AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 4, 2005
=======================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Baltia Air Lines, Inc.
(Exact name of Registrant as specified in its charter)
_______New York_______ ________11-2989648__
(State or other jurisdiction (IRS Employer incorporation or
organization)
Identification No.)
63-25 Saunders Street, Suite 7I
Rego Park, NY 11374
(Address of Principal Executive Offices, including ZIP Code)
2005 Non-Qualified Stock Compensation Plan
(Full title of the plan)
Steffanie J. Lewis, Esq.
The International Business Law Firm, PC (IBLF PC)
1915 I Street NW, Suite 500
Washington, DC 20006
(Name and address of agent for service)
(202) 296-1111
(Telephone number, including area code, of agent for service)
Steffanie J. Lewis, Esq.
The International Business Law Firm, PC (IBLF PC)
1915 I Street NW, Suite 500
Washington, DC 20006
(Communications To)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount of Proposed Proposed Amount of
to be Registered Shares Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering Price(1)
Share
$.001 par value 1,000,000 $.11 (1) $110,000 $13.95
common stock
$.001 par value 2,000,000 $.25 (1) $500,000 $63.35
common stock
underlying options
TOTALS $.20 (1) $610,000 $77.30
(1) This calculation is made solely for the purposes of
determining the registration fee pursuant to the provisions of Rule
457(c) under the Securities Act of 1933, as amended, and is
calculated on the basis of the average of the high and low prices
reported on the OTC Bulletin Board as of November 4, 2005, and the
exercise price of $.25 or any price above the market the management
may determine.
PROSPECTUS
Baltia Air Lines, Inc.
3,000,000 Shares Of Common Stock
This prospectus relates to the offer and sale by Baltia Air Lines,
Inc., a New York corporation ("BLTA"), of shares of its $.001 par
value per share common stock to employees, directors, officers,
consultants, advisors and other persons associated with BLTA
pursuant to the 2005 Non-Qualified Stock Compensation Plan (the
"Stock Plan"). Pursuant to the Stock Plan, BLTA is registering
hereunder and then issuing, upon receipt of adequate consideration
therefore, 1,000,000 shares of common stock and 2,000,000 shares of
common stock underlying options.
The common stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are
"affiliates" of BLTA within the meaning of the Securities Act of
1933 (the "Act") may sell all or part of the shares in any way
permitted by law, including sales in the over-the-counter market at
prices prevailing at the time of such sale. An affiliate is
summarily, any director, executive officer or controlling
shareholder of BLTA or any one of its subsidiaries. An "affiliate"
of BLTA is subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The common stock is
traded on the OTC Bulletin Board under the symbol "BLTA."
These Securities Have Not Been Approved Or Disapproved By The
Securities And Exchange Commission Nor Has The Commission Passed
Upon The Accuracy Or Adequacy Of This Prospectus. Any
Representation To The Contrary Is A Criminal Offense.
The date of this prospectus is November 4, 2005
This prospectus is part of a registration statement which was
filed and became effective under the Securities Act of 1933, as
amended (the "Securities Act"), and does not contain all of the
information set forth in the registration statement, certain
portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Act. The
statements in this prospectus as to the contents of any contract or
other documents filed as an exhibit to either the registration
statement or other filings by BLTA with the Commission are
qualified in their entirety by reference thereto.
A copy of any document or part thereof incorporated by
reference in this prospectus but not delivered herewith will be
furnished without charge upon written or oral request. Requests
should be addressed to: Baltia Air Lines, Inc., 63-25 Saunders
Street, Suite 7I, Rego Park, NY 11374. BLTA's telephone number
is (718) 275-5205.
BLTA is subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements and
other information filed by BLTA under the Exchange Act may be
inspected and copied at the public reference facilities maintained
by the Commission at Room 100, F Street, N.E., Washington, DC
20549. In addition, the Commission maintains a World Wide Website
on the Internet at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission
No person has been authorized to give any information or to
make any representation, other than those contained in this
prospectus, and, if given or made, such other information or
representation must not be relied upon as having been authorized by
BLTA This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized
or in which the person making such is not qualified or to any
person to whom it is unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has not been a change in the affairs of BLTA since the
date hereof.
TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus
Item 1. The Plan Information
Item 2. Registrant Information and Employee Plan Annual
Information
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Officers, Directors, Employees and
Agents
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
Signatures
Exhibit Index
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. The Plan Information.
The Company
Baltia Air Lines, Inc. has its principal executive offices at
63-25 Saunders Street, Suite 7I, Rego Park, NY 11374. BLTA's
telephone number is (718) 275-5205.
Purpose
BLTA will issue common stock and common stock upon exercise of
options to employees, directors, officers, consultants, advisors
and other persons associated with BLTA pursuant to the Stock Plan,
which has been approved by the Board of Directors of BLTA. The
Stock Plan is intended to provide a method whereby BLTA may be
stimulated by the personal involvement of its employees, directors,
officers, consultants, advisors and other persons in BLTA's
business and future prosperity, thereby advancing the interests of
BLTA and all of its shareholders. A copy of the Stock Plan has
been filed as an exhibit to this registration statement.
Common Stock
The Board has authorized the issuance of 3,000,000 shares of the
common stock to certain of the above-mentioned persons upon
effectiveness of this registration statement.
No Restrictions on Transfer
Recipients of shares of common stock will become the record
and beneficial owner of the shares of common stock upon issuance
and delivery and are entitled to all of the rights of ownership,
including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
Tax Treatment to the Recipients
The common stock is not qualified under Section 401(a) of the
Internal Revenue Code. A recipient, therefore, will be required
for federal income tax purposes to recognize compensation during
the taxable year of issuance unless the shares are subject to a
substantial risk of forfeiture. Accordingly, absent a specific
contractual provision to the contrary, the recipient will receive
compensation taxable at ordinary rates equal to the fair market
value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer.
Each recipient is urged to consult his tax advisors on this matter.
Tax Treatment to the Company
The amount of income recognized by a recipient hereunder in
accordance with the foregoing discussion will be a tax deductible
expense by BLTA for federal income tax purposes in the taxable year
of BLTA during which the recipient recognizes income.
Restrictions on Resale
In the event that an affiliate of BLTA acquires shares of
common stock hereunder, the affiliate will be subject to Section
16(b) of the Exchange Act. Further, in the event that any
affiliate acquiring shares hereunder has sold or sells any shares
of common stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to BLTA Services rendered have been
recognized as valid consideration for the "purchase" of shares in
connection with the "profit" computation under Section 16(b) of the
Exchange Act. BLTA has agreed that for the purpose of any "profit"
computation under Section 16(b), the price paid for the common
stock issued to affiliates is equal to the value of services
rendered. Shares of common stock acquired hereunder by persons
other than affiliates are not subject to Section 16(b) of the
Exchange Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by
reference in this registration statement but not delivered with
this prospectus or any document required to be delivered pursuant
to Rule 428(b) under the Securities Act will be furnished without
charge upon written or oral request. Requests should be addressed
to: Baltia Air Lines, Inc. at its principal executive offices at
63-25 Saunders Street, Suite 7I, Rego Park, NY 11374. BLTA's
telephone number is (718) 275-5205.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Baltia Air Lines, Inc., a New York
corporation (the "Company"), are incorporated herein by reference:
a. The Company's latest Annual Report on Form 10-KSB for the
year ended December 31, 2004, filed with the Securities and
Exchange Commission;
b. The reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the fiscal year ended December 31, 2004; and
c. All other documents filed by the Company after the date of
this registration statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which
de-registers all securities then 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 such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements of BLTA are incorporated by reference in
this prospectus as of and for the year ended December 31, 2004, and
have been audited by Michael F. Cronin, P.C., independent certified
public accountants, as set forth in their report incorporated
herein by reference, and are incorporated herein in reliance upon
the authority of said firm as experts in auditing and accounting.
Steffanie J. Lewis, Esq., IBLF has rendered an opinion on the
validity of the securities being registered. Neither Ms. Lewis nor
IBLF are an affiliate of BLTA.
Item 6. Indemnification of Directors, Officers, Employees and
Agents; Insurance.
Under New York law, a corporation may indemnify its directors,
officers, employees and agents under certain circumstances,
including indemnification of such persons against liability under
the Securities Act of 1933, as amended. In addition, a corporation
may purchase or maintain insurance on behalf of its directors,
officers, employees or agents for any liability incurred by him in
such capacity, whether or not the corporation has the authority to
indemnify such person.
Article XV of BLTA's Articles of Incorporation provides
that no director or officer shall be personally liable to the
corporation or its stockholders for monetary damages for any breach
of fiduciary duty by such person as a director or officer.
Notwithstanding the foregoing sentence, a director or officer shall
be liable to the extent provided by applicable law, (1) for
acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law.
The effect of these provisions may be to eliminate the rights
of BLTA and its stockholders (through stockholder derivative suits
on behalf of BLTA) to recover monetary damages against a director,
officer, employee or agent for breach of fiduciary duty.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be provided for directors,
officers, employees, agents or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission
is that such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed as part of this
registration statement pursuant to Item 601 of the Regulation S-K
and are specifically incorporated herein by reference:
Exhibit No. Title
5.1 Legal opinion of Steffanie J. Lewis, Esq., IBLF.
9.1 2005 Non-Qualified Stock Compensation Plan
22.1 Consent of Steffanie J. Lewis, Esq.
23.1 Consent of Michael Cronin, P.C., independent
public accountants.
Item 9. Undertakings. The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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, represents a fundamental change in the information
set forth in the registration statement;
(iii) include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability pursuant to
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
offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of registrant pursuant to the foregoing
provisions, or otherwise, 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 registrant of expenses incurred or paid by a
director, officer or controlling person of 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, 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 is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of registrant's annual report pursuant to Section 13(a) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies 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 New
York, NY, on October 31, 2005.
Baltia Air Lines, Inc.
(Registrant)
/s/ Igor Dmitrowsky
Igor Dmitrowsky
Chief Executive Officer, Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in
the capacities and on the date indicated.
Signatures Title Date
s/s Igor Dmitrwosky November 4, 2005
Igor Dmitrowsky Chief Executive Officer
and Director
INDEX TO EXHIBITS
Exhibit No. Title
5.1 Legal opinion of Steffanie J. Lewis, Esq..
10.1 2005 Non-Qualified Stock Compensation Plan
23.1 Consent of Steffanie J. Lewis, Esq.
23.2 Consent of Michael Cronin, P.C.
EXHIBIT 5.1 LEGAL OPINION OF STEFFANIE J. LEWIS, ESQ., IBLF
International Business Law Firm, PC
1915 I Street NW, Suite 500, Washington, DC 20006
TELEPHONE (202) 296-1111; FACSIMILE (202) 296-1175
November 4, 2005
Board of Directors
Baltia Air Lines, Inc.
63-25 Saunders Street, Suite 7I
Rego Park, NY 11374
Re: Form S-8 Registration Statement; Opinion of Counsel
Dear Members of the Board:
You have requested our opinion with respect to certain matters in
connection with Baltia Air Lines, Inc. (the "Company") filing of a
registration statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission covering the offering
of an aggregate of 3,000,000 shares of the Company's common stock,
$.001 par value (the "Shares"), pursuant to the 2005 Non-Qualified
Stock Compensation Plan (the "Stock Plan").
In connection with this opinion, we have examined the Registration
Statement and such other documents, records, certificates,
memoranda and other instruments as we deemed necessary for the
basis of this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals and the
conformity to originals of all documents submitted to us as copies
and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness
thereof.
On the basis of the foregoing, and in reliance thereon, we are of
the opinion that the Shares, when sold and issued in accordance
with the Stock Plan and the Registration Statement and related
prospectus, will be validly issued, fully paid and non-assessable.
Very truly yours,
/s/ Steffanie J. Lewis, Esq.
Steffanie J. Lewis, Esq.
The International Business Law Firm, PC
EXHIBIT 10.1 2005 NON-QUALIFIED STOCK COMPENSATION PLAN
2005 NON-QUALIFIED STOCK COMPENSATION PLAN
1. Purpose of Plan
1.1 This 2005 NON-QUALIFIED STOCK COMPENSATION PLAN (the
"Plan") of Baltia Air Lines, Inc., a New York corporation (the
"Company") for employees, directors, officers, consultants,
advisors and other persons associated with the Company, is intended
to advance the best interests of the Company by providing those
persons who have a substantial responsibility for its management
and growth with additional incentive and by increasing their
proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the Company.
Further, the availability and offering of options and common stock
under the Plan supports and increases the Company's ability to
attract and retain individuals of exceptional talent upon whom, in
large measure, the sustained progress, growth and profitability of
the Company depends.
2. Definitions
2.1 For Plan purposes, except where the context might
clearly indicate otherwise, the following terms shall have the
meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Committee" shall mean the Compensation Committee, or such
other committee appointed by the Board, which shall be designated
by the Board to administer the Plan, or the Board if no committees
have been established. The Committee shall be composed of three or
more persons as from time to time are appointed to serve by the
Board. Each member of the Committee, while serving as such, shall
be a disinterested person with the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934.
"Common Shares" shall mean the Company's Common Shares, $.001
par value per share, or, in the event that the outstanding Common
Shares are hereafter changed into or exchanged for different shares
of securities of the Company, such other shares or securities.
"Company" shall mean Baltia Air Lines, Inc., a New York
corporation, and any parent or subsidiary corporation of BLTA, as
such terms are defined in Sections 425(e) and 425(f), respectively,
of the Code.
"Fair Market Value" shall mean, with respect to the date a
given option is granted or exercised, the average of the highest
and lowest reported sales prices of the Common Shares, as reported
by such responsible reporting service as the Committee may select,
or if there were not transactions in the Common Shares on such day,
then the last preceding day on which transactions took place. The
above withstanding, the Committee may determine the Fair Market
Value in such other manner as it may deem more equitable for Plan
purposes or as is required by applicable laws or regulations.
"Optionee" shall mean an employee of the company who has been
granted one or more options under the Plan.
"Common Stock" shall mean shares of common stock which are
issued by the Company pursuant to Section 5, below.
"Common Stockholder" means the employee of, consultant to, or
director of the Company or other person to whom shares of Common
Stock are issued pursuant to this Plan.
"Common Stock Agreement" means an agreement executed by a
Common Stockholder and the Company as contemplated by Section 5,
below, which imposes on the shares of Common Stock held by the
Common Stockholder such restrictions as the Board or Committee deem
appropriate.
"Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall
mean a stock option granted pursuant to the terms of the Plan.
"Stock Option Agreement" shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase
Common Shares hereunder.
3. Administration of the Plan
3.1 The Committee shall administer the Plan and
accordingly, it shall have full power to grant Stock Options and
Common Stock, construe and interpret the Plan, establish rules and
regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and proper.
3.2 The determination of those eligible to receive Stock
Options and Common Stock, and the amount, type and timing of each
grant and the terms and conditions of the respective stock option
agreements and Common Stock Agreements shall rest in the sole
discretion of the Committee, subject to the provisions of the Plan.
3.3 The Committee may cancel any Stock Options awarded
under the Plan if an Optionee conducts himself in a manner which
the Committee determines to be inimical to the best interest of the
Company, as set forth more fully in paragraph 8 of Article 10 of
the Plan.
3.4 The Board, or the Committee, may correct any defect,
supply any omission or reconcile any inconsistency in the Plan, or
in any granted Stock Option, in the manner and to the extent it
shall deem necessary to carry it into effect.
3.5 Any decision made, or action taken, by the Committee
or the Board arising out of or in connection with the
interpretation and administration of the Plan shall be final and
conclusive.
3.6 The Committee shall, in its discretion, have the power
to issue Common Shares to holders of non-qualified incentive stock
option agreements which are outstanding as of the date hereof ,
pursuant to the terms of those option agreements.
3.7 Meetings of the Committee shall be held at such times
and places as shall be determined by the Committee. A majority of
the members of the Committee shall constitute a quorum for the
transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought
before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote,
taken without a meeting, of a majority of its members.
3.8 No member of the Committee shall be liable for any act
or omission of any other member of the Committee or for any act or
omission on his own part, including, but not limited to, the
exercise of any power or discretion given to him under the Plan,
except those resulting from his own gross negligence or willful
misconduct.
3.9 The Company, through its management, shall supply full
and timely information to the Committee on all matters relating to
the eligibility of Optionees, their duties and performance, and
current information on any Optionee's death, retirement, disability
or other termination of association with the Company, and such
other pertinent information as the Committee may require. The
Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties hereunder.
4. Shares Subject to the Plan
4.1 The total number of shares of the Company available
for grants of Stock Options and Common Stock under the Plan shall
be 3,000,000 Common Shares, which shares may be either authorized
but unissued or reacquired Common Shares of the Company.
4.2 If a Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in full, the
unpurchased shares covered by such NQSO shall be available for
future grants of Stock Options.
5. Award of Common Stock
5.1 The Board or Committee from time to time, in its
absolute discretion, may (a) award Common Stock to employees of,
consultants to, and directors of the Company, and such other
persons as the Board or Committee may select, and (b) permit
Holders of Options to exercise such Options prior to full vesting
therein and hold the Common Shares issued upon exercise of the
Option as Common Stock. In either such event, the owner of such
Common Stock shall hold such stock subject to such vesting schedule
as the Board or Committee may impose or such vesting schedule to
which the Option was subject, as determined in the discretion of
the Board or Committee.
5.2 Common Stock shall be issued only pursuant to a Common
Stock Agreement, which shall be executed by the Common Stockholder
and the Company and which shall contain such terms and conditions
as the Board or Committee shall determine consistent with this
Plan, including such restrictions on transfer as are imposed by the
Common Stock Agreement.
5.3 Upon delivery of the shares of Common Stock to the
Common Stockholder, below, the Common Stockholder shall have,
unless otherwise provided by the Board or Committee, all the rights
of a stockholder with respect to said shares, subject to the
restrictions in the Common Stock Agreement, including the right to
receive all dividends and other distributions paid or made with
respect to the Common Stock.
5.4 Notwithstanding anything in this Plan or any Common
Stock Agreement to the contrary, no Common Stockholders may sell or
otherwise transfer, whether or not for value, any of the Common
Stock prior to the date on which the Common Stockholder is vested
therein.
5.5 All shares of Common Stock issued under this Plan
(including any shares of Common Stock and other securities issued
with respect to the shares of Common Stock as a result of stock
dividends, stock splits or similar changes in the capital structure
of the Company) shall be subject to such restrictions as the Board
or Committee shall provide, which restrictions may include, without
limitation, restrictions concerning voting rights, transferability
of the Common Stock and restrictions based on duration of
employment with the Company, Company performance and individual
performance; provided that the Board or Committee may, on such
terms and conditions as it may determine to be appropriate, remove
any or all of such restrictions. Common Stock may not be sold or
encumbered until all applicable restrictions have terminated or
expire. The restrictions, if any, imposed by the Board or
Committee or the Board under this Section 5 need not be identical
for all Common Stock and the imposition of any restrictions with
respect to any Common Stock shall not require the imposition of the
same or any other restrictions with respect to any other Common Stock.
5.6 Each Common Stock Agreement shall provide that the
Company shall have the right to repurchase from the Common
Stockholder the unvested Common Stock upon a termination of
employment, termination of directorship or termination of a
consultancy arrangement, as applicable, at a cash price per share
equal to the purchase price paid by the Common Stockholder for such
Common Stock.
5.7 In the discretion of the Board or Committee, the
Common Stock Agreement may provide that the Company shall have the
a right of first refusal with respect to the Common Stock and a
right to repurchase the vested Common Stock upon a termination of
the Common Stockholder's employment with the Company, the
termination of the Common Stockholder's consulting arrangement with
the Company, the termination of the Common Stockholder's service on
the Company's Board, or such other events as the Board or Committee
may deem appropriate.
5.8 The Board or Committee shall cause a legend or legends
to be placed on certificates representing shares of Common Stock
that are subject to restrictions under Common Stock Agreements,
which legend or legends shall make appropriate reference to the
applicable restrictions.
6. Stock Option Terms and Conditions
6.1 Consistent with the Plan's purpose, Stock Options may
be granted to non-employee directors of the Company or other
persons who are performing or who have been engaged to perform
services of special importance to the management, operation or
development of the Company.
6.2 All Stock Options granted under the Plan shall be
evidenced by agreements which shall be subject to applicable
provisions of the Plan, and such other provisions as the Committee
may adopt, including the provisions set forth in paragraphs 2
through 11 of this Section 6.
6.3 All Stock Options granted hereunder must be granted
within one year from the earlier of the date of this Plan is
adopted or approved by the Company's shareholders.
6.4 No Stock Option granted to any employee or 10%
Shareholder shall be exercisable after the expiration of one year
from the date such NQSO is granted. The Committee, in its
discretion, may provide that an Option shall be exercisable during
such one year period or during any lesser period of time.
The Committee may establish installment exercise terms
for a Stock Option such that the NQSO becomes fully exercisable in
a series of cumulating portions. If an Optionee shall not, in any
given installment period, purchase all the Common Shares which such
Optionee is entitled to purchase within such installment period,
such Optionee's right to purchase any Common Shares not purchased
in such installment period shall continue until the expiration or
sooner termination of such NQSO. The Committee may also accelerate
the exercise of any NQSO. However, no NQSO, or any portion
thereof, may be exercisable until thirty (30) days following date
of grant ("30-Day Holding Period.").
6.5 A Stock Option, or portion thereof, shall be exercised
by delivery of (i) a written notice of exercise of the Company
specifying the number of common shares to be purchased, and (ii)
payment of the full price of such Common Shares, as fully set forth
in paragraph 6 of this Section 6.
No NQSO or installment thereof shall be exercisable
except with respect to whole shares, and fractional share interests
shall be disregarded. Not less than 100 Common Shares may be
purchased at one time unless the number purchased is the total
number at the time available for purchase under the NQSO. Until
the Common Shares represented by an exercised NQSO are issued to an
Optionee, he shall have none of the rights of a shareholder.
6.6 The exercise price of a Stock Option, or portion
thereof, may be paid in United States dollars, in cash or by
cashier's check, certified check, bank draft or money order,
payable to the order of the Company in an amount equal to the
option price ($.25 per share).
6.7 With the Optionee's consent, the Committee may cancel
any Stock Option issued under this Plan and issue a new NQSO to
such Optionee.
6.8 No right or interest in any Stock Option granted under
the Plan shall be assignable or transferable, and no right or
interest of any Optionee shall be liable for, or subject to, any
lien, obligation or liability of the Optionee. Stock Options shall
be exercisable only by the Optionee.
6.10 Any Optionee who disposes of Common Shares acquired
on the exercise of a NQSO by sale or exchange either (i) within two
years after the date of the grant of the NQSO under which the stock
was acquired, or (ii) within one year after the acquisition of such
Shares, shall notify the Company of such disposition and of the
amount realized upon such disposition. The transfer of Common
Shares may also be Common by applicable provisions of the
Securities Act of 1933, as amended.
7. Adjustments or Changes in Capitalization
7.1 In the event that the outstanding Common Shares of the
Company are hereafter changed into or exchanged for a different
number or kind of shares or other securities of the Company by
reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
A. Prompt, proportionate, equitable, lawful and
adequate adjustment shall be made of the aggregate number and kind
of shares subject to Stock Options which may be granted under the
Plan, such that the Optionee shall have the right to purchase such
Common Shares as may be issued in exchange for the Common Shares
purchasable on exercise of the NQSO had such merger, consolidation,
other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not taken
place;
B. Rights under unexercised Stock Options or portions
thereof granted prior to any such change, both as to the number or
kind of shares and the exercise price per share, shall be adjusted
appropriately, provided that such adjustments shall be made without
change in the total exercise price applicable to the unexercised
portion of such NQSO's but by an adjustment in the price for each
share covered by such NQSO's; or
C. Upon any dissolution or liquidation of the Company
or any merger or combination in which the Company is not a
surviving corporation, each outstanding Stock Option granted
hereunder shall terminate, but the Optionee shall have the right,
immediately prior to such dissolution, liquidation, merger or
combination, to exercise his NQSO in whole or in part, to the
extent that it shall not have been exercised, without regard to any
installment exercise provisions in such NQSO.
7.2 The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined solely
by the Committee, whose determination as to what adjustments shall
be made and the extent thereof, shall be final, binding and
conclusive. No fractional Shares shall be issued under the Plan on
account of any such adjustments.
8. Amendment and Termination of Plan
8.1 The Board may at any time, and from time to time,
suspend or terminate the Plan in whole or in part or amend it from
time to time in such respects as the Board may deem appropriate and
in the best interest of the Company.
8.2 No amendment, suspension or termination of this Plan
shall, without the Optionee's consent, alter or impair any of the
rights or obligations under any Stock Option theretofore granted to
him under the Plan.
8.3 The Board may amend the Plan, subject to the
limitations cited above, in such manner as it deems necessary to
permit the granting of Stock Options meeting the requirements of
future amendments or issued regulations, if any, to the Code.
8.4 No NQSO may be granted during any suspension of the
Plan or after termination of the Plan.
9. Government and Other Regulations
9.1 The obligation of the Company to issue, transfer and
deliver Common Shares for Stock Options exercised under the Plan
shall be subject to all applicable laws, regulations, rules, orders
and approval which shall then be in effect and required by the
relevant stock exchanges on which the Common Shares are traded and
by government entities as set forth below or as the Committee in
its sole discretion shall deem necessary or advisable.
Specifically, in connection with the Securities Act of 1933, as
amended, upon exercise of any Stock Option, the Company shall not
be required to issue Common Shares unless the Committee has
received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an
opinion of counsel satisfactory to the Company has been received by
the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be
final, binding and conclusive. The Company may, but shall in no
event be obligated to, take any other affirmative action in order
to cause the exercise of a Stock Option or the issuance of Common
Shares pursuant thereto to comply with any law or regulation of any
government authority.
10. Miscellaneous Provisions
10.1 No person shall have any claim or right to be granted
a Stock Option or Common Stock under the Plan, and the grant of an
NQSO or Common Stock under the Plan shall not be construed as
giving an Optionee or Common Stockholder the right to be retained
by the Company. Furthermore, the Company expressly reserves the
right at any time to terminate its relationship with an Optionee
with or without cause, free from any liability, or any claim under
the Plan, except as provided herein, in an option agreement, or in
any agreement between the Company and the Optionee.
10.2 Any expenses of administering this Plan shall be
borne by the Company.
10.3 The payment received from Optionee from the exercise
of Stock Options under the Plan shall be used for the general
corporate purposes of the Company.
10.4 The place of administration of the Plan shall be in
the State of New York, and the validity, construction,
interpretation, administration and effect of the Plan and of its
rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of New
York.
10.5 Without amending the Plan, grants may be made to
persons who are foreign nationals or employed outside the United
States, or both, on such terms and conditions, consistent with the
Plan's purpose, different from those specified in the Plan as may,
in the judgment of the Committee, be necessary or desirable to
create equitable opportunities given differences in tax laws in
other countries.
10.6 In addition to such other rights of indemnification
as they may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any
of them may be party by reason of any action taken or failure to
act under or in connection with the Plan or any Stock Option
granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith;
provided that upon the institution of any such action, suit or
proceeding a Committee member shall, in writing, give the Company
notice thereof and an opportunity, at its own expense, to handle
and defend the same, with counsel acceptable to the Optionee,
before such Committee member undertakes to handle and defend it on
his own behalf.
10.7 Stock Options may be granted under this Plan from
time to time, in substitution for stock options held by employees
of other corporations who are about to become employees of the
Company as the result of a merger or consolidation of the employing
corporation with the Company or the acquisition by the Company of
the assets of the employing corporation or the acquisition by the
Company of stock of the employing corporation as a result of which
it becomes a subsidiary of the Company. The terms and conditions
of such substitute stock options so granted may vary from the terms
and conditions set forth in this Plan to such extent as the Board
of Directors of the Company at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of
the stock options in substitution for which they are granted, but
no such variations shall be such as to affect the status of any
such substitute stock options as a stock option under Section 422A
of the Code.
10.8 Notwithstanding anything to the contrary in the Plan,
if the Committee finds by a majority vote, after full consideration
of the facts presented on behalf of both the Company and the
Optionee, that the Optionee has been engaged in fraud,
embezzlement, theft, insider trading in the Company's stock,
commission of a felony or proven dishonesty in the course of his
association with the Company or any subsidiary corporation which
damaged the Company or any subsidiary corporation, or for
disclosing trade secrets of the Company or any subsidiary
corporation, the Optionee shall forfeit all unexercised Stock
Options and all exercised NQSO's under which the Company has not
yet delivered the certificates and which have been earlier granted
to the Optionee by the Committee. The decision of the Committee as
to the cause of an Optionee's discharge and the damage done to the
Company shall be final. No decision of the Committee, however,
shall affect the finality of the discharge of such Optionee by the
Company or any subsidiary corporation in any manner.
11. Written Agreement
11.1 Each Stock Option granted hereunder shall be embodied
in a written Stock Option Agreement which shall be subject to the
terms and conditions prescribed above and shall be signed by the
Optionee and by the President or any Vice President of the Company,
for and in the name and on behalf of the Company. Such Stock
Option Agreement shall contain such other provisions as the
Committee, in its discretion shall deem advisable.
Number of Shares: Date of Grant:
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT made this _____ day of 2005,
between (the "Optionee"), and Baltia Air Lines,
Inc. (the "Company").
1. Grant of Option
The Company, pursuant to the provisions of the 2005
Non-Qualified Stock Compensation Plan (the "Plan"), adopted by the
Board of Directors on November 3, 2005, the Company hereby grants
to the Optionee, subject to the terms and conditions set forth or
incorporated herein, an option to purchase from the Company all or
any part of an aggregate of ______ shares of its $.001 par
value common stock at the purchase price of $.25 per share. The
provisions of the Plan governing the terms and conditions of the
Option granted hereby are incorporated in full herein by reference.
2. Exercise
The Option evidenced hereby shall be exercisable in whole
or in part on or after ________ and on or before ______ ,
provided that the cumulative number of shares of common stock as to
which this Option may be exercised shall not exceed the following
amounts:
Cumulative Number Prior to Date
of Shares (Not Inclusive of)
The Option evidenced hereby shall be exercisable by the delivery to
and receipt by the Company of (i) written notice of election to
exercise, in the form set forth in Attachment B hereto, specifying
the number of shares to be purchased; (ii) accompanied by payment
of the full purchase price thereof in cash or certified check
payable to the order of the Company, and (iii) by return of this
Stock Option Agreement for endorsement of exercise by the Company
on Schedule I hereof.
3. Transferability
The Option evidenced hereby is not assignable or
transferable by the Optionee.
Baltia Air Lines, Inc.
By: _____________________________
Name:
Title:
ATTEST:
Secretary
Optionee hereby acknowledges receipt of a copy of the Plan,
attached hereto and accepts this Option subject to each and every
term and provision of such Plan. Optionee hereby agrees to accept
as binding, conclusive and final, all decisions or interpretations
of the Board of Directors administering the Plan on any questions
arising under such Plan. Optionee recognizes that if Optionee's
employment with the Company or any subsidiary thereof shall be
terminated without cause, or by the Optionee, prior to completion
or satisfactory performance by Optionee all of the Optionee's
rights hereunder shall thereupon terminate; and that, pursuant to
paragraph 6 of the Plan, this Option may not be exercised while
there is outstanding to Optionee any unexercised Stock Option
granted to Optionee before the date of grant of this Option.
Dated: ________________
Optionee
________________
Print Name
________________
Address
________________
Social Security No.
ATTACHMENT B
NOTICE OF EXERCISE
To: Baltia Air Lines, Inc.
(1) The undersigned hereby elects to purchase ________ shares of
Common Shares (the "Common Shares"), of Baltia Air Lines, Inc.
pursuant to the terms of the attached Non-Qualified Stock Option
Agreement, and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.
(2) Please issue a certificate or certificates representing said
shares of Common Shares in the name of the undersigned or in such
other name as is specified below:
_______________________________
(Name)
_______________________________
(Address)
_______________________________
Dated:
______________________________
Signature
Optionee: Date of Grant:
SCHEDULE I
DATE SHARES PAYMENT UNEXERCISED SHARES ISSUING OFFICER
PURCHASED RECEIVED REMAINING INITIALS
EXHIBIT 23.1 CONSENT OF STEFFANIE J. LEWIS, ESQ., IBLF
The International Business Law Firm, PC
1915 I Street NW, Suite 500, Washington, DC 20006
TELEPHONE (202) 296-1111; FACSIMILE (202) 296-1175
November 4, 2005
Board of Directors
Baltia Air Lines, Inc.
63-25 Saunders Street, Suite 7I
Rego Park, NY 11374
Re: Form S-8 Registration Statement; Opinion of Counsel
Dear Members of the Board:
We consent to the use of our opinion as an exhibit to the Form
S-8 Registration Statement and to the reference to this firm in any
prospectus which is incorporated by reference into and made a part
of the Registration Statement.
Very truly yours,
/s/ Steffanie J. Lewis, Esq.
Steffanie J. Lewis, Esq.
The International Business Law Firm, P.C.
Exhibit 23.2 CONSENT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
November 4, 2005
I previously issued my report, accompanying the financial
statements of the Registrant for the year ended December 31, 2004,
dated April 17, 2005, filed with the Registrant's registration
statement on Form 10-KSB. I hereby consent to the incorporation by
reference of said report in the registration statement on Form S-8
filed with the SEC by the Registrant.
Michael F. Cronin, CPA
/s/ Michael F. Cronin, CPA
Rochester, New York