-----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, JnfGS/3Gn50ADMzNemfCx2bZOXItj0mgA4BbkepRn7k6S7pFX01Ko28O4k2l6pIX YYKDR5zomSc381jvXnk9fg== 0001189619-04-000006.txt : 20040126 0001189619-04-000006.hdr.sgml : 20040126 20040126100823 ACCESSION NUMBER: 0001189619-04-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040126 EFFECTIVENESS DATE: 20040126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLLER INTERNATIONAL INC CENTRAL INDEX KEY: 0000871344 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 680006075 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112198 FILM NUMBER: 04542362 BUSINESS ADDRESS: STREET 1: 1222 RESEARCH PARK DR CITY: DAVIS STATE: CA ZIP: 95616 BUSINESS PHONE: 5307565086 MAIL ADDRESS: STREET 1: 1222 RESEARCH PARK DR CITY: DAVIS STATE: CA ZIP: 95616 S-8 1 mollers80104.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 23, 2004 Registration No. 333- -------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MOLLER INTERNATIONAL, INC. ------------------------------------------------- (Exact name of issuer as specified in its charter) California 68-0006075 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1222 Research Park Drive, Davis, CA 95616 ---------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) 2004 Stock, Option and Restricted Stock Benefit Plan ---------------------------------------------------- (Full title of the Plan) Paul S. Moller 1222 Research Park Drive Davis, CA 95616 --------------------------------------- (Name and address of agent for service) with copies to: Craig Christensen, Esq. 3017 Douglas Blvd., Suite 300 Roseville, CA 95661 Approximate date of commencement of proposed sale to the public: Upon the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum securities Amount Offering aggregate Amount of to be to be price per offering registration registered registered(1)(2) share price fee - -------------------------------------------------------------------------------- Common Stock, 7,500,000 $1.40 $10,500,000 $849.45 no par value - ------------------------------------------------------------------------------ (1) Represents the maximum number of shares that may be issued under the above-named Benefit Plan, including shares issued pursuant to the exercise of options issued under the Plan. (2) This Registration Statement shall also cover any additional shares of Common Stock which become issuable pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. Documents Incorporated by Reference [X] Yes [ ] No -i- PART II Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in this registration statement and made a part hereof: (a) The Company's Annual Report on Form 10-KSB for the year ended June 30, 2003 and filed pursuant to Section 15(d) of the 1934 Act. (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003 and filed pursuant to Section 15(d) of the 1934 Act; (c) The Company's Registration Statement on Form 10-SB12G filed September 21, 2001 and last amended August 14, 2002; (d) The description of our common stock, $.0001 par value, from our Registration Statement on Form 10-SB12G; (e) All other documents filed by us after the date of this registration statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after today's date and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which de-registers all securities then remaining in this registration statement and to be part thereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interest of Named Experts and Counsel. None Item 6. Indemnification of Directors and Officers. Our Articles of Incorporation and bylaws contain provisions permitted by the California Corporations Code that limit the liability of directors and executive officers in certain instances, and permit the company to indemnify such directors and officers against liabilities arising out of their service in such capacities. Such limitation does not affect liability for any breach of a director's duty to us or to our stockholders that involves intentional misconduct, fraud or a knowing violation of law. We are permitted to enter into a formal indemnification agreement with each director and executive officer, but to date have not done so. -1- Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits. Number Description ------ ----------- 4.1 Moller International, Inc. 2004 Stock Benefit Plan 5.1 Consent and Opinion of Craig L. Christensen, Attorney at Law 23.1 Consent of Vavrinek, Trine, Day & Co., LLP Item 9. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and -2- (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by this paragraphs is contained in periodic reports filed by us pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 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 that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the 1933 Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim financial information required to be presented by Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or cause to be delivered, to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (6) To deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, a copy of our annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registration shall state in the prospectus that it will promptly furnish, without charge, a copy of such -3- report on written request of the employee. If our last fiscal year has ended within 120 days prior to the use of the prospectus, our annual report for the preceding fiscal year may be delivered, but within such 120-day period the annual report for the last fiscal year will be furnished to each employee. (7) To transmit or cause to be transmitted to all employees participating in the plans who do not otherwise receive such material as our stockholders, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. 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, there unto duly authorized, in the City of Davis, State of California on January 23, 2004. MOLLER INTERNATIONAL, INC. By: /s/ Paul S. Moller ---------------------------- Paul S. Moller President, Chief Executive Officer and Director -4- Each person whose signature appears below hereby constitutes and appoints Paul S. Moller his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commiission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signature Date --------- ---- /s/ Paul S. Moller January 23, 2004 - ---------------------------- President, CEO, Acting Chief Financial Officer and Director /s/ A. Gordon Vette January 23, 2004 - ---------------------------- Director /s/ Faulkner White January 23, 2004 - ---------------------------- Director /s/ Umesh Khimji January 23, 2004 - ---------------------------- Director /s/ Monty Lee January 23, 2004 - ---------------------------- Director /s/ Elliott Axelband January 23, 2004 - --------------------------- Director -5- EX-23.1 3 mollers80104ex23-1vtdconsent.txt CONSENT OF INDEPENDENT ACCOUNTANTS [ EXHIBIT 23.1 - CONSENT OF INDEPENDENT ACCOUNTANTS ] [ Letterhead ] CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to (a) the incorporation by reference, in the Registration Statement of Moller International, Inc. on Form S-8, of our report dated 26 September, 2003, relating to the financial statements of Moller International, Inc. and Subsidiary as of June 30, 2003 and June 30, 2002, and for the years ended June 30, 2003, 2002 and 2001; and (b) the reference to our firm in the Registration Statement under the caption "Experts" or elsewhere. /s/ Vavrinek, Trine, Day & Co., LLP - ----------------------------------- San Jose, California January 21, 2004 EX-4.1 4 mollers80104ex4-1plan.txt INSTRUMENT DEFINING THE RIGHTS OF SECURITY HOLDERS [ EXHIBIT 4.1 - INSTRUMENT DEFINING THE RIGHTS OF SECURITY HOLDERS] THE 2004 BENEFIT PLAN OF MOLLER INTERNATIONAL, INC. Moller International, Inc., a California corporation (the "Company"), hereby adopts The 2004 Benefit Plan of Moller International, Inc. (the "Plan") this 21st day of January 2004. Under the Plan, the Company may issue stock, or grant options to acquire the Company's common stock, par value $0.0001 (the "Stock"), from time to time to employees of the Company or its subsidiaries, all on the terms and conditions set forth herein ("Benefits"). In addition, at the discretion of the Board of Directors, Benefits may from time to time be granted under this Plan to other individuals, including consultants or advisors, who contribute to the success of the Company or its subsidiaries but are not employees of the Company or its subsidiaries, provided that bona fide services shall be rendered by consultants and advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. Furthermore, no stock may be issued, or option granted, under the benefit plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the Company's securities. 1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers, employees, consultants and key advisors capable of contributing the future success of the Company, and rewarding those individuals who have contributed to the success of the Company. The Company has designed this Plan to aid it in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Company, to use their best efforts to promote the success of the Company's business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the Company to reward those individuals who are not employees of the Company but who management perceives to have contributed to the success of the Company or who are important to the continued business and operations of the Company. The above goals will be achieved through the granting of Benefits. 2. Administration. The Plan shall be administered by the Board of Directors of the Company (the 'Board') which shall keep the minutes of its proceedings with regard to the Plan and all records, documents, and data pertaining to its administration of the Plan. A majority of the members of the Board shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. In addition, the Board may take any action otherwise proper under the Plan by the affirmative vote, taken without a meeting, of a majority of its members. Any decision or determination reduced to writing and signed by a -1- majority of the members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan shall be subject to the determination of the Board. The actions of the Board in exercising all of the rights, powers and authorities set out in this Plan, when performed in good faith and in its sole judgment, shall be final, conclusive, and binding on the parties. 3. Shares of Stock Subject to this Plan. A total of seven million five hundred thousand (7,500,000) Shares of Common Stock may be subject to, or issued pursuant to, Benefits granted under this Plan. If any right to acquire Stock granted under this Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the net shares of Stock issued (the shares of stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan. 4. Reservation of Stock on Granting of Option. At the time any Option is granted under the terms of this Plan, the Company will reserve for issuance the number of shares of Stock subject to such Option until it is exercised or expires. The Company may reserve either authorized but unissued shares or issued shares reacquired by the Company (treasury stock). 5. Eligibility. The Plan Administrators may grant Benefits to employees, officers, and directors of the Company and its subsidiaries, as may be existing from time to time, and to other individuals who are not employees of the Company or its subsidiaries, including consultants and advisors, provided that such consultants and advisors render bona fide services to the Company or its subsidiaries and such services are not rendered in connection with the offer or sale of securities in a capital-raising transaction, or for establishing, maintaining or promoting a public market for the Company's securities. In any case, the Plan Administrators shall determine, based on the foregoing limitations and the Company's best interests, which employees, officers, directors, consultants and advisors are eligible to participate in this Plan. Benefits shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Plan Administrators, all as may be within the provisions of this Plan. 6. Authority to Grant Stock Awards. The Board in its discretion and subject to the provisions of the Plan may, from time to time, grant to eligible individuals of the Company Stock Awards. The Board may award and issue shares of Common Stock under the Plan in fulfillment of such Stock Awards. Stock Awards may be made in lieu of cash compensation or as additional compensation. Stock Awards may also be made pursuant to performance-based goals established by the Board. -2- Subject only to any applicable limitations set forth in the Plan, the number of shares of Common Stock covered by any Stock Award shall be determined by the Board. 7. Stock Awards. ------------ (a) Awards in Lieu of Compensation. The Board may grant Common Stock to an Eligible Individual under the Plan, without any payment by the individual, in lieu of certain cash compensation or as additional compensation. The Stock Award is subject to appropriate tax withholding. After compliance with the tax withholding requirements, a stock certificate shall be issued to the individual recipient of the Stock Award. The certificate shall bear such legend, if any, as the Board determines is reasonably required by applicable law. Prior to receipt of a Stock Award, the individual must comply with appropriate requests of the Board to assure compliance with all relevant laws. (b) Performance Based Awards. The Board may award shares of Common Stock, without any payment for such shares, to designated individuals if specified performance goals established by the Board are satisfied. The designation of an employee eligible for a specific performance-based Stock Award shall be made by the Board in writing prior to the beginning of the twelve month period for which the performance is measured. The Board shall establish the number of shares to be issued to a designated employee if the performance goal is met. The Board must certify in writing that a performance goal has been met prior to issuance of any certificate for a performance-based Stock Award to any employee. If the Board certifies the entitlement of an employee to the performance-based Stock Award, the certificate shall be issued to the employee as soon as administratively practicable, and subject to other applicable provisions of the Plan, including but not limited to, all legal requirements and tax withholding. Performance goals determined by the Board may be based on specified increases in net profits, stock price, Company or segment sales, market share, earnings per share, and/or return on equity. 8. Option Awards a. Term of Options issued as Benefits and Certain Limitations on Right to Exercise. i. Each Option issued as a benefit hereunder ("Option") shall have its term established by the Plan Administrators at the time the Option is granted. -3- ii. The term of the Option, once it is granted, may be reduced only as provided for in this Plan and under the express written provisions of the Option. iii. Unless otherwise specifically provided by the written provisions of the Option or required by applicable disclosure or other legal requirements promulgated by the Securities and Exchange Commission ("SEC"), no participant of this Plan or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to an Option unless and until such participant exercises his or her right to acquire all or a portion of the Stock subject to the Option and delivers the required consideration to the Company in accordance with the terms of this Plan and then only as to the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of the Option, no adjustment to the exercise price or the number of shares of Stock subject to the Option shall be made for dividends or other rights for which the record date is prior to the date on which the Stock subject to the Option is acquired by the holder. iv. Options shall vest and become exercisable at such time or times and on such terms as the Plan Administrators may determine at the time of the grant of the Option. v. Options may contain such other provisions, including further lawful restrictions on the vesting and exercise of the Options as the Plan Administrators may deem advisable. vi. In no event may an Option be exercised after the expiration of its term. vii. Options shall be non-transferable, except by the laws of descent and distribution. b. Exercise Price. The Plan Administrators shall establish the exercise price payable to the Company for shares to be obtained pursuant to Options, which exercise price may be amended from time to time as the Plan Administrators shall determine. c. Payment of Exercise Price. The exercise of any Option shall be contingent on receipt by the Company of the exercise price paid in either cash, certified check or personal check payable to the Company. -4- d. Termination of Employment. Upon termination of an Option holder's active employment with the Corporation and its subsidiaries for any reason (including illness or disability), the Option and rights thereunder shall terminate on the date of termination of employment. The Board has the discretion in the event the Option holder takes a leave of absence from the Corporation and its subsidiaries for personal reasons or for military service to take such action in respect of the Option as the Board may deem appropriate, including extending the time following termination of active employment during which the Option holder is entitled to purchase the shares of Common Stock subject to his Option. If an Option holder's employment with the Corporation and its subsidiaries terminates by reason of death or retirement pursuant to normal Corporation policies, the retired employee or the personal representative of the deceased employee may elect to exercise the Option at any time following the termination of the Option holder's employment. In no event may any Option be exercised after the expiration of its term. 9. Registration. The Company may, but shall not be obligated to, register any securities covered by a Stock Award, or securities underlying an Option award, pursuant to the 1933 Act (as now in effect or as hereafter amended) and, in the event any shares are registered, the Company may remove any legend on certificates representing these shares. The Company shall not be obligated to take any other affirmative action in order to cause the Stock Award to comply with any law or regulation of any governmental authority. 10. Withholding. If the grant of a Benefit hereunder, or exercise of an Option given as a Benefit is subject to withholding or other trust fund payment requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or applicable state or local laws, the Company will initially pay the Grantee's liability and will be reimbursed by Grantee no later than six months after such liability arises and Grantee hereby agrees to such reimbursement terms. 11. Dilution or Other Adjustment. The shares of Stock subject to this Plan and the exercise price of outstanding Options are subject to proportionate adjustment in the event of a stock dividend on the Stock or a change in the number of issued and outstanding shares of Stock as a result of a stock split, consolidation, or other recapitalization. The Company, at its option, may adjust the Options, issue replacements, or declare Options void. 12. Corporate Transaction or Change in Control. The Administrator shall have the authority, exercisable either in advance of any actual or anticipated Corporate Transaction or Change in Control or at the time of an actual Corporate Transaction or Change in Control and exercisable at the time of the grant of an Award under the plan or any time while an Award remains outstanding, to provide for the full or partial automatic vesting and exercisability of one or more outstanding unvested Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection with a -5- Corporate Transaction or Change in Control, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the Corporate Transaction or Change in Control. The Administrator may provide that any Awards so vested or released from such limitations in connection with a Change in Control, shall remain fully exercisable until the expiration or sooner termination of the Award. The portion of any Incentive Stock Option accelerated under this Section 12 in connection with a Corporate Transaction or Change in Control shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as a Non-Qualified Stock Option. For purposes of this Section 12, the terms "Corporate Transaction" and "Change of Control" shall have the following meanings: (a) "Corporate Transaction" means any of the following transactions: (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the Company's state of domicile; (ii) the sale, transfer, or other disposition of all or substantially all of the assets of the Company; (iii) the complete liquidation or dissolution of the Company; (iv) any reverse merger in which the Company is the surviving entity but in which securities possessing more than forth percent (40%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from those who held the securities immediately prior to such merger; or (v) acquisition in a single transaction or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines not to be a Corporate Transaction. -6- (b) "Change in Control" means a change in ownership or control of the Company effected through either of the following transactions: (i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's stockholders which a majority of the Continuing Directors who are not affiliates or associates of the offeror do not recommend such stockholders accept, or (ii) a change in the composition of the Board over a period of thirty-six (36) months or less such that a majority of the board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors. "Continuing Directors" are directors who have been Board members continuously for period of at least twenty-four (24) months. 13. Employment Obligation. The granting of any Stock Award shall not impose upon the Company any obligation to employ or continue to employ any grantee; and the right of the Company to terminate the employment of any officer or other employee shall not be diminished or affected by reason of the fact that a Stock Award has been granted to him. 14. Expiration and Termination of this Plan. This Plan may be abandoned or terminated at any time by the Plan Administrators except with respect to any Options then outstanding under this Plan. This Plan shall otherwise terminate on the earlier of the date that is five years from the date first appearing in this Plan or the date on which the Fifteen Millionth share is issued hereunder. 15. Amendment of this Plan. This Plan may not be amended more than once during any six month period, other than to comport with changes in the Code or the Employee Retirement Income Security Act or the rules and regulations promulgated thereunder. The Plan Administrators may modify and amend this Plan in any respect. ATTEST: /s/ Paul S. Moller - ------------------------- Paul S. Moller, President -7- EX-5.1 5 mollers80104ex5-1opinion.txt OPINION OF COUNSEL [ EXHIBIT 5.1 - OPINION OF COUNSEL ] CHRISTENSEN LAW GROUP, PC A CALIFORNIA PROFESSIONAL CORPORATION 3017 DOUGLAS BOULEVARD, SUITE 300 ROSEVILLE, CALIFORNIA 95661 TEL (916) 786-9900 * FAX (916) 774-7148 WRITER'S E-MAIL: CRAIG@CGCLAW.BIZ January 21, 2004 Board of Directors Moller International, Inc. 1222 Research Park Drive Davis, CA 95616 Re: S-8 Registration for Moller International, Inc. Dear Sirs: I have acted as special securities counsel for Moller International, Inc., a California corporation (the "Company"). You have requested my opinion in connection with the registration by the Company of seven million five hundred thousand (7,500,000) shares (the "Shares") of its common stock to issued pursuant to a registration statement on Form S-8 filed with the United States Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"). Such registration statement, as amended or supplemented is hereinafter referred to as the "registration statement." The shares are to be issued from time to time under the Company's "2004 Stock, Option and Restricted Stock Benefit Plan" (the "Plan"). You have advised me that: 1. The Company is current in its reporting responsibilities to the Commission as mandated by the Securities Exchange Act of 1934, as amended. 2. The Shares will be issued to consultants and participants in the Plan as compensation for their services on behalf of the Company. Such persons have provided bona-fide services to the Company which are not in relation to the offer of sale of securities in a capital-raising transaction, and which did not either directly or indirectly promote or maintain a market for the Company's securities. 3. The shares to be issued to these individuals will be pursuant to corporate resolution and the approval of the Board of Directors of the Company. These shares registered pursuant to the Registration Statement will be issued without restrictive legend to those persons who are not deemed to be affiliates of the Company as defined in Rule 405 of the Act. -1- I have read such documents as have been made available to me. For purposes of this opinion, I have assumed the authenticity of such documents. Based on the accuracy of the information supplied to me, it is my opinion that the Company may avail itself of a Registration Statement on Form S-8, and is qualified to do so. Further, subject to the limitation set forth in the Company's Articles of Incorporation with respect to the maximum number of shares of common stock that the Company is authorized to issue, and assuming that the Shares will be issued as set forth in the Plan and the Registration Statement, at a time when effective, and that the Company will fully comply with all applicable securities laws involved under the Act, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states and foreign jurisdictions in which the Shares may be sold, I am of the opinion that, upon proper and legal issuance of the Shares and receipt of the consideration to paid for the Shares, the Shares will be validly issued, fully paid, and non-assessable shares of the Company's common stock. This opinion does not cover any matters related to any re-offer of re-sale of the Shares by any Plan participants, once properly and legally issued pursuant to the Plan as described in the Registration Statement. I hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. I also consent to the reference to this firm wherever it appears in the Registration Statement, and any amendments thereto. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-8 filed pursuant to Rule 462(b) under the Act with respect to the registration of additional securities issuable under the Plan. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. I assume no obligation to revise or supplement this opinion should the present laws of the State of California or the federal laws of the United States be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you pursuant to the applicable rules and regulations promulgated under the Act in connection with the filing of the Registration Statement. Sincerely, /s/ Craig G. Christensen Attorney at Law CGC;thg -----END PRIVACY-ENHANCED MESSAGE-----