-----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, Qut40RO+OvVvDQkZuCZ9rqtb1Bm0cuiDvmq+zRYhfpU21tgYLLXxYTdv3vcQfjaC goIu0KSfP9/UFl7PnMAVhA== 0001090002-02-000284.txt : 20020621 0001090002-02-000284.hdr.sgml : 20020621 20020621130701 ACCESSION NUMBER: 0001090002-02-000284 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 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: 333-90930 FILM NUMBER: 02684109 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 uscs8emp.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 Employee Compensation Plan and Form of Compensation 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 4,200,000 $.72 $3,024,000 $278.21 =========================================================================================
(1) Consists of shares granted and to be granted pursuant to the USCORP Employee Compensation 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 4,200,000 shares of Common Stock, par value $.01 per share, granted under a certain Employee Compensation 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 venture, trust or other enterprise, against expenses (including attorneys' fee), 3 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. 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, 4 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 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: 5 (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." 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. 8 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The Company has unregistered securities issued to a limited number of persons, pursuant to an Employee Compensation Plan of USMetals, Inc., ("USMetals"), a recently acquired private Nevada Corporation. No underwriters or underwriting discounts or commissions were involved. There was no public offering in any such transaction, and the Company believes that each transaction was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), by reason an exemption provided under Rule 701 (17 CFR 230.701). In reliance on 17 CFR 230.701, the plan shares issued thereunder are deemed to be "restricted securities" (as that term is defined in 17 CFR 230.144), thus, the resale of the plan shares must be in compliance with the registration requirements of the Securities Act of 1933 (the "Act"), or by an exemption from those requirements; however, the plan shares may be resold 90 (ninety) days from the date the USMetals became subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as in the case of USMetals becoming acquired by a reporting company as the result of that certain Stock Transfer Agreement, dated April 2, 2002. Moreover, the Company believes the plan shares may be resold at any time by persons who are not "affiliates" of USMetals or the Company (as defined in 17 CFR 230.144) in reliance on 17 CFR 230.144 without compliance with paragraphs (c), (d), (e), and (h) of paragraph (d) of section 230.144. ITEM 8. EXHIBITS. Exhibit No. Description 4 Employee Compensation 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 Counsel (included in Exhibit 5). 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 9 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. (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 Employee Compensation Plan, dated September 8, 2000. 5 Opinion Re: Legality. 23.1 Consent of Accountants. 23.2 Consent of Counsel (included in Exhibit 5). 12 EX-4 3 ex4.txt EMPLOYEE COMPENSATION PLAN EXHIBIT 4 DECO TEK, INC. EMPLOYEE COMPENSATION PLAN ADOPTED: SEPTEMBER 8, 2000 ARTICLE I. INTRODUCTION Section 1.1 PURPOSES. The purposes of the 2001 Employee Compensation Plan (the "Plan") of DECO TEK Inc., (the "Company") are (i) to align the interests of the Company's shareholders and its', Officers and Directors by increasing the proprietary interest of such recipients in regard to the Company's growth, direction and success, (ii) to advance the interests of the Company by retaining Officer/Directors and Non Employee Directors of the Company and (iii) to motivate such Officer/Directors and Non-Employee Directors to act in the long-term best interests of the Company. Section 1.2 DEFINITIONS. "AGREEMENT" shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award. "BOARD" shall mean the Board of Directors of the Company. "CHANGE IN CONTROL" shall have the meaning set forth in Section 4.6(b). "CODE" shall mean the Internal Revenue Code of 1986, as amended. "COMMON STOCK" shall mean the common stock, $0.001 par value, of the Company. "COMPANY" shall mean Deco Tek, Inc., a Nevada Corporation "DISABILITY" shall mean the inability of the holder of an award to perform substantially such holder's duties and responsibilities for a continuous period of at least six months, as determined solely by the Board. "IMMEDIATE FAMILY" shall mean any spouse, child, stepchild, or adopted child. "INCUMBENT BOARD" shall have the meaning set forth in Section 4.8(b)(2) hereof. "NON-EMPLOYEE DIRECTOR" shall mean except as applied to the definition of Board, any director of the Company who is not an officer or employee of the Company. "STOCK" shall mean shares of Common Stock "STOCK AWARD" shall mean an award of Stock under this Plan. Section 1.3 ADMINISTRATION. This Plan shall be administered by the Board. Awards may be made under this Plan, in the form of Stock, to eligible officers and directors of the Company. The Board shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary for the administration of this Plan. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties. 1 The Board may delegate some or all of its power and authority hereunder to the President, Chief Executive Officer, or other executive officer of the Company as the Board deems appropriate. No member of the Board, and neither the President, Chief Executive Officer nor any other executive officer to whom the Board delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the President, Chief Executive Officer, or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys' fees) arising therefrom to the full extent permitted by law, except as otherwise may be provided in the Company's Articles of Incorporation, Bylaws, and under any directors' and officers' liability insurance that may be in effect from time to time. A majority of the Board shall constitute a quorum. The acts of the Board shall be either (i) acts of a majority of the members of the Board present at any meeting at which a quorum is present or (ii) acts approved in writing by a majority of the members of the Board without a meeting. Section 1.4 ELIGIBILITY. Participants in this Plan shall consist of such officers and directors of the Company as the Board in its sole discretion may select from time to time. Non-Employee Directors shall be eligible to participate in this Plan in accordance with Article IV. Section 1.5 SHARES AVAILABLE. Subject to adjustment as provided in Section 4.7, the total number of shares of Common Stock available for all grants of awards under this Plan on any calendar year, shall be percent (10.0%) of the outstanding and issued Common Stock as of January 1 of such year beginning January 1, 2001, plus the number of shares of Common Stock which shall have become available for grants of awards under this Plan in any and all prior calendar years, but which shall not have become subject to any award granted in any prior year. ARTICLE II. STOCK AWARDS Section 2.1 STOCK AWARDS. The Board may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Board . Section 2.2 TERMS OF STOCK AWARDS. Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Board shall deem advisable. (a) NUMBER OF SHARES AND OTHER TERMS. The number of shares of Common Stock shall be determined by the Board. (b) VESTING AND FORFEITURE. The Agreement relating to a Stock Award shall provide, in the manner determined by the Board, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award if the holder of such award remains continuously in the employment of the Company during the specified Period and for the forfeiture of the shares of Common Stock. 2 (c) SHARE CERTIFICATES. A certificate or certificates representing a Stock Award may be registered in the holder's name and may bear a legend, in addition to any legend which may be required, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the terms and conditions of this Plan and the Agreement relating to the Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Stock Award in the event such award is forfeited in whole or in part. (d) RIGHTS WITH RESPECT TO STOCK AWARDS. Unless otherwise set forth in the Agreement relating to a Stock Award, and subject to the terms and conditions of a Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that a distribution with respect to shares of Common Stock, other than a distribution in cash, shall be deposited with the Company. Section 2.3 TERMINATION OF EMPLOYMENT. Except as otherwise provided in Section 4.8, all of the terms relating to a Stock Award, or cancellation of or forfeiture of such Stock Award upon a termination of employment with the Company of the holder of such Stock Award, whether by reason of retirement or other termination, shall be set forth in the Agreement relating to such Stock Award, except that, notwithstanding the foregoing, each Stock Award shall become fully vested and non-forfeitable upon the death or Disability of the Participant awarded such Stock Award, provided such Participant is employed by the Company on the date of death or Disability. ARTICLE III. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS Section 3.1 ELIGIBILITY. Each Non-Employee Director shall be eligible to receive shares of Common Stock in accordance with this Article III. Section 3.2 TIME AND MANNER OF DISTRIBUTION. At the date of any annual meeting of shareholders of the Company during the term of this Plan, Non-Employee Directors shall receive shares of Common Stock in lieu of such Non-Employee Director's future annual stipend. Notwithstanding the foregoing, any distribution made to (i) a Non-Employee Director in respect of the annual retainer payable for the period beginning on the date of the 2001 annual meeting of the shareholders of the Company or (u) an individual who becomes a Non-Employee Director on a date less than three months prior to any annual meeting of shareholders, shall become effective on the first business day that is three months after the date ("Effective Date") such Non-Employee Directors contract, and such distribution shall be applicable only to the portion of such Non-Employee Director's annual stipend determined by multiplying such annual stipend by a fraction, the numerator of which is the number of calendar days from the Effective Date to and including the last day for which such Annual Stipend is payable and the denominator is 365. Any fraction of a share shall be disregarded. 3 ARTICLE IV. GENERAL Section 4.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted to the stockholders of the Company for approval and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the 2001 annual meeting of stockholders, shall become effective on the date of such approval. This Plan shall terminate 5 years after its effective date unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan, provided that no award may be made later than 5 years after the effective date of this Plan. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any awards hereunder shall be void and of no force or effect. Section 4.2 AMENDMENTS. The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation including Section 162(m) of the Code; provided, however, that no amendment shall be made without stockholder approval if such amendment would (a) increase the maximum number of shares of Common Stock available under this Plan (subject to Section 4.7), or (b) extend the term of this Plan; provided further that, subject to Section 4.7. No amendment may impair the rights of a holder of an outstanding award without the consent of such holder. Notwithstanding the foregoing, the Board may condition the grant of any award or combination of awards authorized under the Plan on the surrender or deferral by the Participant of such Participant's right to an award hereunder, a cash bonus, or other compensation otherwise payable by the Company to the Participant. Section 4.3 AGREEMENT. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and the recipient of such award and, upon execution by each party and delivery of the Agreement to the Company, such award shall be effective as of the effective date set forth in the Agreement. Section 4.4 TRANSFERABILITY OF SHARES. (a) Except as set forth in Section 4.4(b) or as otherwise determined by the Board, no Share shall be transferable other than (i) by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Board. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any such award, and all rights thereunder shall immediately become null and void. (b) Notwithstanding the provisions of Section 4.4(a), option rights shall be transferable by a Participant, without payment of consideration therefor by the transferee, to any one or more members of the Participant's Immediate Family (or to one or more trusts established solely for the benefit of one or more members of the Participant's Immediate Family or to one or more partnerships in which 4 the only partners are members of the Participant's Immediate Family); provided, however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered to the Company and such transfer is thereafter effected subject to the specific authorization of, and in accordance with any terms and conditions that shall have been made applicable thereto, by the Board and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Participant. Section 4.5 ADJUSTMENT. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and class of securities available under this Plan, the number and class of securities subject to each outstanding Stock Award, and the terms of each outstanding Share shall be appropriately adjusted by the Board. The decision of the Board regarding any such adjustment shall be final, binding and conclusive. If any such adjustment would result in a fractional security being available under this Plan, such fractional security shall be disregarded Section 4.6 CHANGE IN CONTROL. (a) (1) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change in Control pursuant to Section (b)(1) or (2) below in connection with which the holders of Common Stock receive shares of Common Stock that are registered under Section 12 of the Exchange Act, (i) the Restriction Period applicable to any outstanding Stock Award shall lapse, (ii) there shall be substituted for each share of Common Stock available under this Plan, whether or not then subject to an outstanding award, the number and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. (b) (1) the acquisition by any individual, entity or group (a "Person"), including any person within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); or (2) approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company. Section 4.7 NO RIGHT OF PARTICIPATION OR EMPLOYMENT. No person outside of officers, directors, or non-employee directors shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by the Company, or affect in any manner the right of the Company to terminate the employment of any person at any time without liability hereunder. 5 Section 4.8 RIGHTS AS STOCKHOLDER No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security. Section 4.9 GOVERNING LAW. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Nevada construed in accordance therewith without giving effect to principles of conflicts of laws. Section 4.10 DEFERRAL AGREEMENTS. The Participants may enter into agreements which will defer the receipt of any shares of Common Stock to be received under an award. Any such agreement shall require that the deferred distribution be made in shares of Common Stock. 6 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 10 , 2002 The Board of Directors USMetals, Inc. Suite 204 4535 West Sahara Avenue Las Vegas, Nevada 89102 Subject: Determination of Applicability of the Issuance of Shares under Rule 701 Pursuant to the Employee Compensation Plan of USMetals, Inc., a Nevada corporation. Ladies and Gentlemen: I have examined the Employee Compensation Plan (the "Plan") that was adopted on September 8, 2000 by USMetals, Inc., a Nevada corporation (the "Company" and "Metals"), in connection with the issuance of 4,200,000 shares of the Company's common stock (the "Plan Shares") and issued to certain of the Company's officers and directors in reliance on the provisions promulgated by Rule 701 (17 CFR 230.701) of the Securities Act of 1933 (the "Act"). In connection with this opinion, I have examined and relied upon certified copies or such documents, or otherwise identified to my satisfaction, including the Plan, corporate records, and other instruments, as deemed necessary or appropriate for purposes of this opinion, including, but not limited to, the Company's Articles of Incorporation, and all amendments thereto, the Bylaws of the Company, the minute books and other records of the Company's corporate proceedings, and I have reviewed relevant areas of law necessary or appropriate to render my opinion; consequently, my opinion is based solely on, and limited to, the Federal laws of the United States of America and the Nevada Revised Statutes, as amended and as in effect on the date hereof, and express no opinion as to the laws of any other jurisdiction or to any other circumstances. I have used a number of assumptions to opine on the Plan Shares; namely, (a) in rendering this opinion, I have assumed that on the date of the issuance of the Plan Shares, the Company was a duly formed and validly existing private corporation in good standing under the laws of the State of Nevada (organized under ss. 78.010 through ss. 78.090, inclusive, of the Nevada Revised Statutes, as amended, and as in effect of the date hereof); (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 by the Company 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; and, (c) I have assumed the genuineness of all signatures, the legal capacity of the natural persons, and the authority of all persons executing any documents on behalf of the parties thereto other than the 1 Company; (d) the due authorization, execution, and delivery of all documents by the parties thereto other than the Company and (e) the Company is a close corporation organized under ss.78.010 through ss.78.090 inclusive, of the Nevada Revised Statues, as amended and as in effect on the date hereof. As to matters of fact material to this opinion, I have relied upon statements and representations of representatives of Metals and of public officials and have assumed the same to be properly given and to be accurate. Moreover, on the date the Plan Shares were issued in accordance with the Plan, the Company was not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), and, the Plan Shares, including the Company's common stock, were not publicly trading on any intermediary quotation system and were not registered on any form, under any rule or regulation, or the Securities and Exchange Commission. The Plan Shares consist of 4,200,000 of the Company's common stock, which were issued to certain of the Company's officers and directors as compensation for the performance of work or services to the Company in the ordinary course. As of the date of the issuance of the Plan Shares, the Company was authorized to issue 100,000,000 shares of common stock, without regard to class or series, $0.001 par value per share. Based upon the foregoing, I am of the opinion that the Plan Shares, which were issued in the manner described in the Plan, were duly authorized, validly issued, fully paid, and non-assessable; that Metals complied in every material respect with the stipulations set forth in Rule 701 relative to the issuance of the Plan Shares, and, the Plan Shares are exempt from registration pursuant to Rule 701. Furthermore, Metals was, on the date of the Plan, eligible to seek the exemption from the registration of its securities in reliance on Rule 701. 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. Very truly yours, /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 -----END PRIVACY-ENHANCED MESSAGE-----