(Exact name of registrant as specified in its charter)
Nevada 11-2620387
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No)
1420 N. Lamar Blvd., Oxford MS 38655
(Address of Principal Executive Offices) (Zip Code)
Amended 2004 Stock Incentive Program For Employees and Consultants
(Full title of plan)
United Corporate Services, Inc.
202 S. Minnesota St.
Carson City, NV 89703
(Name and address of agent for service)
775-884-0490
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered(1) Amount to be Registered Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee(2)
Common 10,000,000 $.03 $105,000.00 $12.36
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") based upon the fair market value of the stock at the time it is granted under the Plan.
THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8, FILED SEPTEMBER 13, 2004, SEC FILE NO. 333-118962, ARE HEREBY INCORPORATED BY THIS REFERENCE
REGISTRANT IS REGISTERING AN ADDITIONAL 3,500,000 SHARES UNDER ITS 2004 STOCK INCENTIVE PLAN FOR EMPLOYEES AND CONSULTANTS AS FILED UNDER FORM S-8 REFERENCED ABOVE.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oxford, State of Mississippi, on December 27th, 2005.
MODERN TECHNOLOGY CORP.
/s/ Anthony Welch
Anthony Welch, President, CEO, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacity ad on the date indicated.
/s/ Anthony Welch
Anthony Welch, President, Chairman
Date: December 27, 2005
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Board of Directors has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oxford, State of Mississippi on December 27th, 2005.
Modern Technology Corp. 2004 Stock Incentive Plan for Employees and Consultants
By: /s/ Anthony Welch
Name: Anthony Welch
Title: Chairman
PARSONS LAW FIRM
ATTORNEYS AT LAW
2070 SKYLINE TOWER
10900 NE 4TH STREET
BELLEVUE, WASHINGTON 98004
(425) 451-8036 FAX (425) 451-8568
James B. Parsons* e-mail firm-info*parsonslaw.biz *Also admitted in Oregon and
jparsons*parsonslaw.biz the Northern Mariana Islands
January 9, 2006
Board of Directors
Modern Technology Corp.
To Whom It May Concern::
In my capacity as counsel for Modern Technology Corp. ("MOTG"), I have participated in the corporate proceedings relative to the authorization and issuance by the Company of a maximum of 3,500,000 shares of common stock pursuant to the Amended 2004 Stock Incentive Plan for Employees and Consultants as set out and described in the Company's Registration Statement on Form S-8 (File No. 002-80891) under the Securities Act of 1933 (the "Registration Statement"). I have also participated in the preparation and filing of the Registration Statement.
Based upon the foregoing and upon my examination of originals (or copies certified to our satisfaction) of such corporate records of the Company and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed, and assuming the accuracy and completeness of all information supplied me by the Company, having regard for the legal considerations which I deem relevant, I opine that:
The Company is a corporation duly organized and validly existing under the laws of the State of Nevada; The Company has taken all requisite corporate action and all action required by the laws of the State of Nevada with respect to the authorization, issuance and sale of common stock to be issued pursuant to the Registration Statement; The maximum of 3,500,000 shares of common stock, when issued and distributed pursuant to the Registration Statement, will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to my firm in the Registration Statement.
Very truly yours,
PARSONS LAW FIRM
/s/ James B. Parsons
James B. Parsons
JBP:aqs
MODERN TECHNOLOGY, INC.
Amended 2004 Stock Incentive Plan For Employees And Consultants
1. Definitions: As used herein, the following definitions shall apply:
(a) "Board of Directors" shall mean the Board of Directors of the Corporation.
(b) "Committee" shall mean the Compensation Committee designated by the Board of Directors of the Corporation, or such other committee as shall be specified by the Board of Directors to perform the functions and duties of the Committee under the Plan; provided, however, that, the Committee shall comply with the requirements of (i) Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder.
(c) "Corporation" shall mean Modern Technology, Inc., a Nevada corporation, or any successor thereof.
(d) "Discretion" shall mean in the sole discretion of the Committee, with no requirement whatsoever that the Committee follow past practices, act in a manner consistent with past practices, or treat an employee or consultant in a manner consistent with the treatment afforded other employees or consultants with respect to the Plan.
(e) "Participant" shall mean any individual designated by the Committee under Paragraph 6 for participation in the Plan.
(f) "Plan" shall mean this Modern Technology, Inc. 2004 Stock Incentive Plan for Employees and Consultants.
(g) "Subsidiary" shall mean any corporation or similar entity in which the Corporation owns, directly or indirectly, stock or other equity interest ("Stock") possessing more than 25% of the combined voting power of all classes of Stock; provided, however, that a grant of stock hereunder may be granted to an employee of a Subsidiary only if the Subsidiary is a corporation and the Corporation owns, directly or indirectly, 50% or more of the total combined voting power of all classes of Stock of the Subsidiary.
2. Purpose of Plan: The purpose of the Plan is to provide employees and consultants of the Corporation and its Subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Corporation and its Subsidiaries, to join the interests of employees and consultants with the interests of the shareholders of the Corporation, and to facilitate attracting and retaining employees and consultants of exceptional ability.
3. Administration: The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall determine, from those eligible to be Participants under the Plan, the persons to be granted stock, the amount of stock to be granted to each such person, and the terms and conditions of any stock grant. Subject to the provisions of the Plan, the Committee is authorized to interpret the Plan, to make, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the Plan's administration. Interpretation and construction of any provision of the Plan by the Committee shall, unless otherwise determined by the Board of Directors of the Corporation, be final and conclusive. A majority of the Committee shall constitute a quorum, and the acts approved by a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee.
4. Indemnification of Committee Members: In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by the Corporation in connection with any claim, action, suit or proceeding relating to any action taken or failure to act under or in connection with the Plan or any stock granted hereunder to the full extent permitted by applicable law or provided for under the Corporation's Articles of Incorporation or Bylaws with respect to indemnification of directors of the Corporation.
5. Maximum Number of Shares Subject to Plan: The maximum number of shares which may be granted under the Plan shall be 3,500,000 shares in the aggregate of Common Stock of the Corporation.
6. Participants: The Committee shall determine and designate from time to time, in its Discretion, those employees and consultants of the Corporation or any Subsidiary to receive stock that, in the judgment of the Committee, are or will become responsible for the direction and financial success of the Corporation or any Subsidiary.
7. Written Agreement: Each stock award shall be evidenced by a written agreement (each a "Corporation-Participant Agreement") containing such provisions as may be approved by the Committee. Each such Corporation-Participant Agreement shall constitute a binding contract between the Corporation and the Participant and every Participant, upon acceptance of such Agreement, shall be bound by the terms and restrictions of the Plan and of such Agreement. The terms of each such Corporation-Participant Agreement shall be in accordance with the Plan, but each Corporation- Participant Agreement may include such additional provisions and restrictions determined by the Committee, in its Discretion, provided that such additional provisions and restrictions are not inconsistent with the terms of the Plan.
8. Allotment of Shares: The Committee shall determine and fix, in its Discretion, the number of shares of Common Stock with respect to which a Participant may be granted.
9. Stock Price: The initial and standard price per share of common stock to be issued directly shall be the Fair Market Value per share, but may be changed in each case by the Board, or its designee, from time to time. If the share price is changed, the Board, or its designee, shall determine the share price no later than the date of the issuance of the shares and at such other times as the Board, or its designee, deems necessary. The Board shall have absolute final discretion to determine the price of the common stock under the Plan. In the absence of such specific determination, the share price will be the Fair Market Value per share. "Fair Market Value" shall mean, if there is an established market for the Company's Common Stock on a stock exchange, in an over-the-counter market or otherwise, the Closing Bid Price of the Company's stock for the trading day which is the valuation date, provided that the Board may, in its discretion provide an alternative definition for Fair Market Value in the instrument granting the right. Unless otherwise specified by the Board at the time of grant (or in the formula applicable to such grant), the valuation date for purposes of determining the stock price shall be the date of grant. The Board may specify that, instead of the date of grant, the valuation date shall be a valuation period of up to ninety (90) days prior to the date of grant, and Fair Market Value for purposes of such grant shall be the average over the valuation period of the mean of the highest and lowest quoted selling prices on each date on which sales were made in the valuation period. If there is no established market for the Company's Common Stock, or if there were no sales during the applicable valuation period, the determination of Fair Market Value shall be established by the Board in its sole discretion, considering the criteria set forth in Treas. Reg. Section 20.2031-2 or successor regulations.
10. Reclassification, Consolidation Or Merger: If and to the extent that the number of issued shares of common stock of the Company shall be increased or reduced by change in par value, split-up reclassification, distribution of a dividend payable in stock, or the like, the number of shares subject to direct issuance held by a person and the price per share shall be proportionately adjusted. If the Company is reorganized or consolidated or merged with another corporation, the person shall be entitled to receive direct issuance covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions.
12. Non-transferability of Stock Rights: No stock right granted under the Plan to a Participant shall be transferable by such Participant otherwise than by will or by the laws of descent and distribution. However, any stock issued shall be freely transferable after issuance.
14. Continuation of Employment: The Committee may require, in its Discretion, that any Participant under the Plan to whom a stock shall be granted shall agree in writing as a condition of the granting of such stock award to remain in the employ or to remain as a consultant of the Corporation or a Subsidiary for a designed minimum period from the date of the granting of such stock award as shall be fixed by the Committee.
16. Rights to Continued Employment: Nothing contained in the Plan or in any stock granted or awarded pursuant to the Plan, nor any action taken by the Committee hereunder, shall confer upon any Participant any right with respect to continuation of employment or consultancy by the Corporation or a Subsidiary nor interfere in any way with the right of the Corporation or a Subsidiary to terminate such person's employment or consultancy at any time.
17. Effectiveness of Plan: The Plan shall be effective on the date the Board of Directors of the Corporation adopts the Plan.
18. Termination, Duration and Amendments of Plan: The Plan may be abandoned or terminated at any time by the Board of Directors of the Corporation. Unless sooner terminated, the Plan shall terminate on the date ten years after its adoption by the Board of Directors, and no stock may be granted or awarded thereafter. The termination of the Plan shall not affect the validity of any stock grant outstanding on the date of termination.
For the purpose of conforming to any changes in applicable law or governmental regulations, or for any other lawful purpose, the Board of Directors shall have the right, with or without approval of the shareholders of the Corporation, to amend or revise the terms of the Plan at any time; provided, however, that no such amendment or revision shall (i) without approval or ratification of the shareholders of the Corporation (A) increase the maximum number of shares in the aggregate which are subject to the Plan (subject, however, to the provisions of Paragraph 5), (B) increase the maximum number of shares for which any Participant may be granted stock under the Plan (except as contemplated by Paragraph 5), (C) change the class of persons eligible to be Participants under the Plan, or (D) materially increase the benefits accruing to Participants under the Plan, or (ii) without the consent of the holder thereof, change the stock price (except as contemplated by Paragraph 5) or alter or impair any stock which shall have been previously granted or awarded under the Plan.
posted
well they are for employees, I think it wont affect the stock. they will most likely hold the shares as welch has been doing
Posts: 3086 | From: miami | Registered: Nov 2005
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posted
it's already in the float I'm sure....let's see if we have some EOD day buys here.
Posts: 1351 | From: Phoenix Az | Registered: Nov 2005
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posted
they registered another 3.5mil under the 10mil they already have that's not much...do it now so the registration fee is calculated at .03 cents. I doubt employees are selling at the low...
Posts: 357 | Registered: Oct 2005
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posted
For MOTG's employees or for the employees of a company MOTG is about to buy?
Posts: 953 | From: Southwest USA | Registered: Nov 2005
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posted
I will say that if you guys ever wanted a sign that they are going to try to get the share price up there is was....You really think the ceo's of these companies sold out for 2mil plus some shares at .03 cents. Right now that 10mil is worth 105k What's it worth at .50?
Posts: 357 | Registered: Oct 2005
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posted
Was just gonna bring up the same point, emich...
If the employees are going to readily accept such an offer as an incentive or payment, then this certainly is good news... the employees obviously believe in the company if they accept this.
-------------------- Life is like a roll of toilet paper. The closer it gets to the end, the faster it goes.
I found this post (partial) concerning MOTG looking through RB and was wondering if anyone can verify that it's the debtholders that determine the pps. Partial post; but the share price is almost entirely up to the debtholders. There IS demand being generated for the stock by the company PR's but until the debtholders 'allow' the PPS to move up we could be stuck.
posted
the debtholders will let this run...basically what they are talking about is the conversions. And from that post that kat made I think welch has asked them to ease up and to let the shareprice go...
Posts: 357 | Registered: Oct 2005
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quote:Originally posted by emich25: the debtholders will let this run...basically what they are talking about is the conversions. And from that post that kat made I think welch has asked them to ease up and to let the shareprice go...
you took the words right out of my mouth
Posts: 3086 | From: miami | Registered: Nov 2005
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posted
So guys... do you think HNET is gonna focus more on insurance? I hope so... insurance is BIG money! They have deep pockets and CRAPPY software (I'm very familiar with the insurance industry). Most companies are searching for something to get them away from their dinosaur mainframe type software.
I believe that h-net may be a sleeping giant that we have taken for granted to some extent. Thoughts anyone? Now, with them and InMarketing combining powers... MAN!!!
-------------------- Life is like a roll of toilet paper. The closer it gets to the end, the faster it goes.
posted
My aunt works for a nur..newro...nuerolo...brain doctor. She does all the insurance stuff and HATES the software.
Anyway, I think HNET has a lot more coming. Just a few insurance companies, and they'll all jump on the bandwagon.
-------------------- I have taken a vow of poverty, so if you want to irritate me, send money. Posts: 1032 | From: DFW | Registered: Oct 2005
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posted
WHG, I've got my eye on HRVE. With the rumor that MOTG was going to have a stat merge with a current Naz company, then that it would be with HRVE, THEN HRVE getting notice that it needed to do something or they would be delisted, things are falling in place for this in fact to be the company we will merge with.
Further, our Sound City makes a perfect companion to Harvey.
This is too scary: HNET gaining notice in the insurance industry, Sound City expanding, Naz rumors floating...I'll be late tomorrow; gotta stop by Scottrade and deposit some more money. Come on College Fund!
-------------------- I have taken a vow of poverty, so if you want to irritate me, send money. Posts: 1032 | From: DFW | Registered: Oct 2005
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posted
H-net is the company I am focussing on. A) we own 100 percent of it
B) If it is good enough for pearl vison and lens crafters to use it is good enough for other companies.
C) Medical claims insurance industry is huge. By far one of the biggest market caps out there. Were talking billions. Yeah insurance companies are nice but what about the hospitals? You don't think that with a couple of solid contracts real money will step in and take notice....Yeah soundcity is great for the rev #'s and IMG is good for margins and rev # but HNET may just be the golden goose....
Posts: 357 | Registered: Oct 2005
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posted
I still find it absolutely fascinating that Inmarketing landed a contract with a $23 billion insurance company the same week that Hnet is rumored to be landing contracts in the insurance industry. Talk about... BRILLIANT.
Reading the pr's that Welch put out early on about Hnet, I could tell that he was excited about the technology. While we were posting here about why the K and Q were taking so long, he was out selling the Hnet technology to other sectors beyond the eye care industry. How that man gets as much done as he does, I don't know.
I think that Hnet is only operating at 25% of its potential right now. Once Welch breaks it into the insurance industry, it will catch like wildfire. Warped is right, there is a lot of money in the insurance industry and like WHG says a lot of room for Hnet's technology to improve their operations. Once a major insurance company gets put on Hnet's list of clientele, don't you think more will follow?
Then there's the medical industry, which is what Welch was originally looking to take Hnet into. The future looks bright for our little subsidiary.
I honestly think MOTG could be the story of the year. Look at how Welch is tying all these subsidiaries together. He has his hands in the energy market, the electronics market, the marketing - er market, in software, and now has a tie into insurance. The potential for networking and shared clients amongst our subsidiaries is HUGE. The good thing is, of all the companies Welch owns, the only one being publicly traded is MOTG. So all the investment money that is going to come in is going to land *right here*
Unless of course he spins off a subsidiary, of which he has already stated MOTG shareholders will get free shares
I for one cannot wait to see the next month or two of trading. Now that the conversions have stopped, it is only a matter of time before smart money sniffs this out and puts large chunks of change on our future.
[ January 10, 2006, 20:08: Message edited by: Aldeberon ]
Posts: 953 | From: Southwest USA | Registered: Nov 2005
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posted
Here's some background on Inmarketing's new client, St Paul Travelers (from their website):
St. Paul Travelers (NYSE:STA) is a leading provider of property casualty insurance and surety products and of risk management services to a wide variety of businesses and organizations and to individuals. The company reported 2004 revenues of $23 billion and total assets of $112 billion. Our products are distributed primarily through U.S. independent insurance agents and brokers. Travelers, a member of St. Paul Travelers, is the second largest writer of auto and homeowners insurance through independent agents. St. Paul Travelers is headquartered in Saint Paul, Minn., with significant operations in Hartford, Conn. The company also has offices in the U.K., Ireland and Canada.
Posts: 953 | From: Southwest USA | Registered: Nov 2005
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posted
Al I agree completely...One or two contracts and the money will flow. Why? Because all of a sudden we become a software companuy. Which can tolerate much higher multiples. Lets remember that the fact that we are at .035 is plain stupid. We are trading 1.7mil market cap. Oh yeah and good point about travelers yeah IMG lands one of the larger insurance companies 23billion dollars and nobody say dick! I tried to get that out there.....We need to band together and get the word out on the message boards we have a great company lets tell people about it.
Posts: 357 | Registered: Oct 2005
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posted
Doesn't all the different companies owned by MOTG make us eligble to be considered part of various sectors and industries in the market? Just curious.
-------------------- Life is like a roll of toilet paper. The closer it gets to the end, the faster it goes.
posted
Warped, I'm not sure. MOTG is kind of an "umbrella" company that has its hands over all kinds of pots, in a good way. Specifically, we are a "technology development and acquisition company."
The great thing about MOTG's subsidiaries is that they are so diversified;
Sound City, while the least exciting of the bunch, is what's carrying us right now. Lest we forget, until Inmarketing came along ALL of our revenues were from Sound City! Even at that, Sound City is expanding its footprint and adding new stores. With continued growth in the consumer electronics industry, we could survive just off of our Sound City revenues alone.
Hnet, our second major acquisition, is probably Welch's favorite, being a software developer himself. The potential for this company has come to the front burner recently as Welch has marketed its technology to industries outside of its resident vision care industry.
Inmarketing is our "big fish" thus far, providing us with revenues double what they were with Sound city. An employee incentive firm, Inmarketing has Sharp Electronics, Nicklaus Golf Equipment, Sea Gull Lighting, Sealed Air Corporation, Waldbaums, A&P Supermarket, Bayer Diagnostics, Snapple Beverages, and now St. Paul Travelers among its clientele. Inmarketing's 2006 revenue projections were recently increased.
CEO Welch is also the Chairman of DeMarco Energy, which we own a 15% stake in.
Should any one of these industries tank, MOTG would still be able to float on its other subsidiaries. Hence, the wisdom of his diversification.
Also, becasue MOTG's subsidiaries are so well diversfied, there is a huge potential for cross-pollination and networking between them. You think Sound City might find use for an employee incentive plan? Think Hnet's technology might work well for one of Inmarketing's clients? Think MOTG's increasing exposure might bring attention to DeMarco? I view it as a very wise path Welch has taken this year. Just wait for the revenues to start rolling in and the contracts to start getting signed
Oh yeah, and then there's that whole Nasdaq thing...
Posts: 953 | From: Southwest USA | Registered: Nov 2005
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posted
There are plenty of companies like MOTG, they are called diversified investment companies.
thats exactly what MOTG is, and it is a very succesful sector, just search on yahoo finance and check out the companies listed. All of them are using/used the same strategy as MOTG
Posts: 3086 | From: miami | Registered: Nov 2005
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quote:Originally posted by Aldeberon: Also, becasue MOTG's subsidiaries are so well diversfied, there is a huge potential for cross-pollination and networking between them. You think Sound City might find use for an employee incentive plan?
Holy crap, looks like I was more right than I knew...
MOTG Announces New Synergy and Operational Enhancements Between Its Subsidiaries Tuesday January 10, 8:09 pm ET
OXFORD, MS--(MARKET WIRE)--Jan 10, 2006 -- Modern Technology Corp (OTC BB:MOTG.OB - News) As promised to stockholders and as part of MOTG's continuous growth model and synergy-based approach, the company has set into motion the first among many synergy-based initiatives between its operational subsidiaries.
IMG and Sound City will begin working closely together in order to reduce costs and expand revenues and create new loyalty programs for IMG clients and Sound City customers.
Anthony Welch, Modern Technology Corp.'s Chairman said, " Our existing product lines and inventory management infrastructure allow us to offer efficiency and cost reductions to INmarketing's operations. INmarketing's profound expertise provides us with a powerful customer loyalty opportunity for Sound City customers."
David J. Weiss, President of INmarketing Group, said, "As part of our incentive programs, we offer a wide range of consumer electronics products. We look forward to working with Sound City in creating a customer loyalty program and receiving inventory support services."
Sound City will provide INmarketing with inventory management and fulfillment support. INmarketing will assist Sound City in a customer incentive program to build long-term customer loyalty and enhance recurring revenues.
MOTG will announce further synergy-based progress and cost-reductions in the coming weeks as our business plan and continuous growth model expands.
Posts: 953 | From: Southwest USA | Registered: Nov 2005
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