-----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, AczSVQtt0oTgxmP2FRe+xycfArsQwH02MxaIavmNr3kzOF0RhsuttHX0cfP1qfUz v9RrCHNWF0gEuL5XlB6m7w== 0001157523-05-003697.txt : 20050425 0001157523-05-003697.hdr.sgml : 20050425 20050425160637 ACCESSION NUMBER: 0001157523-05-003697 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 000-16299 FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050425 EFFECTIVENESS DATE: 20050422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTS SOFTWARE INC CENTRAL INDEX KEY: 0000796655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133054685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124295 FILM NUMBER: 05770173 BUSINESS ADDRESS: STREET 1: 801 MAHLER RD STREET 2: SUITE G CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6506920240 MAIL ADDRESS: STREET 1: 801 MAHLER ROAD STREET 2: SUITE G CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: ANTS SOFTWARE COM INC DATE OF NAME CHANGE: 19990806 FORMER COMPANY: FORMER CONFORMED NAME: CHOPP COMPUTER CORP /DE/ DATE OF NAME CHANGE: 19990805 FORMER COMPANY: FORMER CONFORMED NAME: SULLIVAN COMPUTER CORP DATE OF NAME CHANGE: 19870108 S-8 1 a4871292.txt ANTS SOFTWARE INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANTs software inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3054685 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 801 Mahler Road, Suite G, Burlingame, CA 94010 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) ANTs software inc. 2000 Stock Option Plan, as amended (Full title of the Plan) The Corporate Law Group, 500 Airport Blvd., Suite 120, Burlingame, CA 94010 - -------------------------------------------------------------------------------- (Name and address of agent for service) (650) 227-8000 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of securities to be price per offering registration To be registered registered (1) share (2) price (2) fee =============================================================================== Common Stock 5,000,000 $2.37 $11,850,000 $1,394.74 Par Value $0.0001 (1) Covers 5,000,000 shares of the Registrant's common stock, par value $0.0001 per share, as additional shares reserved for issuance pursuant to the ANTs software inc. 2000 Stock Option Plan, as amended, as amended (the "2000 Plan"). (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, computed on the basis of the closing price of the Common Stock traded on the Over the Counter Bulletin Board on April 20, 2005, which was $2.37 per share. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS This Registration Statement on Form S-8 (the "Registration Statement") is being filed by ANTs software inc. (the "Registrant") with respect to the 2000 Plan, referred to on the cover of this Registration Statement. The documents containing the information required in Part I of this Registration Statement will be sent or given to each participant in the Plan, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Commission but, together with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with the Commission, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement: (a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, filed with the Commission on March 14, 2005, (b) Registrant's Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 14, 2005, (c) Registrant's amended Form D filed with the Commission on March 7, 2005, (d) All of the Registrant's current reports on Form 8-K filed with the Commission during the period from December 31, 2004 to the date of this Registration Statement, (e) The description of Registrant's common stock contained in the Registrant's Form 10SB12G filed with the Securities and Exchange Commission on September 14, 1999 including any amendment or report filed for the purpose of updating such description, and (f) The contents of the Registration Statements on Form S-8, Registration No. 333-46766, Registration No. 333-62206, and Registration No. 333-105507 filed by the Registrant with the Commission on September 27, 2000, June 4, 2001, and May 23, 2003, respectively, with such modifications as are set forth below. An amendment to the 2000 Plan, approved by the board of directors of Registrant (the "Board") on February 7, 2005, and approved by the stockholders on April 5, 2005, increased the number of shares of the Registrant's Common Stock authorized for issuance under the 2000 Plan from 5,450,000 shares to 10,450,000 shares. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, on or after the date of filing of this Registration Statement on Form S-8, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by this reference in this Registration Statement and shall be a part hereof from the date of filing such documents. 2 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 validity of the shares of Common Stock registered hereby has been passed upon by The Corporate Law Group, counsel for the Registrant. As of the date hereof, TCLG Partners II, LLC, an affiliate of the Registrant's counsel has options to purchase up to 58,662 shares of Common Stock of the Registrant at an average exercise price of $2.65 per share and a warrant to purchase 50,000 shares of Common Stock of the Registrant at an exercise price of $10.50 per share. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the company. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. As permitted by Section 145 of the General Corporation Law of Delaware, Article V(B) of the Registrant's Certificate of Incorporation, as amended, provides as follows: "To the fullest extent not prohibited by law, the Corporation: (i) shall indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was a director of the Corporation, and (ii) may indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was an officer, director, employee or agent of the Corporation, or a fiduciary (within the meaning of the Employee Retirement Income Security Act of 1974), with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent of, or as a fiduciary (as defined above) of an employee benefit plan of, another corporation, partnership, joint venture, trust or other enterprise. This Certificate shall not be deemed exclusive of any other provision for the indemnification of directors, officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of shareholders or directors or otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of the Corporation." Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director's duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or for any transaction from which the director derived an improper personal benefit. 3 As permitted by Section 102 of the General Corporation Law of Delaware, Article V(A) of the Registrant's Certificate of Incorporation, as amended, provides as follows: "To the fullest extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the Corporation shall not be liable to the Corporation or its stockholders for any monetary damages for conduct as a director. Neither any amendment to or repeal of this Certificate or amendment to the Delaware General Corporations Law nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Certificate shall adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. The Registrant's Bylaws, as amended, provide for the indemnification of Registrant's corporate agents as follows: "The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person's having been made or having threatened to be made a party to a proceeding in accordance with the provisions of the Articles of Incorporation and Delaware General Corporation Law. The Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by subdivision (f) of Title 8, Section 145 of Delaware law. The terms "agent", "proceeding" and "expenses" made in this Section 6 shall have the same meaning as such terms in the Delaware General Corporation Law." In addition to the above, the Registrant has entered into indemnification agreements with its directors and executive officers to indemnify the foregoing persons against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by each of them in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of Corporation) to which he is, was or at any time becomes a party, or is reasonably thought to be threatened to be made a party, by reason of the fact that he is, was or at any time becomes a director, officer, employee or agent of the Registrant, or is or was serving or at any time serves at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Notwithstanding the foregoing, under the indemnification agreements between the Registrant and its directors and executive officers, no indemnity will be paid for any of the following: (i) to the extent the aggregate of losses to be indemnified exceeds the sum of (A) such losses for which the director or officer is indemnified and (B) any settlement pursuant to any D & O Insurance purchased and maintained by the Registrant; (ii) in respect to remuneration paid to the director or officer if it shall be determined by a final judgment without right of appeal, or other final adjudication that such remuneration was in violation of law; (iii) on account of any suit in which judgment is rendered against the director or officer for an accounting of profits made from the purchase or sale by him of securities of the Registrant pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (iv) on account of the director's or officer's acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (v) on account of any proceeding (other than the enforcement of the indemnification agreement by the director or officer against the Registrant) initiated by the director or officer unless such proceeding was authorized by the uninterested directors of the Registrant; or (vi) if a final decision without right of appeal by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful. Additionally, no indemnity will be paid for any of the following: (i) on account of acts or omissions that the director or officer believed or 4 believes to be contrary to the best interests of the Registrant or its shareholders or that involve the absence of good faith on the part of the director or officer; (ii) with respect to any transaction from which the director or officer derived an improper personal benefit; (iii) on account of acts or omissions that show a reckless disregard for the director's or officer's duties to the Registrant or its shareholders in circumstances in which the director or officer was aware, or should have been aware, in the ordinary course of performing his duties, of a risk of serious injury to the Registrant or its shareholders; (iv) on account of acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's or officer's duties to the Registrant or its shareholders; (v) to the extent prohibited by Section 144 of the Delaware general Corporation Law, entitled "Interested Directors; Quorum;" (vi) in respect of any claim, issue or matter as to which the director or officer shall have been adjudged to be liable to the Registrant in the performance of his duties to the Registrant and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for expenses and then only to the extent that such court shall determine; (vii) of amounts paid in settling or otherwise disposing of a pending action without court approval; and (viii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit Number Description 4 2000 Stock Option Plan, as amended April 5, 2005 5 Opinion re Legality 23.1 Letter of Consent from Burr, Pilger & Mayer, LLP 23.2 Letter of Consent from The Corporate Law Group (included in Exhibit 5) ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities 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. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, 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. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlingame, State of California, on April 22, 2005. ANTS SOFTWARE INC. By: /s/ Boyd Pearce -------------------------------------- Boyd Pearce President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Dated: April 22, 2005 By: /s/ Boyd Pearce ------------------------------------- Boyd Pearce President and Chief Executive Officer Dated: April 22, 2005 By: /s/ Kenneth Ruotolo ------------------------------------- Kenneth Ruotolo Chief Financial Officer and Secretary DIRECTORS AND PLAN ADMINISTRATORS Dated: April 22, 2005 By: /s/ Francis K. Ruotolo ------------------------------------- Francis K. Ruotolo Chairman of the Board Of Directors Dated: April 22, 2005 By: /s/ Richard LaBarbera ------------------------------------- Richard LaBarbera, Director Dated: April 22, 2005 By: /s/ Homer G. Dunn ------------------------------------- Homer G. Dunn, Director Dated: April 22, 2005 By: /s/ John R. Gaulding ------------------------------------- John R. Gaulding, Director Dated: April 22, 2005 By: /s/ Thomas Holt ------------------------------------- Thomas Holt, Director Dated: April 22, 2005 By: /s/ Boyd Pearce ------------------------------------- Boyd Pearce, Director Dated: April 22, 2005 By: /s/ Robert Henry Kite ------------------------------------- Robert Henry Kite, Director 6 INDEX TO EXHIBITS Exhibit Number Description 4 2000 Stock Option Plan, as amended April 5, 2005 5 Opinion re Legality 23.1 Letter of Consent from Burr, Pilger & Mayer, LLP 23.2 Letter of Consent from The Corporate Law Group (included in Exhibit 5) 7 EX-4 2 a4871292ex4.txt EXHIBIT 4 EXHIBIT 4 ANTS SOFTWARE INC. 2000 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. The purpose of this Stock Option Plan is to offer certain Employees and Consultants of the Company and its Affiliates the opportunity to acquire a proprietary interest in the Company by the grant of options to purchase shares of Common Stock of the Company. Through the Plan, the Company seeks to attract, motivate, and retain those highly competent persons upon whose efforts the success of the Company depends. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Options granted under the Plan may be immediately exercisable, or may be exercisable in installments, as determined by the Administrator at the time of grant. 2. DEFINITIONS. As used herein, the following definitions shall apply. "ADMINISTRATOR" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan. "AFFILIATE" means any parent or subsidiary (as defined in Section 424(e) and (f) of the Code) of the Company. "BOARD" means the Board of Directors of the Company. "CODE" means the Internal Revenue Code of 1986, as amended. "COMMITTEE" means a committee appointed by the Board in accordance with Section 4 of the Plan. "COMMON STOCK" means the common stock of the Company. "COMPANY" means ANTs software inc. "CONSULTANT" means any person other than an Employee who is engaged by the Company or any Affiliate to render consulting or advisory services and is compensated for such services, including a non-Employee director. "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that the employment or consulting relationship with the Company or any Affiliate is not interrupted or terminated. For purposes of Incentive Stock Options, the term "Continuous Status as an Employee or Consultant" means that the employment relationship with the Company or any Affiliate is not interrupted or terminated. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or an Affiliate or (ii) transfers between locations of the Company and its -1- Affiliates or between the Company and any Affiliate, or between Affiliates or (iii) transfer between Employee and Consultant Status. If reemployment upon expiration of a leave of absence approved by the Company or an Affiliate is not guaranteed by statute or contract, on the 181st day after such leave commences any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. In the event of an Optionee's change in status from Consultant to Employee or Employee to Consultant, an Optionee's Continuous Status as an Employee or Consultant shall not automatically terminate solely as a result of such change in status. However, in such event, an Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option three months and one day following such change of status. "CORPORATE TRANSACTION" means (i) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company's incorporation, (ii) the sale, transfer, or other disposition of all or substantially all of the assets of the Company, or (iii) any reverse merger in which the Company remains the surviving entity following its acquisition by another enterprise. "DISABILITY" means total and permanent mental or physical disability as defined in Section 22(e)(3) of the Code. "EMPLOYEE" means any person, including officers and directors, employed by the Company or any Affiliate. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "FAIR MARKET VALUE" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid price, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or (iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. -2- "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option. "OPTION" means a stock option granted pursuant to the Plan. "OPTIONED SHARES" means the shares of Common Stock subject to an Option. "OPTIONEE" means an Employee or Consultant who receives an Option. "PLAN" means the ANTs software inc. 2000 Stock Option Plan. "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3. "SERVICE PROVIDER" means an Employee or Consultant. "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 11 below. 3. STOCK SUBJECT TO THE PLAN. The maximum aggregate number of Shares which may be optioned and sold under the Plan is 10,450,000, subject to adjustment in accordance with Section 11 below. If an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an option exchange program authorized by the Administrator, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); unvested Shares repurchased by the Company at their original purchase price shall become available for future grant under the Plan. 4. ADMINISTRATION OF THE PLAN. (a) INITIAL PLAN PROCEDURE. Prior to the date, if any, upon which the Company becomes subject to the Exchange Act, the Plan shall be administered by the Board or a Committee appointed by the Board. (b) Plan Procedure after the Date, if any, upon which the Company becomes Subject to the Exchange Act. (i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered by different Committees with respect to different groups of Service Providers. (ii) SECTION 162(M). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code. -3- (iii) RULE 16B-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. (iv) Other Administration. Other than as provided for above, the Plan shall be administered by (A) the Board or (B) a Committee, which Committee shall be constituted to satisfy applicable laws. (c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and in the case of specific duties delegated by the Board to such Committee, and subject to the approval of relevant authorities, including the approval, if required, of any stock exchange or national market system upon which the Common Stock is then listed, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the Common Stock: (ii) to select the Consultants and Employees to whom Options may from time to time be granted hereunder; (iii) to determine whether and to what extent Options are granted hereunder; (iv) to determine the number of Shares to be covered by each such Option granted hereunder; (v) to approve the terms of Agreements used under the Plan; (vi) to determine the terms and conditions not inconsistent with the terms of the Plan, of any Option granted hereunder. Such terms and conditions may include, but are not limited to, the exercise price, the time or times when Options may be exercised, the vesting schedule, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (vii) to determine whether and under what circumstances an Option may be settled in cash or Shares under Section 9(e) below; (viii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stack covered by such Option has declined since the date the Option was granted; and -4- (ix) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan. (d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations, and interpretations of the Administrator shall be final and binding on all Optionees and any other holders of any Options. 5. ELIGIBILITY. (a) Incentive Stock Options may be granted only to Employees. Nonstatutory Stock Options may be granted to Employees and Consultants. An Employee or Consultant who has been granted an Option may, if otherwise eligible, be granted additional Options. (b) Each Option shall be designated in the written Option Agreement either as an Incentive Stock Option or as a Nonstatutory Stock Option. (c) The Plan shall not confer upon any Optionee any right with respect to the continuation of the Optionee's employment or consulting relationship with the Company, nor shall it interfere in any way with the Optionee's right or the Company's right to terminate the Optionee's employment or consulting relationship at any time, with or without cause. 6. TERM OF THE PLAN. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 below. 7. TERM OF OPTION. The term of each Option shall be the term stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Affiliate, the term of the Option shall not exceed five years from the date of grant thereof. 8. OPTION EXERCISE PRICE AND CONSIDERATION. (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board, but in the case of: (i) an Option granted to an Employee who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Affiliate, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. -5- (ii) an Incentive Stock Option granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (iii) a Nonstatutory Stock Option granted to any Consultant or Employee, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (i) cash, (ii) check, (iii) other Shares which (A) in the case of Shares acquired upon exercise of an Option have been owned by the Optionee for more than six months on the date of surrender and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iv) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the exercise price, or (v) any combination of the foregoing methods of payment. In making its determination as to type of the consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 9. EXERCISE OF OPTION. (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option granted hereunder shall be exercisable and shall vest at such times and under such conditions as determined by the Administrator, including performance criteria with respect to the Company and/or the Optionee, and shall be permissible under the terms of the Plan, but in no case shall an Option or the Shares purchased thereunder vest at a rate of less than 20% per year. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 8(b) above. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 below. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. -6- (b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Except as provided in Section 9(e) below, upon termination of an Optionee's Continuous Status as an Employee or Consultant, other than upon the Optionee's death or Disability, the Optionee may exercise his or her Option, but only within three (3) months following the Optionee's termination, and only to the extent that the Option was vested at the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant). To the extent that Optionee is not vested in the Option at the date of termination, or if the Option is not exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. (c) DISABILITY OF OPTIONEE. In the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of his or her Disability, the Optionee may, but only within twelve (12) months from the date of such termination (and in no event later than the expiration date of the term of his or her Option as set forth in the Notice of Grant), exercise the Option to the extent the Option was vested on the date of such termination. To the extent the Optionee is not entitled to exercise the Option on the date of termination, or if the Optionee does not exercise the Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by the Option shall revert to the Plan. (d) DEATH OF OPTIONEE. In the event of the death of an Optionee while an Employee or Consultant, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the expiration date of the term of his or her Option as set forth in the Notice of Grant), by the Optionee's estate or by a person who has acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Option was vested at the date of death. To the extent that Optionee is not vested in the Option at the date of death, or if the Option is not exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. (e) In the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of misconduct (including, but not limited to, any act of dishonesty, willful misconduct, fraud or embezzlement) or should the Optionee make or attempt to make any unauthorized use or disclosure of material confidential information or trade secrets of the Company or any Affiliate, then in any such event his or her option shall terminate and cease to be exercisable immediately upon such termination of such Service Provider Status or such unauthorized disclosure or use of confidential or secret information or attempt thereat. (f) BUYOUT PROVISION. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. -7- 10. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION, OR CORPORATE TRANSACTIONS. (a) CHANGES IN CAPITALIZATION. The number of Shares covered by each outstanding Option, and the number of Shares which have been authorized for which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the exercise price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock or any other increase or decrease in the number of issued and outstanding Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed dissolution or liquidation. In such event, the Administrator, in its discretion, may provide for an Optionee to fully vest in his or her Option and may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse as to any or all such Shares. To the extent it has not been previously exercised, an Option will terminate immediately or the consummation of such proposed dissolution or liquidation. (c) CORPORATE TRANSACTION. In the event of a Corporate Transaction, each outstanding Option shall confer the right to purchase or receive, for each Optioned Share subject to the Option immediately prior to such Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received or receivable by holders of Common Stock in connection with such Corporate Transaction. In the event that the successor corporation refuses to confer such right, the Optionee shall fully vest in the Option. If an Option becomes fully vested pursuant to the preceding sentence, the Administrator shall notify the Optionee that the Option shall be fully vested for a period of time not less than fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. (d) DEFERRED DISTRIBUTIONS. To the extent permitted by the Administrator, an Optionee may elect to defer distributions with respect to an Option that is terminating due to a Corporate Transaction. To do so, the Optionee must file a deferral election with the Administrator directing that his or her Shares (or cash or other property in lieu of Shares if the shares are unavailable due to such corporate Transaction) be distributed to the Optionee in installments over a period of time not to exceed ten (10) years, commencing within two (2) years following the closing of such Corporate Transaction. In the event of such election, then the successor to the Company shall make distributions in accordance with the Optionee's election. In the event that such election is made less than 1 year before the closing of such Corporate Transaction, a late election penalty may be imposed. -8- (e) PARACHUTE PAYMENT LIMITATION. Except as may be otherwise provided in a Stock Option Agreement, the grant of a stock option shall be subject to certain so-called parachute payment limitations. Any tax determinations required under this section shall be made in writing by the Company's independent accountants, whose determination shall be conclusive and binding for all purposes on the Company and on any and all affected optionees. If an optionee's stock option grant is impacted, the Company shall provide such optionee with a detailed accounting of the underlying assumptions and calculations. 12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as determined by the Administrator. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant. 13. AMENDMENT AND TERMINATION OF THE PLAN. (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would materially impair the rights of any Optionee under any grant theretofore made without his or her consent. In addition, to the extent necessary and desirable to comply with Section 422 of the Code (or any other applicable law or regulation, including the requirements of any stock exchange or national market system upon which the Common Stock is then listed), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. (b) EFFECT OF AMENDMENT AND TERMINATION. Any such amendment or termination of the Plan shall not affect Options already granted, and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company. 14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to the exercise of Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and requirements of any stock exchange or national market system upon which the Common Stock is listed or traded, and shall be further subject to the approval of counsel for the Company with respect to such compliance. -9- As a condition to the exercise of an Option, the Company may require the person exercising such Option so represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 15. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall have been obtained. 16. AGREEMENTS. Options shall be evidenced by written agreements in such form as the Administrator shall approve from time to time. 17. SHAREHOLDER APPROVAL. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under applicable state and federal law and the rules of any stock exchange or national market system upon which the Common Stock is then listed or traded. 18. INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide each Optionee, not less frequently than annually, copies of the Company's annual financial statements. The Company shall also provide such statements to each individual who acquires Shares pursuant to the Plan while such individual owns such Shares. Amended Date: April 5, 2005 -10- EX-5 3 a4871292ex5.txt EXHIBIT 5 EXHIBIT 5 April 22, 2005 ANTs software inc. 801 Mahler Road, Suite G Burlingame, CA 94010 Re: REGISTRATION STATEMENT ON FORM S-8 We have acted as special counsel for ANTs software inc., a Delaware company (the "Company"), in connection with the filing by the Company of the Registration Statement on Form S-8 with the Securities and Exchange Commission on April 22, 2005 (the "Registration Statement"). The Registration Statement covers an aggregate of 5,000,000 shares of Common Stock, par value $0.0001 per share (the "Shares"), as additional shares reserved for issuance pursuant to the ANTs software inc. 2000 Stock Option Plan, as amended (the "Plan"). In connection with the opinions expressed herein we have made such examination of matters of law and of fact as we considered appropriate or advisable for the purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied upon the representations and warranties as to factual matters contained in and made by the Company upon certificates and statements of government officials and of officers of the Company. We have also examined originals or copies of such corporate documents or records of the Company as we have considered appropriate for the opinions expressed herein. We have assumed for the purposes of this opinion that the signatures on documents and instruments examined by us are authentic, that each document is what it purports to be, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified. In rendering this opinion we have also assumed: (A) all representations and warranties made to us are true and correct; (B) that there are no extrinsic agreements or understandings among any of the parties or their affiliates that would modify or interpret any of the documents provided to us, or the respective rights or obligations of the parties thereunder, (C) that each person or entity entering into any document or agreement had the power, legal competence and capacity to enter into and perform all of such party's obligations thereunder, (D) the due authorization, execution and delivery by each party, (E) the enforceability and binding nature of the obligations of the parties to any such documents, (F) that there is no fact or circumstance relating to any party that might prevent it from enforcing any of its rights, and (G) no action has been taken or event occurred which amends, revokes, terminates or renders invalid any of the documents, records, consents or resolutions which we have reviewed since the date of the certificates we relied upon in rendering this opinion. As used in this opinion, the expressions "we are not aware" or the phrase "to the best of our knowledge" mean as to matters of fact that, based on the actual knowledge of individual attorneys within the firm principally responsible for handling this matter for the Company and after an examination of documents made available to us by the Company and after inquiries of certain officers of the Company, no facts have been disclosed to us that have caused us to believe that the opinions expressed are factually incorrect; but beyond that we have made no factual investigation for the purposes of rendering this opinion. ANTs software inc. April 22, 2005 Page 2 - ------------------------- The opinion relates solely to the laws of the State of California and the federal laws of the United States, and we express no opinion with respect to the affect or application of any other laws. Special rulings of authorities administering such laws or opinions of other counsel have not been sought or obtained. Based upon our examination of and reliance upon the foregoing, and subject to the limitations, exceptions, qualifications and assumptions set forth below, we are of the opinion that: (1) The Shares will be, when issued and sold in the manner anticipated by the Plan, legally and validly issued, fully paid and nonassessable. We have assumed for the purposes of this opinion that the Company will receive the consideration required in connection with the exercise of options by optionees, from the optionees, for the purchase of the Shares. Our opinions expressed above are specifically subject to the following limitations, exceptions, qualifications and assumptions: (A) The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and remedies of creditors generally including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances, preferential transfers and distributions and equitable subordination. (B) We express no opinion as to the Company's compliance or noncompliance with applicable federal or state antifraud or antitrust statutes, laws, rules and regulations including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. (C) Limitations imposed by state or federal law or general equitable principles on the specific enforceability of any remedies, covenants or other provisions of an agreement and on the availability of injunctive relief or other equitable remedies, regardless of whether enforcement of any such agreement is considered a proceeding in equity or at law. (D) The effect of court decisions, invoking statutes or principles of equity, which have held that certain covenants and provisions of agreements are unenforceable where enforcement of such covenants or provisions under the circumstances would violate the enforcing party's implied covenant of good faith and fair dealing, is not reasonably necessary for the protection of the enforcing party, would be commercially unreasonable, or would not be a material breach of a material covenant or provision. (E) We express no opinion concerning the past, present or future fair market value of any assets or securities. (F) The unenforceability under certain circumstances of any provisions prohibiting waivers of terms other than in writing, or prohibiting oral modifications thereof or modification by course of dealing. ANTs software inc. April 22, 2005 Page 3 - ------------------------- (G) The effect of Section 1670.5 of the California Civil Code or any other California, Delaware or federal law or equitable principle which provides that a court may refuse to enforce, or may limit the application of, a contract or any clause thereof which the court finds to have been unconscionable at the time it was made or contrary to public policy. (H) The unenforceability under certain circumstances of provisions expressly, or by implication, waiving broadly or vaguely stated rights, unknown future rights, or defenses, or waiving defenses to obligations or rights granted by law (whether substantive or procedural) or waiving rights to damages, or the benefits of statutory, regulatory or constitutional rights, unless and to the extent the statute, regulation or constitution explicitly permits the waiver of such rights, or to obligations or rights granted by law, when such waivers are against public policy or prohibited by law. (I) The unenforceability under certain circumstances of provisions to the effect that rights or remedies are not exclusive, that rights or remedies may be exercised without notice, that every right or remedy is cumulative and may be exercised in addition to, or with, any other right or remedy, that election of a particular remedy or remedies does not preclude recourse to one or more other or similar remedies, that liquidated damages are to be paid upon the breach of an agreement, or that failure to exercise, or a delay in exercising, rights or remedies will not operate as a waiver of any such right or remedy. (J) The enforceability of any provisions purporting to (i) waive rights to trial by jury, service of process or objections to venue or jurisdiction in connection with litigation, (ii) exclude conflict of law principles under California or other applicable law, (iii) establish particular courts as the forum for the adjudication of controversies, (iv) establish the laws of any particular state, country or jurisdiction for the adjudication of any controversies, (v) establish evidentiary standards or make determinations conclusive or (vi) provide for arbitration of disputes. (K) The effect of judicial decisions, which may permit the introduction of extrinsic evidence to modify the terms or the interpretation of agreements. (L) The enforceability of any attorneys' fees, severability, reimbursement, indemnification or contribution provisions. (M) Any provision of an agreement requiring written amendments or waivers insofar as they suggest that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply. We note that a requirement that provisions of an agreement may only be amended or waived in writing may not be binding or enforceable if an oral agreement has been created modifying such provision or an implied agreement by trade practice or course of conduct has given rise to an amendment or waiver. ANTs software inc. April 22, 2005 Page 4 - ------------------------- (N) The validity, binding effect or enforceability of an agreement to the extent that an arbitrator's decision, or the decision of an arbiter under an agreement's provisions concerning resolution of disputes may be contrary to the law or the facts and not subject to reversal. (O) We have not conducted any investigation into the various types of businesses and activities in which the Company may engage or the manner in which the Company conducts its businesses. We have not conducted any special investigation of laws, statutes, rules or regulations and our investigation of and our opinion is limited to such laws, rules or regulations that in our experience are typically applicable to the contemplated transaction. We have assumed that no party to any agreement will in the future take any discretionary action (including a decision not to act permitted by such agreement) that would cause the performance of any agreement to violate the Delaware General Corporate Law or any California or federal statute, rule or regulation; or require an order, consent, permit or approval to be obtained from a Delaware, California or federal government authority. (P) We assumed (a) the accuracy and completeness of representations and warranties and (b) the validity and payment of any wire transfers, drafts or checks that are tendered. (Q) We express no opinion as to whether the members of the Board of Directors of the Company have complied with their fiduciary duties in connection with the authorization and performance of the contemplated transactions. (R) We express no opinion as to the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction. We express no opinion as to whether the laws of any jurisdiction are applicable to any transaction contemplated. (S) We express no opinion as to matters governed by federal and state laws and regulations governing: usury; securities (except with respect to the specific securities contemplated by the Registration Statement); broker-dealers, investment companies, and investment advisers; insurance; labor, employment (including, but not limited to, the Americans with Disabilities Act) and pension and employee benefits; antitrust and unfair competition; escheat; health and safety, environmental protection and hazardous substances; taxation; or patents, copyrights, trademarks, trade names and other intellectual property rights. (T) We express no opinion concerning the enforceability in California of any provisions relating to restraint, non-competition, or similar concepts. (U) We express no opinion concerning the applicability of export laws, rules and regulations. (V) This opinion is qualified to the extent, and is rendered and delivered on the express condition and assumption, that no counsel or advisor for the addressee has expressed or reached opinions which are contrary to the opinions set forth in this letter. ANTs software inc. April 22, 2005 Page 5 - ------------------------- (W) In rendering the opinion set forth above as to the good standing of the Company, we have relied exclusively on certificates of public officials. (X) With regard to any opinion that an agreement is a "valid and binding obligation" of a party "enforceable in accordance with its terms," such statement shall mean that, subject to the qualifications and limitations set forth herein, (i) an effective contract has been formed under California law, (ii) the entire agreement is not invalid by reason of a specific statutory prohibition or the public policy of the State of California, (iii) to the best of our knowledge contractual defenses to the entire agreement are not available and (iv) some remedy is available if a party to the agreement does not materially comply with its terms. This does not imply that any particular type of remedy is available. This opinion is rendered as of the date first written above solely for your benefit in connection with your filing of the Registration Statement on Form S-8 with the Securities and Exchange Commission on or about April 22, 2005, and may not be delivered to, quoted or relied upon by any person other than you, or for any other purpose, without our prior written consent. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein. We consent to the use of this opinion as an exhibit to the Registration Statement. THE CORPORATE LAW GROUP /s/ The Corporate Law Group --------------------------- EX-23.1 4 a4871292ex231.txt EXHIBIT 23.1 EXHIBIT 23.1--CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2005 appearing in ANTs software inc.'s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on March 14, 2005. Dated: April 22, 2005 /s/ Burr, Pilger & Mayer, LLC ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----