UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
|
Washington, DC
20549 |
| |
Registration
Statement |
on Form S-8 |
Under the
Securities Act of 1933 |
| |
Data
Call Technologies, Inc. |
(Exact name of
Registrant as specified in its charter) |
| |
|
Nevada |
30-0062823 |
(State of Incorporation) |
(IRS Employer Identification
Number) |
| |
|
| 700 South
Friendswood Drive, Suite E, Friendswood, Texas |
77546 |
(Address of
Principal Executive Offices) |
(Zip Code) |
| |
| 2015 Employee
Incentive Plan |
| (Full title of the
plan) |
| |
| Tim Vance, 700
South Friendswood Drive, Suite E, Friendswood, TX 77546 |
| (Name, address and
telephone number of agent for service) |
| |
Approximate
Date of Commencement of Proposed Sales under the 2015 Employee Incentive Plan: |
As soon as practicable after this Registration
Statement becomes effective |
| |
| Total Number of
Pages: 11 |
| Exhibit Index begins
on sequentially numbered page: 3 |
Calculation of Registration Fee
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
| Common Stock par value $0.001 |
25,000,000 |
$0.003(2) |
$75,000 |
$9.68 |
| (1) Pursuant to Rule 457(c), the
registration fee is calculated on the basis of the volume based average of the high and
low price of the Registrant's common stock on OTCBB on December 26, 2014. |
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The documents containing the information specified in
Part I, Items 1 and 2, will be delivered to each of the participants in accordance with
Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The employees participating in the 2015 Employee
Incentive Plan shall be provided a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section 10(a)
prospectus directed in writing or orally to the Registrant's CEO or corporate secretary at
700 South Friendswood Drive, Suite E, Friendswood, TX 77546 telephone number (281) 816
3018.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
By this reference, the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") are
incorporated into and made a part of this Registration Statement:
- Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014; June
30, 2014; and September 30, 2014, as filed with the Commission;
- Registrant's Annual Report on Form 10-K for the year ended December 31, 2013, as filed
with the Commission;
- The description of the Registrant's Common Stock is set forth in the Registrant's
registration statement on Form SB-2/A filed with the SEC on November 8, 2006.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement 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 which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of 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 which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's common stock is registered under
Section 12(g) of the Exchange Act. The description of the Registrant's common stock is set
forth in the Registrant's registration statement on Form SB-2/A filed with the SEC on
November 8, 2006.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada General Corporation Law
allows the Company to indemnify any person who was or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason of the fact
that he or she is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee, or agent of
any corporation, partnership, joint venture, trust or other enterprise. The Company may
advance expenses in connection with defending any such proceeding, provided the indemnitee
undertakes to pay any amounts if it is later determined that the person was not entitled
to be indemnified by the Company.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, offices or controlling persons of
the Company, pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 hereunder, the Company 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 Securities Act and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
5.1 Opinion of Thomas J. Craft, Jr., Esq., regarding legality of the
securities, filed herewith.
23.1 Consent of Thomas J. Craft, Jr., Esq., contained in Exhibit 5.1
filed herewith.
23.2 Consent of M&K CPAS, PLLC, Certified Public Accountants, filed
herewith.
99.1 2015 Employee Incentive Plan. filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering:
(i) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(ii) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person against the registrant 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 Securities Act and will be governed by the final adjudication of such
issue.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
above-described provisions or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in
the Securities act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized on this December 30, 2014.
Data Call Technologies, Inc.
/s/ Timothy E. Vance
Timothy E. Vance, CEO
Exhibit 5.1
Thomas J. Craft, Jr., Esq.
5420 North Ocean Drive, Suite 2102
Singer Island, FL 33404
Phone: (561) 317-7036
December 29, 2014
U.S. Securities and Exchange Commission
100 F Street, NW
Washington, DC 20549
Re: Data Call Technologies, Inc.
Commission File No. 000-54696
Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Data Call Technologies, Inc., a Nevada
corporation (the “Company”), I am familiar with the registration statement on
Form S-8 (the “Registration Statement”) being filed by the Company with the
Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Act”), on the date hereof. The Registration Statement
relates to the registration by the Company of 25,000,000 shares (the “Shares”)
of its common stock, $0.0001 par value (“Common Stock”), pursuant to the
Company's 2015 Employee Incentive Plan (the "Plan").
In arriving at the opinion expressed below, I have examined and relied
on the Certificate of Incorporation and By-Laws of the Company, each as amended and
restated to date, the records of meetings and consents of the Board of Directors and
stockholders of the Company provided to my firm by the Company, the Registration Statement
and the Plan. In addition, I have examined and relied on the originals or copies certified
or otherwise identified to my satisfaction of all such corporate records of the Company
and such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and I have made such examination of
law, as I have deemed appropriate as a basis for the opinion expressed below. Further, I
assume that all Shares to be granted or issued pursuant to the Plan will be issued in
accordance with the applicable terms of the Plan and that the Shares will be issued for
valid consideration equal to or in excess of the par value thereof.
In rendering the opinion expressed below, I express no opinion other
than as to the federal laws of the United States, the Nevada Revised Statutes, including
the statutory provisions contained therein, and the reported judicial decisions
interpreting these provisions.
Based upon and subject to the foregoing and the other matters set forth
herein, it is my opinion that the Shares, when issued and delivered pursuant to the Plan
will be validly issued, fully-paid and nonassessable. This opinion is to be used only in
connection with the Shares issued pursuant to the Registration Statement while the
Registration Statement is in effect. This opinion is being delivered solely for the
benefit of the Company and such other persons as are entitled to rely upon it pursuant to
the applicable provisions of the Act. This opinion may not be used, quoted, relied upon or
referred to for any other purpose nor may this opinion be used, quoted, relied upon or
referred to by any other person, for any purpose, without my prior written consent.
Please note that I am opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. I hereby
consent to the filing of this opinion as an exhibit to the Registration Statement in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to
the reference to our firm under the caption, “Interests of Named Experts and
Counsel.” In giving such consent, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/Thomas J. Craft, Jr.
Thomas J. Craft, Jr., Esq.
Exhibit 23.1
(Contained in Opinion-Exhibit 5.1)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use of the registration statement on Form S-8 of Data Call
Technologies, Inc. of our report dated March 28, 2014 on our audit of the financial
statements of Data Call Technologies, Inc. as of December 31, 2013 and 2012, and the
related statements of operations, stockholders’ equity (deficit) and cash flows for
the years then ended and the reference to us under the caption “Experts” in the
Registration Statement.
/s/ M&K CPAS, PLLC
Houston, Texas
December 30, 2014
Exhibit 99.1
DATA CALL TECHNOLOGIES, INC.
2015 EMPLOYEE INCENTIVE PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, Data Call Technologies, Inc., a
Nevada corporation (the "Company"), hereby establishes this plan of stock-based
compensation for selected Eligible Participants of the Company. This Plan shall be known
as the Data Call Technologies, Inc. 2015 Employee Incentive Plan (the "Plan").
1.2 Purpose. The purpose of this Plan is to promote the best interest of the Company, and
its stockholders by providing a means of non-cash remuneration to selected Eligible
Participants.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in this Plan:
2.1 "Affiliated Corporation" means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect to the
Company (within the meaning of Sections 424(e) and (f), respectively, of the Internal
Revenue Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be amended from
time to time.
2.3 "Committee" means a committee designated by the Board of Directors to
administer this Plan or, if no committee is so designated, the Board of Directors. Any
Committee member who is also an Eligible Participant may receive an Option or Stock Award
only if he abstains from voting in favor of a grant to himself, and the grant is
determined and approved by the remaining Committee members. The Board of Directors, in its
sole discretion, may at any time remove any member of the Committee and appoint another
Director to fill any vacancy on the Committee.
2.4 "Common Stock" means the Company's $0.001 par value common stock.
2.5 "Company" means Data Call Technologies, Inc., a Nevada corporation.
2.6 "Effective Date" means the effective date of this Plan, as set forth in
Section 17 hereof.
2.7 "Eligible Participant" means any employee, director, officer, consultant, or
advisor of the Company, or such other persons who provided bona fide services to the
Company, each of whom is determined (in accordance with the provisions of Section 4
hereof) to be eligible to receive an Option or Stock Award hereunder.
2.8 "Option" means the grant to an Eligible Participant of a right to acquire
shares of Common Stock.
2.9 "Plan" means this Data Call Technologies, Inc. 2015 Employee Incentive Plan
dated effective December 26, 2014.
2.10 "Stock Award" means the grant to an Eligible Participant of shares of
Common Stock issuable directly under this Plan rather than upon exercise of an Option.
Wherever appropriate, words used in this Plan in the singular may mean the plural, the
plural may mean the singular, and the masculine may mean the feminine.
SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN
Upon adoption by the Company's Board of Directors, this Plan became effective as of
December 26, 2014. In the absence of contrary action by the Board of Directors, and except
for action taken by the Committee pursuant to Section 4 in connection with the
determination of Eligible Participants, any action taken by the Committee or by the Board
of Directors with respect to the implementation, interpretation or administration of this
Plan shall be final, conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time after the effective date
of this Plan: (i) the Eligible Participants; (ii) the number of shares of Common Stock
issuable directly or to be granted pursuant to an Option; (iii) the price per share at
which each Option may be exercised, in cash or cancellation of fees for services for which
the Company is liable, if applicable, or the value per share if a direct issue of stock
pursuant to a Stock Award; and (iv) the terms on which each Option may be granted. Such
determination, as may from time to time be amended or altered at the sole discretion of
the Committee. Notwithstanding the provisions of Section 3 hereof, no such determination
by the Committee shall be final, conclusive and binding upon the Company unless and until
the Board of Directors has approved the same; provided, however, that if the Committee is
composed of a majority of the persons then comprising the Board of Directors of the
Company, such approval by the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION OR STOCK AWARD
Subject to the terms and provisions of this Plan, the terms and conditions under which an
Option or Stock Award may be granted to an Eligible Participant shall be set forth in a
written agreement (i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or
Employment Agreement) or, if an Option, a written Grant of Option. (The form shall be
determined by the Committee, in its sole discretion, or may be determined by the Board of
Directors)
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the Company either
directly as Stock Awards or underlying Options granted under this Plan shall be
twenty-five million (25,000,000 shares of Common Stock. The total number of shares of
Common Stock reserved for such issuance may be increased only by a resolution adopted by
the Board of Directors and amendment of this Plan. Such Common Stock may be authorized and
unissued or reacquired Common Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the Committee and approval by the
Board of Directors (if necessary, pursuant to Section 4 hereof) of the Eligible
Participants and the number of shares an Eligible Participant may be issued directly as a
Stock Award or eligible to purchase pursuant to an Option, the Committee shall give
written notice thereof to each Eligible Participant, which notice may be accompanied by
the Grant of Option, if appropriate, to be executed by such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly as a Stock Award or the exercise
price for each Option to purchase shares of Common Stock pursuant to paragraph 7.1 shall
be as determined by the Committee, it being understood that the price so determined by the
Committee may vary from one Eligible Participant to another. In computing the negotiated
direct issue price as a Stock Award or the Option exercise price per share of Common
Stock, the Committee shall take into consideration, among other factors, the restrictions
set forth in Section 11 hereof.
SECTION 8. TERMS AND CONDITIONS OF OPTIONS
The Committee shall determine the terms and conditions of each Option granted to Eligible
Participants, which terms shall be set forth in writing. The terms and conditions so set
by the Committee may vary from one Eligible Participant to another. In the event that all
the Committee approves an Option permitting deferred payments, the Eligible Participant's
obligation to pay for such Common Stock may be evidenced by a promissory note executed by
such Eligible Participant and containing such modifications thereto and such other
provisions as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION
The Company shall deliver to each Eligible Participant such number of shares of Common
Stock as such Eligible Participant is entitled to receive pursuant to a Stock Award or
elects to purchase upon exercise of the Option. Such shares, which shall be fully paid and
non-assessable upon the issuance thereof (unless a portion or all of the purchase price
shall be paid on a deferred basis) shall be represented by a certificate or certificates
registered in the name of the Eligible Participant and stamped with an appropriate legend
referring to the restrictions thereon, if any. Subject to the terms and provisions of the
Nevada General Corporation Law and the written agreement to which he is a party, an
Eligible Participant shall have all the rights of a stockholder with respect to such
shares, including the right to vote the shares and to receive all dividends or other
distributions paid or made with respect thereto (except to the extent such Eligible
Participant defaults under a promissory note, if any, evidencing the deferred purchase
price for such shares), provided that such shares shall be subject to the restrictions
hereinafter set forth. In the event of a merger or consolidation to which the Company is a
party, or of any other acquisition of a majority of the issued and outstanding shares of
Common Stock of the Company involving an exchange or a substitution of stock of an
acquiring corporation for Common Stock of the Company, or of any transfer of all or
substantially all of the assets of the Company in exchange for stock of an acquiring
corporation, a determination as to whether the stock of the acquiring corporation so
received shall be subject to the restrictions set forth in Section 11 shall be made solely
by the acquiring corporation.
SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS
10.1 Employment. Nothing contained in this Plan or in any Option or Stock Award granted
under this Plan shall confer upon any Eligible Participant any right with respect to the
continuation of his or her employment by the Company or any Affiliated Corporation, or
interfere in any way with the right of the Company or any Affiliated Corporation, subject
to the terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the Eligible
Participant from the rate in existence at the time of the grant of an Option or Stock
Award. Whether an authorized leave of absence, or absence in military or government
service, shall constitute termination of employment shall be determined by the Committee
at the time.
10.2 Non-transferability. No right or interest of any Eligible Participant in an Option or
Stock Award shall be assignable or transferable during the lifetime of the Eligible
Participant, either voluntarily or involuntarily, or subjected to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy, garnishment,
attachment, pledge or bankruptcy. However, the Board of Directors may, in its sole
discretion, permit transfers to family members if and to the extent such transfers are
permissible under applicable securities laws. In the event of an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award shall be
transferable by testamentary will or the laws of descent and distribution, and delivery of
any shares of Common Stock due under this Plan shall be made to, and exercise of any
Options may be made by, the Eligible Participant's legal representatives, heirs or
legatees. If in the opinion of the Committee a person entitled to payments or to exercise
rights with respect to this Plan is unable to care for his or her affairs because of
mental condition, physical condition, or age, payment due such person may be made to, and
such rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory to the
Committee of such status.
SECTION 11. GENERAL RESTRICTIONS
11.1 Representations. Eligible Participant to whom an Option or Stock Award is granted,
represents to the Company and agrees, that as a condition of exercising such Option, or
receiving such Stock Award, to give assurances in substance and form satisfactory to the
Company and its counsel to the effect that such person is acquiring the Common Stock
subject to the Option or Stock Award for his or her own account for investment and not
with any present intention of selling or otherwise distributing the same, other than
pursuant to an effective registration statement under the Securities Act, and to such
other effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws.
Shares shall not be issued under the Plan unless the issuance and delivery of such Shares
complies with (or is exempt from) all applicable requirements of law, including (without
limitation) the Securities Act, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed, and the Company has obtained the approval of or a
favorable ruling from any governmental agency that the Company determines to be necessary
or advisable.
11.2 Restrictions on Transfer of Common Stock. The shares of Common Stock issuable
directly as a Stock Award or upon exercise of an Option may not be offered for sale, sold
or otherwise transferred except pursuant to an effective registration statement or
pursuant to an exemption from registration, the availability of which is to be established
to the satisfaction of the Company, and any certificates representing shares of Common
Stock will bear a legend to that effect. However, the Company may, in the sole discretion
of the Board of Directors, register with the Securities and Exchange Commission some or
all of the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions may, however, continue to apply to officers, directors, control shareholders
and affiliates of the Company and such persons will be required to obtain an opinion of
counsel as regards their ability to resell shares received pursuant to this Plan.
11.3 Compliance with Securities Laws. Each Option or Stock Award shall be subject to the
requirement that if at any time counsel to the Company shall determine that the listing,
registration or qualification of the shares of Common Stock subject to such Option or
Stock Award upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such Option or Stock Award
may not be accepted or exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on conditions
acceptable to the Committee. Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration or qualification.
11.4 Changes in Accounting Rules. Notwithstanding any other provision of this Plan to the
contrary, if, during the term of this Plan, any changes in the financial or tax accounting
rules applicable to Options or Stock Awards shall occur that, in the sole judgment of the
Committee, may have a material adverse effect on the reported earnings, assets or
liabilities of the Company, the Committee shall have the right and power to modify as
necessary, or cancel any then outstanding and unexercised Options.
SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS
Each Eligible Participant shall be liable for payment of all applicable federal, state and
local income taxes incurred as a result of the receipt of a Stock Award or an Option, the
exercise of an Option, and the sale of any shares of Common Stock received pursuant to a
Stock Award or upon exercise of an Option. The Company may be required, pursuant to
applicable tax regulations, to withhold taxes for an Eligible Participant, in which case
the Company's obligations to deliver shares of Common Stock upon the exercise of any
Option granted under this Plan or pursuant to any Stock Award, shall be subject to the
Eligible Participant's satisfaction of all applicable federal, state and local income and
other income tax withholding requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any Option or Stock Award is assigned
or transferred to any party (other than the Company) pursuant to the provisions of Section
10.2 hereof, such party shall take such Option or Stock Award pursuant to all provisions
and conditions of this Plan, and, as a condition precedent to the transfer of such
interest, such party shall agree (for and on behalf of himself or itself, his or its legal
representatives and his or its transferees and assigns) in writing to be bound by all
provisions of this Plan.
SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation, interpretation and
administration of this Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Appropriate adjustments shall be made to the number of shares of Common Stock issuable
pursuant to an incomplete or pending Stock Award that has not yet been delivered or upon
exercise of any Options and the exercise price thereof in the event of: (i) a subdivision
or combination of any of the shares of capital stock of the Company; (ii) a dividend
payable in shares of capital stock of the Company; (iii) a reclassification of any shares
of capital stock of the Company; or (iv) any other change in the capital structure of the
Company.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board, upon recommendation of the Committee or at its own initiative, at any time may
terminate and at any time and from time to time and in any respect, may amend or modify
this Plan, including:
(a) Increase the total amount of Common Stock that may be awarded under this Plan, except
as provided in Section 15 of this Plan;
(b) Change the classes of persons from which Eligible Participants may be selected or
materially modify the requirements as to eligibility for participation in this Plan;
(c) Increase the benefits accruing to Eligible Participants; or
(d) Extend the duration of this Plan.
Any Option or other Stock Award granted to a Eligible Participant prior to the date this
Plan is amended, modified or terminated will remain in effect according to its terms
unless otherwise agreed upon by the Eligible Participant; provided, however, that this
sentence shall not impair the right of the Committee to take whatever action it deems
appropriate under Section 11 or Section 15. The termination or any modification or
amendment of this Plan shall not, without the consent of a Eligible Participant, affect
his rights under an Option or other Stock Award previously granted to him.
SECTION 17. EFFECTIVE DATE OF THIS PLAN
17.1 Effective Date. This Plan is effective as of December 26, 2014, by action of the
Board of Directors of the Company.
17.2 Duration of this Plan. This Plan shall terminate at midnight on October 31, 2019,
which is the day before the fifth anniversary of the Effective Date, and may be extended
thereafter or terminated prior thereto by action of the Board of Directors; and no Option
or Stock Award shall be granted after such termination. Options and Stock Awards
outstanding at the time of this Plan termination may continue to be exercised, or become
free of restrictions, in accordance with their terms.
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall inure to the
benefit of, each Eligible Participant, his executives or administrators, heirs, and
personal and legal representatives.
Board of Directors of Data Call Technologies, Inc.
By: /s/: Timothy Vance
Chief Executive Officer and Chairman
Dated: December 26, 2014
Grafico Azioni Data Call Technologies (PK) (USOTC:DCLT)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Data Call Technologies (PK) (USOTC:DCLT)
Storico
Da Nov 2023 a Nov 2024
