-----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, CvTOIubVfhuPqNLNXLrx5LYlyyJJz4Fa4Z/lBlrYEpnRvPjp8H7oK2UGgO+x1TX7 9xfVURX+uG4jizEppQTtlw== 0001090002-02-000283.txt : 20020621 0001090002-02-000283.hdr.sgml : 20020621 20020621130545 ACCESSION NUMBER: 0001090002-02-000283 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020621 EFFECTIVENESS DATE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USCORP CENTRAL INDEX KEY: 0000873185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE DISTRIBUTION [7829] IRS NUMBER: 870403330 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90928 FILM NUMBER: 02684108 BUSINESS ADDRESS: STREET 1: 4535 W. SAHARA AVE, SUITE 204 CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7029334034 MAIL ADDRESS: STREET 1: 4535 W. SAHARA AVE, SUITE 204 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: FANTASTICON INC DATE OF NAME CHANGE: 20001027 FORMER COMPANY: FORMER CONFORMED NAME: FANTASTICON COM INC DATE OF NAME CHANGE: 20001027 FORMER COMPANY: FORMER CONFORMED NAME: SANTA MARIA RESOURCES INC /NV/ DATE OF NAME CHANGE: 20000229 FORMER COMPANY: FORMER CONFORMED NAME: PROGRAM ENTERTAINMENT GROUP INC DATE OF NAME CHANGE: 19930328 S-8 1 uscs8dir.txt REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on June 21, 2002 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USCORP ---------------------------------------------- (Exact Name of Registrant as specified in its charter) Nevada 87-0403330 6719 - ----------------------- ------------------- --------------------------- (State or other jurisdiction of IRS Employer Primary Standard Industrial Incorporation or organization) Identification Number) Classification Code Number)
4535 W. Sahara Ave., Suite 204 Las Vegas, Nevada 89102 ----------------------------------------------- (Address, including zip code of registrant's principal executive offices) (702) 933-4034 --------------------- (Registrant's Area Code and Telephone Number) USCORP 2002 Director and Officers Stock Option Plan and Form of Stock Option Agreement ---------------------------------- (Full Title of Plans) Larry Dietz, President USCORP 4535 W. Sahara Ave., Suite 204 Las Vegas, Nevada 89102 ----------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------------
CALCULATION OF REGISTRATION FEE ========================================================================================= Title of Each Class Proposed Maximum Proposed Amount of of Securities Amount to be Offering Price Maximum Aggregate Registration to be Registered Registered (1) Per Share (2) Offering Price (2) Fee - ----------------------------------------------------------------------------------------- Common 2,045,350 $.72 $1,472,652 $135.48 =========================================================================================
(1) Consists of shares issuable upon exercise of options granted and to be granted pursuant to the USCORP 2002 Stock Option Plan, subject to adjustment for anti-dilution as provided therein. (2) The proposed maximum offering price and the proposed maximum aggregate offering price have been calculated pursuant to Rule 457(h)(1) on the basis of the average closing price for the last five days of trading. 1 EXPLANATORY NOTE USCorp has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act to register 2,045,356 shares of Common Stock, par value $.01 per share, which we have reserved for issuance upon exercise of stock options granted under the Plan. The information required by Part I of Form S-8 with respect to the foregoing shares is included in documents sent or given to participants in the Plan pursuant to Rule 428(b)(1) 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 by USCORP (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to their reporting requirements under section 13 or 15(d) of the Securities Exchange Act of 1934 ("the Exchange Act" or "the Act"), are incorporated by reference into this Registration Statement: (a) The Registrant's most recent report on Form 8-K dated June 12, 2002, filed with the Commission on June 13, 2002; (b) The Registrant's most recent Annual Report on Form 10-KSB for the fiscal year ended September 30, 2001, filed with the Commission on February 4, 2002; (c) The Registrant's most recent Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 14, 2002; and (d) All documents subsequently filed by USCORP with the Commission after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold, or issued, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Limitation of Liability. (a) The Registrant's Articles of Incorporation do not contain any provisions regarding limits of liability. (b) Nevada Revised Statutes. "NRS 78.747 Liability of stockholder, director or officer for debtor liability of corporation. 1. Except as otherwise provided by specific statute, no stockholder, director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the stockholder, director or officer acts as the alter ego of the corporation. 2. A stockholder, director or officer acts as the alter ego of a corporation if: (a) The corporation is influenced and governed by the stockholder, director or officer; (b) There is such unity of interest and ownership that the corporation and the stockholder, director or officer are inseparable from each other; and (c) Adherence to the corporate fiction of a separate entity would sanction fraud or promote a manifest injustice. 3. The question of whether a stockholder, director or officer acts as the alter ego of a corporation must be determined by the court as a matter of law." Indemnification. (a) Articles of Incorporation. The Articles of Incorporation of the Registrant provide for the following regarding indemnification: "Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer employee or agent of another corporation, partnership, joint 3 venture, trust or other enterprise, against expenses (including attorneys' fee), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonable believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fee), actually and reasonable incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonable believed to be in or not opposed to the best interest of the Corporation and except no indemnification shall be made in respect of any claim, issue or matter as to which such a person shall have been adjudged to be liable for negligence of misconduct in the performance of his duty to the Corporation unless and only to the extent the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. 3. To the extent that any person referred to in paragraphs 1 and 2 of this Article XI has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. 4. Any indemnification under paragraphs 1 and 2 of this Article XI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs 1 and 2 of this Article XI. Such determination shall be made (a) by the Board of Directors by majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. 4 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as provided in this Article XI. 6. The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article XI. 8. For the purposes of this section, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity." (b) Bylaws. The Bylaws of the Registrant do not contain any provisions with respect to indemnification: (c) Nevada Revised Statutes. "NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions. 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or 5 other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) Is not liable pursuant to NRS 78.138 [directors and officers duty to exercise their powers in good faith and with a view to the interests of the corporation]; or (b) Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) Is not liable pursuant to NRS 78.138; or (b) Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses. 6 1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 3. The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. NRS 78.752 Insurance and other financial arrangements against liability of directors, officers, employees and agents. 7 1. A corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. 2. The other financial arrangements made by the corporation pursuant to subsection 1 may include the following: (a) The creation of a trust fund. (b) The establishment of a program of self-insurance. (c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation. (d) The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court. 3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of the other person's stock or other securities is owned by the corporation. 4. In the absence of fraud: (a) The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (b) The insurance or other financial arrangement: (1) Is not void or voidable; and (2) Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement. 5. A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions of Title 57 of NRS." 8 USCorp has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description - ----------- ----------- 4 2002 Officers and Directors Stock Option Plan. 5 Opinion of Roy C. Hopkins, Esq. regarding legality of the Securities being registered. 23.1 Consent of Henry Schiffer, CPA, independent auditor. 23.2 Consent of Roy C. Hopkins, Esq. ITEM 9. UNDERTAKINGS. The Registrant undertakes that it will: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) Include any additional or changed material information on the plan of distribution not previously disclosed in the Registration Statement. PROVIDED, HOWEVER, that Registrant does not need to give the statements in paragraph (1)(i) and (1)(ii) if the information required in a post-effective amendment is incorporated by reference from periodic reports filed by USCORP under the Exchange Act. 9 (2) For determining liability under the Securities Act, treat each post-effective amendment as a new Registration Statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. If 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. 10 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 hereunder to be signed by the following persons in the capacities and on the date indicated: Signature Title Date - --------- ----- ---- /s/Robert Dultz ___________________ Chairman and CEO June 20, 2002 Robert Dultz /s/Larry Dietz ___________________ President and Director June 20, 2002 Larry Dietz /s/Michael D Love ___________________ Vice President June 20, 2002 Michael D Love /s/Donald E Brown ___________________ Vice President June 20, 2002 Donald E Brown /s/Spencer Eubank ___________________ Secretary, Treasurer and Director June 20, 2002 Spencer Eubank /s/Carl O'Baugh ___________________ Vice President and Director June 20, 2002 Carl O'Baugh /s/Tom Owens ___________________ Director June 20, 2002 Tom Owens 11 EXHIBIT INDEX Number Exhibit Description - ------ ------------------- 4 2002 Stock Option Plan, dated May 1, 2002 5 Opinion Re: Legality. 23.1 Consent of Accountants 23.2 Consent of Counsel 12 EX-4 3 ex4.txt 2002 OFFICERS AND DIRECTORS STOCK OPTION PLAN EXHIBIT 4 USCORP 2002 STOCK OPTION PLAN ARTICLE I PURPOSE USCorp (the "Company") has established this "USCorp 2002 Stock Option Plan" in order to encourage the acquisition of a proprietary interest in the Company by certain key employees and directors of the Company and its affiliates, and by certain consultants, advisors and other persons who provide services to the Company and its affiliates. Such a proprietary interest in the Company will provide such persons with a direct stake in the future welfare of the Company and strengthen their commitment to remain employed by or associated with the Company and its affiliates. It is also expected that the Plan will encourage qualified persons to seek and accept employment by or association with the Company and its affiliates. To accomplish the foregoing, the Plan contemplates the grant of Incentive Stock Options and Nonqualified Stock Options (all as hereinafter defined) to such persons. ARTICLE II DEFINITIONS Section 2.1 Definitions. Whenever used in this Plan, the following terms shall have the respective meanings set forth in this Section 2.1. "Affiliate" means a corporation which is a parent corporation or a subsidiary corporation (within the meaning of Section 424 of the Code) with respect to the Company. "Associate" means a person who is associated with the Company as a Director, or as a consultant, advisor or other service provider but who is not an Employee. "Board" means the board of directors of the Company. "Business Day" means any day on which banks within the State of Nevada are required to be opened for business. "Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the Board; provided, however, that if a committee has been delegated authority pursuant to Section 3.1 to manage and administer the Plan, then Committee means such committee. "Director" means a member of the Board. "Disability" means, with respect to a Participant, any medically determinable physical or mental impairment that the Committee, on the basis of competent medical evidence, reasonably determines has rendered or will render the Participant permanently and totally disabled within the meaning of Section 422(c)(6) of the Code. 1 "Employee" means a person who performs services as an employee (within the meaning of Section 3401(c)(6) of the Code) of the Company or of an Affiliate. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any corresponding provisions of any subsequent Federal securities law. "Exercise Period" means, with respect to an Option, the period during which such Option may be exercised as determined pursuant to Section 6.2. "Fair Market Value" means, with respect to Shares subject to an Option, on any given date, the value of the Shares or Options as determined pursuant to Section 6.6. "Incentive Stock Option" means an option granted pursuant to the Plan that is intended to satisfy the requirements of Section 422(b) of the Code. "Non-Employee Director" means a Director who comes within the definition of "non-employee director" under Rule 16b-3(b)(3) under the Exchange Act or any rule substituted therefor. "Nonqualified Stock Option" means an option granted pursuant to the Plan other than an Incentive Stock Option. "Option" means an Incentive Stock Option or a Nonqualified Stock Option, as the case may be. "Option Agreement" means, with respect to any person who has been granted an Option, a written agreement (including any amendment or supplement thereto) between the Company and such person. "Option Price" means, with respect to an Option, the price determined pursuant to Section 6.1 at which Shares subject to such Option may be purchased. "Option Value" means, with respect to an Option, on any given date the amount by which the aggregate Fair Market Value of the Shares subject to such Option on such date exceeds the product obtained by multiplying the number of Shares subject to such Option by the Option Price. "Participant" means an Employee or an Associate who receives an Option. "Plan" means the USCorp 2002 Stock Option Plan, as set forth herein and as may be amended. "Retirement" means, if applicable, the termination of employment or association due to retirement after either ten years of employment or association or under a retirement plan of the Company, in each instance with the consent of the Committee. "Securities Act" means the Securities Act of 1933, as amended, or any corresponding provisions of any subsequent Federal securities law. "Share" means a share of the Company's common stock described in Section 5.1. "Ten-Percent Shareholder" means, at any time an Option is granted, an individual who owns (or is considered to own under the attribution rules contained in Section 424(d) of the Code) stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Affiliate. 2 "Termination Date" means, with respect to a Participant, the date on which such Participant's status as an Employee or Associate terminates for any reason. Section 2.2 Rules of Construction. Unless the context otherwise requires or unless otherwise defined herein, (i) a term shall have the meaning assigned to it in Section 2.1, (ii) all references to section numbers shall be to sections of the Plan, (iii) all references to the "Company" shall include any successor thereto, (iv) all references to "employment" or "association" of a Participant shall be to his status as an "Employee" or "Associate," respectively, of one or more of the Company and its Affiliates, (v) "or" shall not be exclusive, (vi) words in the singular shall include the plural, and vice-versa, and (vii) words in the masculine gender shall include the feminine and neuter, and vice-versa. ARTICLE III ADMINISTRATION Section 3.1 Administration. The Plan shall be administered by the Committee, which may be the Compensation Committee of the Board or such other committee of the Board, comprised only of Non-Employee Directors and consisting of at least three Directors to which the Board may delegate the authority to administer the Plan. Section 3.2 Committee Action. In administering the Plan, the Committee shall follow any general guidelines not inconsistent with the Plan established by the Board and may adopt rules and regulations for carrying out the Plan. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel. The interpretation and decision made by the Committee with regard to any question arising under the Plan or under any Option Agreement entered into in connection with the Plan shall be final and conclusive on all persons participating or eligible to participate in the Plan. Section 3.3 Responsibilities of Committee. Subject to the terms and conditions of the Plan and such limitations as the Board from time to time may impose, the Committee shall be responsible for the overall management and administration of the Plan and shall have such authority as shall be necessary or appropriate in order to carry out its responsibilities, including, without limitation, the authority to: (i) grant Options to such persons at such times as it deems advisable, (ii) determine the terms of such Options to be included in grants and the number of Options, 3 (iii) prescribe the terms of the Option Agreements evidencing such Options, and (iv) adopt rules and regulations and prescribe forms for the operation and administration of the Plan. Section 3.4 Compliance with Section 16 of the Exchange Act. It is the intent of the Company that the Plan and any Options granted hereunder be interpreted in a manner so that the Plan and any Options granted hereunder to Participants satisfy the applicable requirements of Rule 16b-3 promulgated under the Exchange Act, so that each Participant, to the maximum extent practicable, will be entitled to the benefits of Rule 16b-3 or other exemptions provided pursuant to the rules adopted under Section 16 of the Exchange Act, and will not be subjected to the "short-swing" liability provisions of Section 16 of the Exchange Act. If any provision of the Plan or of any Option granted hereunder would otherwise frustrate or conflict with the intent expressed in this Section 3.4, that provision to the extent possible shall be interpreted and deemed amended so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to such persons. ARTICLE IV ELIGIBILITY AND PARTICIPATION Employees and Associates are eligible to participate in the Plan, without regard to length of employment or association; provided, however, that an Associate shall not be eligible to receive Incentive Stock Options. The Committee shall determine whether and when an Employee or Associate shall become a Participant and shall determine the numbers of Shares for which Options shall be granted to such person; provided, however, that if such person is a Director and the Committee does not consist of the Board, then the Board shall ratify such grant and the terms thereof in order for such grant to be effective. An Employee or Associate shall be a Participant with respect to any Shares subject to an Option only if he or she executes an Option Agreement with respect to such Shares in such form as the Committee may prescribe. ARTICLE V STOCK SUBJECT TO PLAN; OPTION AGREEMENTS Section 5.1 Stock Subject to Plan. The stock to be offered and delivered under the Plan, pursuant to the exercise of an Option, shall be shares of the Company's authorized common stock, par value $0.01, and may be unissued shares or reacquired shares, as the Committee from time to time may determine. The aggregate number of Shares to be reserved under the Plan shall not exceed 2,045,856, subject to adjustment as set forth in Article VIII. If, during the term of the Plan, an Option expires or terminates for any reason prior to the exercise thereof in full, the Shares subject to such Option but not delivered shall thereafter be available for grants hereunder. The Shares subject to an Option that is exercised shall be charged against the aggregate number of Shares available under the Plan. 4 Section 5.2 Option Agreements. The grant of each Option shall be evidenced by a written Option Agreement executed by the Company and the Participant which shall, among other things: (i) designate such Option as either an Incentive Stock Option or a Nonqualified Stock Option, (ii) specify the number of Shares subject to such Option, (iii) specify the Option Price for the Shares subject to such Option and the period during which such Option may be exercised, (iv) set forth specifically or incorporate by reference the applicable provisions of the Plan, and (v) contain such other terms and conditions not inconsistent with the Plan as the Committee may prescribe. ARTICLE VI TERMS OF OPTIONS Section 6.1 Option Price. The Option Price of Shares subject to an Option that may be purchased upon exercise of an Option shall be such amount as may be determined by the Committee at the time the Option is granted; provided, however, that: (i) the Option Price of any Option shall not be less than the Fair Market Value of such Shares on the date such Option is granted, or less than one hundred and ten percent of the Fair Market Value of such Shares in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder and (ii) the Option Price of any Option granted within one year after the effective date of the Registration Statement shall not be less than the greater of the Initial Public Offering Price and the Fair Market Value on the date of grant. Section 6.2 Exercise Period. Except as otherwise provided in Sections 6.3 and 6.4, an Option shall vest and be exercisable during such Exercise Period as may be determined by the Committee in its sole discretion on the date the Option is granted. Notwithstanding anything to the contrary contained in the Plan, the Exercise Period for an Incentive Stock Option shall not exceed ten years from the date such Option is granted, or five years from the date such option is granted in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder. Section 6.3 Exercise Upon Change in Control. An Option shall automatically become vested and shall be immediately exercisable in full upon the occurrence of any of the following events: (i) any person (within the meaning of Section 13(d) of the Exchange Act) other than the Company or an Affiliate shall, after the Effective Date, become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing thirty percent or more of the combined 5 voting power of the Company's then outstanding voting securities as a result of a tender or exchange offer or open market purchases (privately negotiated or otherwise), unless such ownership by such person has been approved by the Board immediately prior to the acquisition of such securities by such person; (ii) the shareholders of the Company approve (A) an agreement to merge or consolidate with or into another entity pursuant to which the Company is not the survivor, (B) an agreement to sell or otherwise dispose of all or substantially all of the Company's assets, or (C) a plan to liquidate the Company; provided, however, that the Board may determine that Options shall not automatically vest upon approval of any such agreement or plan; or (iii) at any time during a period of two consecutive years (not including any period prior to the adoption of the Plan), individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company's shareholders of each new director during such two-year period is approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Section 6.4 Exercise Upon Termination. If a Participant's employment or association with the Company or an Affiliate terminates for any reason other than for cause, Options granted to such Participant that are exercisable on his Termination Date shall remain exercisable (i) until the expiration of three months (or such other time as shall be determined by the Committee in its sole discretion on the date the Option is granted) from such Termination Date, if such termination occurs for a reason other than the Participant's death, Disability or Retirement, or (ii) the expiration of twelve months (or such other time as shall be determined by the Committee in its sole discretion on the date the Option is granted) from such Termination Date, if such termination occurs on account of the Participant's death, Disability or Retirement. No Option shall be exercisable by a Participant after termination of employment or association for cause. This Section 6.4 shall not apply to a Participant who continues to be an Employee or Associate of the Company or any Affiliate. Notwithstanding anything to the contrary contained in this Section 6.4, no Option shall be exercisable in whole or in part after the expiration date of the Option or more than ten years after the date of grant of such Option. Section 6.5 Limitations on Incentive Stock Options. Except as otherwise provided under the Code, to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during a calendar year (under all stock option plans of the Company and its Affiliates) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. Incentive Stock Options shall not be issued to any person who is not an Employee. Section 6.6 Fair Market Value. The Fair Market Value on any given date of Shares subject to an Option shall be the closing price of the Shares on the principal national securities exchange on which the Shares are traded on the day 6 immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which the Shares are traded if no Shares were traded on such immediately preceding day. If the Shares are not traded on a securities exchange but are quoted in the over-the-counter market, then the Fair Market shall be deemed to be the average of the high bid and low asked prices of the Shares in the over-the-counter market on the day immediately preceding the date as of which Fair Market Value is being determined or on the next preceding date on which such high bid and low asked prices were recorded as reported by a generally accepted reporting service. If the Shares are not publicly traded, Fair Market Value shall be determined in good faith by the Board or the Committee. In no event shall Fair Market Value be less than the par value of the Shares. Section 6.7 Whole or Partial Exercise. Except as otherwise provided in Article VI or as specifically stated in an Option Agreement, an Option may be exercised in whole or in part at any time during the Exercise Period. ARTICLE VII EXERCISE OF OPTIONS Section 7.1 Payment for Shares. Upon the exercise of an Option by a Participant, the Company shall cause the purchased Shares to be issued only when it shall have received the full Option Price therefor paid in cash or, if permitted by applicable law and set forth in the applicable Option Agreement, with Shares, or by surrender of currently exercisable Options, or such other property (not inconsistent with the terms of the Plan) or a combination of cash, Shares and Options to be valued at the Fair Market Value thereof on the date of exercise, and such other property at its fair market value as determined by the Committee. If payment is made by delivery to the Company of Shares owned by the Participant, any Shares so delivered shall have been beneficially owned by the Participant for a period of not less than six months prior to the date of exercise and such Shares shall be in proper form for transfer and accompanied by all requisite stock transfer tax stamps or cash in lieu thereof. If payment is made by surrender to the Company of Options owned by the Participant, such Options shall have an Option Value equal to the Option Price of the Shares as to which the Option is being exercised. Section 7.2 Nontransferability. Any Option granted under the Plan shall be nontransferable except by will or by the laws of descent and distribution. In the event of any such transfer, the entire Option shall be transferred to the same person or entity. During the lifetime of a Participant, any Option granted to such Participant may be exercised only by the Participant. No right or interest of a Participant in any Option shall be subject to any lien, obligation or liability whatsoever. Section 7.3 Fractional Shares. In no event shall an Option be exercisable for or with respect to a fractional share. 7 ARTICLE VIII ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC. In the event of any change in the outstanding Shares through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-up, split-off, spin-off, combination or exchange of shares of the Company's stock, or other like change in the capital structure of the Company, an adjustment shall be made to each outstanding Option granted hereunder such that each such Option shall thereafter be exercisable for such securities, cash and/or other property as would have been received in respect of the Shares subject to such Option had it been exercised in full immediately prior to such change, and such adjustment shall be made successively each time any such change shall occur. The term "Shares" after any such change shall refer to the securities, cash and/or property then receivable upon exercise of an Option. In addition, in the event of any such change, the Committee shall make any further adjustment as may be appropriate to the maximum number of Shares subject to the Plan, and the number of Shares and Option Price of Shares subject to outstanding Options, as shall be equitable to prevent dilution or enlargement of rights under any Option. Notwithstanding the foregoing provisions of this Article VIII (i) each such adjustment with respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code, and (ii) in no event shall any adjustment be made which would render any Incentive Stock Option granted hereunder other than an "incentive stock option" within the meaning of Section 422 of the Code. ARTICLE I X COMPLIANCE WITH LAW No Option shall be exercisable, no Shares shall be delivered, and no payment shall be made under the Plan except in compliance with all Federal and state laws and regulations (including, without limitation, withholding tax requirements and federal and state securities laws and the regulations) and rules of all securities exchanges or self-regulatory organizations on which the Shares may be listed or traded. The Company shall have the right to rely on an opinion of counsel as to such compliance. Any certificate issued to evidence Shares for which an Option is exercised may bear such legends and statements as the Committee upon advice of counsel may deem advisable to assure compliance with Federal and state laws and regulations. No Option shall be exercisable, nor shall Shares nor certificates therefor be issued, under the Plan until the Company has obtained such consent or approval as the Committee may deem advisable from any regulatory bodies having jurisdiction over such matters. ARTICLE X MISCELLANEOUS Section 10.1 Effect on Employment. Neither the adoption of the Plan or its operation, nor any documents describing or referring to the Plan (or any part hereof) shall confer upon any person any right to continue as an Employee or 8 Associate of the Company or any Affiliate or in any way affect any right or power of the Company or any Affiliate to terminate the employment of any Employee or the association of any Associate at any time without assigning a reason therefor. Section 10.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under the Plan. Any liability of the Company to any person with respect to any grant under the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company. Section 10.3 Use of Proceeds. The proceeds received by the Company from the sale of Shares pursuant to the Plan shall be used for general corporate purposes. Section 10.4 Rights as a Shareholder. A Participant shall have no rights with respect to any Share until the Participant shall have become a holder of record of such Share, and the Participant shall not be entitled to any dividends or distributions or other rights in respect of such Share for which the record date is prior to the date on which the Participant shall have become the holder of record therefor, except as otherwise provided in Article VIII. Section 10.5 Construction. Headings are given to the articles and sections of the Plan solely as a convenience to facilitate reference and shall not in any way affect the meaning of the Plan. Section 10.6 Applicable Law. The Plan shall be governed and construed in accordance with the internal laws (and not the law of conflicts) of the State of Nevada. ARTICLE XI AMENDMENT; TERMINATION; EFFECTIVE DATE Section 11.1 Amendment and Termination. The Board may amend or terminate the Plan at any time or from time to time; provided, however, that no amendment shall without all required approvals with respect thereto (i) increase (except as provided by Article VIII) the maximum number of shares as to which Options may be granted under the Plan, or (ii) materially modify the requirements in Article IV as to eligibility for participation in the Plan. Any provision of the Plan to the contrary notwithstanding, no termination or amendment of the Plan may, without the consent of the individual to whom an Option shall have been previously granted, adversely affect the rights conferred by such Option. The Board may amend the terms of any Option at any time or from time to time with the consent of the holder of such Option; provided, however, that no Option may be amended to reduce the Option Price thereof. 9 Section 11.2 Duration of the Plan. Unless terminated earlier pursuant to Section 11.1, the Plan shall terminate upon the expiration of ten years from the earlier of the date of its adoption by the Board or the date on which the Plan is approved by the shareholders of the Company, and no Option shall be granted after termination of the Plan. Section 11.3 Effective Date. The Plan shall become effective upon its adoption by the Board, subject to the approval by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock of the Company present, in person, or by proxy, at a shareholders meeting duly held within one year following adoption of the Plan by the Board. All options granted prior to the date of such shareholder approval shall be subject to such approval and No Option shall be exercisable and no Shares shall be delivered until such approval shall have been received. Adopted by the Board of Directors at a Special Meeting held for such purpose on April 8, 2002. In witness of the unanimous resolution thereof, I do hereby, of even date herewith, to this Corporate Resolution, affix my hand and seal. /s/Spencer Eubank - ----------------- Spencer Eubank, Secretary 10 EX-5 4 ex5.txt OPINION OF ROY C. HOPKINS, ESQ. REGARDING LEGALITY OF THE SECURITIES BEING REGISTERED EXHIBIT 5 Roy C. Hopkins, Esq. 1700 Attridge Road Churchville, New York 14428 (585) 293-2955 April 9, 2002 Board of Directors USCORP Suite 204 4535 West Sahara Avenue Las Vegas, Nevada 89102 Re: Legality of shares issued pursuant to USCORP, Inc. 2002 Stock Option Plan - Form S-8 Board of Directors: I have acted as counsel to USCORP, Inc., a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission")of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Exchange Act"), relating to the registration of two million forty five thousand three hundred fifty six (2,4655,356) shares of its common stock (the "Shares"), $0.01 par value per Share, which are issuable pursuant to the Company's 2002 Stock Option Plan (the "Plan"). In connection with this opinion I have examined and relied upon certified copies or such documents otherwise identified to my satisfaction, including the Plan, corporate records, and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including, but not limited to, the Articles of Incorporation, and all amendments thereto, and Bylaws of the Company, minute books and other records of corporate proceedings, and have reviewed relevant areas of law necessary or appropriate to render my opinion. Based upon and in reliance on the foregoing, and further limitations subject to the qualifications and assumptions set forth below, it is my opinion that the Shares to be issued by the Company pursuant to the Plan have been duly authorized and reserved for issuance, and when the share certificates have been duly executed by the company, and transfer agent, when issued and sold, will be validly issued, fully paid, and non-assessable. This opinion is limited by and subject to the following: (a) In rendering this opinion I have assumed that, at the time of each issuance and sale of the Shares, the Company is a corporation validly existing and in good standing under the laws of the State of Nevada. (b) In my examination of all documents, certificates and records, I have assumed without investigation the authenticity and completeness of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies and the authenticity and completeness of the originals of all documents submitted to me as copies. I have also assumed the genuineness of all signatures, the legal capacity of natural persons, and the authority of all persons executing documents on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to matters of fact material to this opinion, I have relied upon statements and representations of representatives of the Company and of public officials and have assumed the same to have been properly given and to be accurate. (c) My opinion is based solely on and limited to the Federal laws of the United States of America and the Nevada Revised Statutes, and express no opinion as to the laws of any other jurisdiction. I consent to the use of this opinion to be contained in any form or report made and given by the Company to the Securities and Exchange Commission (the "Commission"), and further consent to the use of my name whenever appearing in any such form or report filed with the Commission, and any amendment thereto; provided, however, that any such use or incorporation by reference is limited to the subject matter contained hereinabove. Sincerely, /s/Roy C. Hopkins ------------------- Roy C. Hopkins, Esq. EX-23.1 5 ex231.txt CONSENT OF HENRY SCHIFFER, CPA, INDEPENDENT AUDITOR EXHIBIT 23.1 CONSENT OF ACCOUNTANTS Henry Schiffer, CPA An Accountancy Corporation 315 Beverly Drive, Suite 211 Beverly Hills, Ca. 90212 April 11, 2002 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: USCORP, Inc. - Form S-8 Dear Sir/Madam: As independent certified public accountants, I hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of my report dated January 23, 2002 in USCORP, Inc.'s Form 10-KSB for the fiscal year ended September 31, 2001, and to all references to our firm included in this Registration Statement. Sincerely, /s/Henry Schiffer ----------------- Henry Schiffer EX-23.2 6 ex232.txt CONSENT OF ROY C. HOPKINS, ESQ. EXHIBIT 23.2 CONSENT OF COUNSEL Roy C. Hopkins, Esq. 1700 Attridge Road Churchville, New York 14428 (585) 293-2955 April 9, 2002 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: USCORP, Inc. - Form S-8 Dear Sir/Madam: I have acted as counsel to USCORP, Inc., a Nevada corporation ("Company"), in connection with its Registration Statement on Form S-8 relating to the registration of (2,045,356.00) two million forty five thousand three hundred fifty six shares of its common stock ("Shares"), $0.01 par value per Share, which are issuable pursuant to the 2002 Stock Option Plan. I hereby consent to all references to my firm included in this Registration Statement, including the opinion of legality. Sincerely, /s/ Roy C. Hopkins ------------------ Roy C. Hopkins -----END PRIVACY-ENHANCED MESSAGE-----