DCAC Daniels Corporate Advisory Company Inc (CE)

U.S. SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM S-8

 

 

 

Registration Statement

 

under the

 

Securities Act of 1933

 

 

 

 

 

DANIELS CORPORATE ADVISORY COMPANY, INC.

 

(Exact name of registrant as specified in its charter)

 

 

 

Nevada 6199 04-3667624

 

(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer

 

incorporation or organization) Classification Code Number) Identification No.)

 

 

 

Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375, (347) 242-3148

 

(Address and telephone number of Registrant’s principal executive offices and

 

principal place of business)

 

 

 

Employees, Officers, Directors, and Consultants Sto ck Plan for the Year 2015, No. 3

 

(Full title of the Plans)

 

 

 

Arthur D. Viola, Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375

 

(Name and address of agent for service)

 

 

 

(347) 242-3148

 

(Telephone number, including area code, of agent fo r service)

 

 

 

Calculation of Registration Fee

 

 

 

Proposed maximum

 

Title of securities to Amount to be Proposed offering aggregate offering Amount of

 

registered be registeredprice per share(1) registration fee price

 

Common Stock 2,750,000 $0.06 (2) $165,000.00 $19.73

 

(1) The Offering Priceis used solely for purposesof estimating the registration fee pursuantto Rule457(h) promulgated pursuantto the

 

Securities Act of 1933.

 

(2) This Offering Price per Shareis established pursuantto the Employees, Officers, Directors, andConsultants Stock Plan for the Yea2015,

 

No. 3 set forth in Exhibit 4.1 to this Form S-8.

 

 

 

 

Part I

 

Information Required in the Section 10(a) Prospectus

 

 

 

Item 1. Plan Information.

 

 

 

See Item 2 below.

 

 

 

Item 2. Registrant Information and Employee Plan Annual Inf ormation.

 

 

 

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 4 28 promulgated under the Securities Act of 1933. T he

 

participants shall be provided a written statement notifying them that upon written or oral request they will be

 

provided, without charge, (i) the documents incorpo rated 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, and shall include the

 

address (giving title or department) and telephone number to which the request is to be directed.

 

 

 

Part II

 

Information Required in the Registration Statement

 

 

 

Item 3. Incorporation of Documents by Reference.

 

 

 

The following are hereby incorporated by reference:

 

 

 

(a) The Registrant’s latest annual report on Form 10-K for the fiscal year ended November 30, 2014,

 

filed on March 2, 2015.

 

 

 

(b) All other reports filed pursuant to Section 13(a) o r 15(d) of the Securities Exchange Act of 1934

 

since the end of the fiscal year covered by the For m 10-K referred to in (a) above.

 

 

 

(c) A description of the Registrant’s securities contai ned in the Registration Statement on Form S-1,

 

filed by the Registrant and which became effective on June 27, 2014, , including all amendments filed for the

 

purpose of updating such common stock description.

 

 

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the

 

Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been

 

sold or which deregisters all securities then remai ning unsold, shall be deemed to be incorporated by reference in the

 

registration statement and to be part thereof from the date of filing of such documents.

 

 

 

Item 4. Description of Securities.

 

 

 

Not applicable.

 

 

 

Item 5. Interest of Named Experts and Counsel.

 

 

 

Not applicable.

 

 

 

Item 6. Indemnification of Directors and Officers.

 

 

 

Our bylaws do not contain a provision entitling any director or executive officer to indemnification against

 

its liability under the Securities Act. The Nevada Revised Statutes allows a company to indemnify its officers,

 

directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding, whether

 

civil, criminal, administrative, or investigative, except under certain circumstances. Indemnificatio n may only occur

 

if a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner,

 

which such person believed to be in the best interests of the Registrant. A determination may be made by the

 

stockholders; by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by

 

opinion of independent legal counsel; or by opinion of independent legal counsel in the event a quorum of directors

 

who were not a party to such action, suit, or proceeding does not exist.

 

 

 

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Provided the terms and conditions of these provisio ns under Nevada law are met, officers, directors,

 

employees, and agents of the Registrant may be inde mnified against any cost, loss, or expense arising out of any

 

liability under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be

 

permitted to directors, officers and controlling persons of the Registrant, we have been advised that in the opinion of

 

the Securities and Exchange Commission, such indemnification is against public policy and is, therefore,

 

unenforceable.

 

 

 

The Nevada Revised Statutes, stated herein, provide further for permissive indemnification of officers and

 

directors.

 

 

 

“A. NRS 78.7502 . Discretionary and mandatory indemnification of o fficers, directors, employees and

 

agents: General provisions.

 

 

 

“1. A corporation may indemnify any person who was or is a party or is threatened to be

 

made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

 

administrative or investigative, except an action b y or in the right of the corporation, by reason of the fact that he is

 

or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation

 

as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,

 

against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably

 

incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he

 

reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal

 

action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action,

 

suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent,

 

does not, of itself, create a presumption that the person did not act in good faith and in a manner wh ich he

 

reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any

 

criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

 

 

 

“2. A corporation may indemnify any person who was or is a party or is threatened to be

 

made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a

 

judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent o f the corporation,

 

or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,

 

partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and

 

attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement o f the action or

 

suit if he acted in good faith and in a manner whic h he reasonably believed to be in or not opposed to the best

 

interests of the corporation. Indemnification may not be made for any claim, issue or matter as to wh ich such a

 

person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefr om, to be liable

 

to the corporation or for amounts paid in settlemen t to the corporation, unless and only to the extent that the court in

 

which the action or suit was brought or other court of competent jurisdiction determines upon application that in

 

view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses

 

as the court deems proper.

 

 

 

“3. To the extent that a director, officer, employee or agent of a corporation has been

 

successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2,

 

or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expen ses, including

 

attorneys’ fees, actually and reasonably incurred b y him in connection with the defense.

 

 

 

“B. NRS 78.751 . Authorization required for discretionary indemni fication; advancement of expenses;

 

limitation on indemnification and advancement of expenses.

 

 

 

“1. Any discretionary indemnification under NRS 78 .7502 unless ordered by a court or

 

advanced pursuant to subsection 2, may be made by t he corporation only as authorized in the specific case upon a

 

determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The

 

determination must be made:

 

 

 

“(a) By the stockholders;

 

 

 

“(b) By the board of directors by majority vote o f a quorum consisting of directors

 

who were not parties to the action, suit or proceed ing;

 

 

 

 

 

3

 

 

 

“c) If a majority vote of a quorum consisting of directors who were not parties to the

 

action, suit or proceeding so orders, by independent legal counsel in a written opinion; or

 

 

 

“(d) If a quorum consisting of directors who were not parties to the action, suit or

 

proceeding cannot be obtained, by independent legal counsel in a written opinion.

 

 

 

“2. The articles of incorporation, the bylaws or an agreement made by the corporation may

 

provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding

 

must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or

 

proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amo unt if it is

 

ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified b y the

 

corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which

 

corporate personnel other than directors or officers may be entitled under any contract or otherwise b y law.

 

 

 

“3. The indemnification and advancement of expenses authorized in NRS 78.7502 or ordered

 

by a court pursuant to this section:

 

 

 

“(a) Does not exclude any other rights to which a person seeking indemnification or

 

advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of

 

stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in

 

another capacity while holding his office, except t hat indemnification, unless ordered by a court pursuant to or for

 

the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or

 

officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a

 

knowing violation of the law and was material to the cause of action.

 

 

 

“(b) Continues for a person who has ceased to be a director, officer, employee or

 

agent and inures to the benefit of the heirs, executors and administrators of such a person.

 

 

 

“C. NRS 78.752 . Insurance and other financial arrangements against liability of directors, officers,

 

employees and agents.

 

 

 

“1. A corporation may purchase and maintain insurance or make other financial

 

arrangements on behalf of any person who is or was a director, officer, employee or agent of the corpo ration, or is or

 

was serving at the request of the corporation as a director, officer, employee or agent of another corporation,

 

partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses

 

incurred by him in his capacity as a director, officer, employee or agent, or arising out of his statu s as such, whether

 

or not the corporation has the authority to indemnify him against such liability and expenses.

 

 

 

“2. The other financial arrangements made by the corporation pursuant to subsection 1 may

 

include the following:

 

 

 

“(a) The creation of a trust fund.

 

 

 

“(b) The establishment of a program of self-insurance.

 

 

 

“(c) The securing of its obligation of indemnification by granting a security interest

 

or other lien on any assets of the corporation.

 

 

 

“(d) The establishment of a letter of credit, guaranty or surety. No financial

 

arrangement made pursuant to this subsection may provide protection for a person adjudged by a court o f competent

 

jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing

 

violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

 

 

 

“3. Any insurance or other financial arrangement made on behalf of a person pursuant to this

 

section may be provided by the corporation or any o ther person approved by the board of directors, even if all or

 

part of the other person’s stock or other securities is owned by the corporation.

 

 

 

 

 

 

 

 

 

4

 

 

 

“4. In the absence of fraud:

 

 

 

“(a) The decision of the board of directors as to the propriety of the terms and

 

conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the

 

person to provide the insurance or other financial arrangement is conclusive; and

 

 

 

“(b) The insurance or other financial arrangement :

 

 

 

“1. Is not void or voidable; and

 

 

 

“2. Does not subject any director approving it to personal liability for his

 

action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or

 

other financial arrangement.

 

 

 

“5. A corporation or its subsidiary which provides self-insurance for itself or for another

 

affiliated corporation pursuant to this section isnot subject to the provisions of Title 57 of the Nevada Revised

 

Statutes.”

 

 

 

The Nevada Revised Statutes, stated herein, provides further for permissive indemnification of officers and

 

directors.

 

 

 

The Registrant, with approval of the Registrant’s B oard of Directors, may obtain directors’ and officers’

 

liability insurance.

 

 

 

Item 7. Exemption from Registration Claimed.

 

 

 

Not applicable.

 

 

 

Item 8. Exhibits.

 

 

 

The Exhibits required by Item 601 of Regulation S-K, and an index thereto, are attached.

 

 

 

Item 9. Undertakings.

 

 

 

The undersigned registrant hereby undertakes:

 

 

 

(a) (1) To file, during any period in which offers or sales are being made, a post-effective

 

amendment to this registration statement: (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;

 

 

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

 

 

 

(b) 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(a) or section 15(d) of the Securities Exchange Act o f 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.

 

 

 

(c) 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 r equired to be presented by Article 3 of Regulation S-X are not set

 

 

 

5

 

 

  

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 provid e such interim

 

financial information.

 

 

 

(d) That 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 p rovisions, or

 

otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such

 

indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. 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 o f the registrant in the successful defense of any action, suit or

 

proceeding) is asserted by such director, officer o r controlling person in connection with the securities being

 

registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling

 

precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against

 

public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

 

SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reaso nable

 

grounds to believe that it meets all of the require ments for filing on Form S-8 and has duly caused th is registration

 

statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Forest Hills, New

 

York, on May 14, 2015.

 

 

 

DANIELS CORPORATE ADVISORY COMPANY,

 

INC.

 

 

 

 

 

By /s/ Arthur D. Viola

 

Arthur D. Viola, Chief Executive Officer

 

 

 

 

 

By /s/ Arthur D. Viola

 

Arthur D. Viola, Chief Financial Officer and

 

Principal Accounting Officer

 

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by

 

the following persons in the capacities and on the dates indicated.

 

 

 

Signature Title Date

 

/s/ Arthur D. Viola Chief Executive Officer and Director May 14, 2015

 

/s/ Arthur D. Viola Chief Financial Officer, and Principal May 14, 2015

 

Accounting Officer

 

 

 

EXHIBIT INDEX

 

 

 

Exhibit No. Description

 

 

 

4.1 Employees, Officers, Directors, and Consultants Stock Plan for the Year 2015, No. 3

 

5 Opinion Re: Legality

 

23.1 Consent of Accountants

 

23.2 Consent of Counsel

 

Exhibit 4.1

 

 

 

 

 

DANIELS CORPORATE ADVISORY COMPANY, INC.

 

EMPLOYEES, OFFICERS, DIRECTORS, AND CONSULTANTS STO CK PLAN

 

FOR THE YEAR 2014

 

 

 

1. Introduction. This Plan shall be known as the “Daniels Corporate Advisory Company, Inc.

 

Employees, Officers, Directors, and Consultants Sto ck Plan for the Year 2015, No. 3” and is hereinafter referred to

 

as the “Plan.” The purposes of this Plan are to enable Daniels Corporate Advisory Company, Inc., a Ne vada

 

corporation (the “Company”), to promote the interests of the Company and its stockholders by attractin g and

 

retaining Employees, Directors, and Consultants cap able of furthering the future success of the Compan y and by

 

aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or

 

fees in the form of shares of the Company’s common stock, par value $0.001 per share (the “Common Stoc k”).

 

 

 

2. Definitions. The following terms shall have the meanings set forth below:

 

 

 

“Board” means the Board of Directors of the Company.

 

 

 

“Change of Control” has the meaning set forth in Paragraph 12(d) hereof.

 

 

 

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

 

References to any provision of the Code or rule or regulation thereunder shall be deemed to include an y amended or

 

successor provision, rule or regulation.

 

 

 

“Committee” means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof.

 

 

 

“Common Stock” has the meaning set forth in Paragraph 1 hereof.

 

 

 

“Company” has the meaning set forth in Paragraph 1 hereof.

 

 

 

“Consultants” means the Company’s consultants and advisors only if: (i) they are natural persons; (ii) they

 

provide bona fide services to the Company; and (iii) the services are not in connection with the offer or sale of

 

securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the

 

Company’s securities.

 

 

 

“Deferral Election” has the meaning set forth in Paragraph 6 hereof.

 

 

 

“Deferred Stock Account” means a bookkeeping account maintained by the Company for a Participant

 

representing the Participant’s interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7

 

hereof.

 

 

 

“Delivery Date” has the meaning set forth in Paragraph 6 hereof.

 

 

 

“Director” means an individual who is a member of t he Board of Directors of the Company.

 

 

 

“Dividend Equivalent” for a given dividend or other distribution means a number of shares of the Commo n

 

Stock having a Fair Market Value, as of the record date for such dividend or distribution, equal to the amount of

 

cash, plus the Fair Market Value on the date of dis tribution of any property, that is distributed with respect to one

 

share of the Common Stock pursuant to such dividend or distribution; such Fair Market Value to be determined by

 

the Committee in good faith.

 

 

 

“Effective Date” has the meaning set forth in Paragraph 3 hereof.

 

 

 

“Employee” means any officer or employee of the Company.

 

 

 

 

 

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“Exchange Act” has the meaning set forth in Paragraph 12(d) hereof.

 

 

 

“Fair Market Value” means the mean between the highest and lowest reported sales prices of the Common

 

Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national

 

securities exchange on which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any

 

other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Common

 

Stock during the last five trading days on the OTC Bulletin Board or the OTC Markets Group Inc. immediately

 

preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined. If

 

the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book

 

value of the Company per share as determined on the last day of March, June, September, or December in any year

 

closest to the date when the determination is to be made. For the purpose of determining book value hereunder,

 

book value shall be determined by adding as of the applicable date called for herein the capital, surp lus, and

 

undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these

 

items shall be divided by the number of shares of the Common Stock outstanding as of said date, and the quotient

 

thus obtained shall represent the book value of each share of the Common Stock of the Company.

 

 

 

“Participant” has the meaning set forth in Paragrap h 4 hereof.

 

 

 

“Payment Time” means the time when a Stock Award is payable to a Participant pursuant to Paragraph 5

 

hereof (without regard to the effect of any Deferral Election).

 

 

 

“Stock Award” has the meaning set forth in Paragrap h 5 hereof.

 

 

 

“Third Anniversary” has the meaning set forth in Paragraph 6 hereof.

 

 

 

3. Effective Date of the Plan . This Plan was adopted by the Board effective May 14, 2015 (the

 

“Effective Date”).

 

 

 

4. Eligibility. Each individual who is an Employee, Director, or Consultant on the Effective Date

 

and each individual who becomes an Employee, Director, or Consultant thereafter during the term of thi s Plan shall

 

be a participant (the “Participant”) in this Plan, in each case during such period as such individual remains an

 

Employee, Director, or Consultant of the Company or any of its subsidiaries. Each credit of shares of the Common

 

Stock pursuant to this Plan shall be evidenced by a written agreement duly executed and delivered by o r on behalf of

 

the Company and a Participant, if such an agreement is required by the Company to assure compliance with all

 

applicable laws and regulations.

 

 

 

5. Grants of Shares . Commencing on the Effective Date, the amount of compensation or bonus for

 

service to the Participants shall be payable in shares of the Common Stock (the “Stock Award”) pursuant to this

 

Plan. The deemed issuance price of shares of the Common Stock subject to each Stock Award shall not b e less than

 

85 percent of the Fair Market Value of the Common Stock on the date of the grant. In the case of any person who

 

owns securities possessing more than ten percent of the combined voting power of all classes of securities of the

 

issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of t he Common

 

Stock subject to each Stock Award shall be at least 100 percent of the Fair Market Value of the Common Stock on

 

the date of the grant.

 

 

 

6. Deferral Option . From and after the Effective Date, a Participant may make an election (a

 

“Deferral Election”) on an annual basis to defer delivery of the Stock Award specifying which one of t he following

 

ways the Stock Award is to be delivered (a) on the date which is three years after the Effective Date for which it was

 

originally payable (the “Third Anniversary”), (b) o n the date upon which the Participant ceases to be a Participant

 

for any reason (the “Departure Date”) or (c) in five equal annual installments commencing on the Departure Date

 

(the “Third Anniversary” and “Departure Date” each being referred to herein as a “Delivery Date”). Such Deferral

 

Election shall remain in effect for each Subsequent Year unless changed, provided that, any Deferral Election with

 

respect to a particular Year may not be changed les s than six months prior to the beginning of such Year, and

 

provided, further, that no more than one Deferral Election or change thereof may be made in any Year.

 

 

 

 

 

 

 

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Any Deferral Election and any change or revocation thereof shall be made by delivering written notice

 

thereof to the Committee no later than six months p rior to the beginning of the Year in which it is to be effected;

 

provided that, with respect to the Year beginning o n the Effective Date, any Deferral Election or revo cation thereof

 

must be delivered no later than the close of busine ss on the 30th day after the Effective Date.

 

 

 

7. Deferred Stock Accounts . The Company shall maintain a Deferred Stock Acco unt for each

 

Participant who makes a Deferral Election to which shall be credited, as of the applicable Payment Time, the

 

number of shares of the Common Stock payable pursuant to the Stock Award to which the Deferral Electio n relates.

 

So long as any amounts in such Deferred Stock Account have not been delivered to the Participant under Paragraph

 

8 hereof, each Deferred Stock Account shall be cred ited as of the payment date for any dividend paid o r other

 

distribution made with respect to the Common Stock, with a number of shares of the Common Stock equal to (a) the

 

number of shares of the Common Stock shown in such Deferred Stock Account on the record date for such dividend

 

or distribution multiplied by (b) the Dividend Equi valent for such dividend or distribution.

 

 

 

8. Delivery of Shares .

 

 

 

(a) The shares of the Common Stock in a Participant’s Deferred Stock Account with respect

 

to any Stock Award for which a Deferral Election ha s been made (together with dividends attributable to such shares

 

credited to such Deferred Stock Account) shall be d elivered in accordance with this Paragraph 8 as soo n as

 

practicable after the applicable Delivery Date. Except with respect to a Deferral Election pursuant to Paragraph 6

 

hereof, or other agreement between the parties, suc h shares shall be delivered at one time; provided that, if the

 

number of shares so delivered includes a fractional share, such number shall be rounded to the nearest whole number

 

of shares. If the Participant has in effect a Deferral Election pursuant to Paragraph 6 hereof, then such shares shall

 

be delivered in five equal annual installments (together with dividends attributable to such shares cr edited to such

 

Deferred Stock Account), with the first such instal lment being delivered on the first anniversary of t he Delivery

 

Date; provided that, if in order to equalize such installments, fractional shares would have to be delivered, such

 

installments shall be adjusted by rounding to the nearest whole share. If any such shares are to be d elivered after the

 

Participant has died or become legally incompetent, they shall be delivered to the Participant’s estate or legal

 

guardian, as the case may be, in accordance with the foregoing; provided that, if the Participant dies with a Deferral

 

Election pursuant to Paragraph 6 hereof in effect, the Committee shall deliver all remaining undelivered shares to

 

the Participant’s estate immediately. References to a Participant in this Plan shall be deemed to refer to the

 

Participant’s estate or legal guardian, where appro priate.

 

 

 

(b) The Company may, but shall not be required to, create a grantor trust or utilize an

 

existing grantor trust (in either case, the “Trust”) to assist it in accumulating the shares of the Common Stock needed

 

to fulfill its obligations under this Paragraph 8. However, Participants shall have no beneficial or other interest in

 

the Trust and the assets thereof, and their rights under this Plan shall be as general creditors of the Company,

 

unaffected by the existence or nonexistence of the Trust, except that deliveries of Stock Awards to Participants from

 

the Trust shall, to the extent thereof, be treated as satisfying the Company’s obligations under this Paragraph 8.

 

 

 

9. Share Certificates; Voting and Other Rights . The certificates for shares delivered to a Participant

 

pursuant to Paragraph 8 above shall be issued in the name of the Participant, and from and after the d ate of such

 

issuance the Participant shall be entitled to all rights of a stockholder with respect to the Common Stock for all such

 

shares issued in his name, including the right to vote the shares, and the Participant shall receive all dividends and

 

other distributions paid or made with respect thereto.

 

 

 

General Restrictions . 10.

 

 

 

(a) Notwithstanding any other provision of this Plan or agreements made pursuant thereto,

 

the Company shall not be required to issue or deliver any certificate or certificates for shares of the Common Stock

 

under this Plan prior to fulfillment of all of thefollowing conditions:

 

 

 

(i) Listing or approval for listing upon official notice of issuance of such shares on

 

the New York Stock Exchange, Inc., or such other securities exchange as may at the time be a market fo r the

 

Common Stock;

 

 

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(ii) Any registration or other qualification of s uch shares under any state or federal

 

law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee

 

shall, upon the advice of counsel, deem necessary o r advisable; and

 

 

 

(iii) Obtaining any other consent, approval, or p ermit from any state or federal

 

governmental agency which the Committee shall, after receiving the advice of counsel, determine to be necessary or

 

advisable.

 

 

 

(b) Nothing contained in this Plan shall prevent t he Company from adopting other or

 

additional compensation arrangements for the Participants.

 

 

 

11. Shares Available . Subject to Paragraph 12 below, the maximum number of shares of the Common

 

Stock which may in the aggregate be paid as Stock Awards pursuant to this Plan is 2,750,000. Shares o f the

 

Common Stock issuable under this Plan may be taken from treasury shares of the Company or purchased on the

 

open market.

 

 

 

12. Adjustments; Change of Control .

 

 

 

(a) In the event that there is, at any time after the Board adopts this Plan, any change in

 

corporate capitalization, such as a stock split, combination of shares, exchange of shares, warrants o r rights offering

 

to purchase the Common Stock at a price below its Fair Market Value, reclassification, or recapitalization, or a

 

corporate transaction, such as any merger, consolid ation, separation, including a spin-off, stock dividend, or other

 

extraordinary distribution of stock or property of the Company, any reorganization (whether or not such

 

reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete

 

liquidation of the Company (each of the foregoing a “Transaction”), in each case other than any such T ransaction

 

which constitutes a Change of Control (as defined b elow), (i) the Deferred Stock Accounts shall be credited with the

 

amount and kind of shares or other property which would have been received by a holder of the number o f shares of

 

the Common Stock held in such Deferred Stock Account had such shares of the Common Stock been outstand ing as

 

of the effectiveness of any such Transaction, (ii) the number and kind of shares or other property sub ject to this Plan

 

shall likewise be appropriately adjusted to reflect the effectiveness of any such Transaction, and (iii) the Committee

 

shall appropriately adjust any other relevant provi sions of this Plan and any such modification by the Committee

 

shall be binding and conclusive on all persons.

 

 

 

(b) If the shares of the Common Stock credited to the Deferred Stock Accounts are converted

 

pursuant to Paragraph 12(a) into another form of property, references in this Plan to the Common Stock shall be

 

deemed, where appropriate, to refer to such other form of property, with such other modifications as may be

 

required for this Plan to operate in accordance with its purposes. Without limiting the generality of the foregoing,

 

references to delivery of certificates for shares of the Common Stock shall be deemed to refer to delivery of cash

 

and the incidents of ownership of any other property held in the Deferred Stock Accounts.

 

 

 

(c) In lieu of the adjustment contemplated by Paragraph 12(a), in the event of a Change of

 

Control, the following shall occur on the date of t he Change of Control (i) the shares of the Common Stock held in

 

each Participant’s Deferred Stock Account shall be deemed to be issued and outstanding as of the Change of

 

Control; (ii) the Company shall forthwith deliver to each Participant who has a Deferred Stock Account all of the

 

shares of the Common Stock or any other property held in such Participant’s Deferred Stock Account; and (iii) this

 

Plan shall be terminated.

 

 

 

(d) For purposes of this Plan, Change of Control shall mean any of the following events:

 

 

 

(i) The acquisition by any individual, entity or group (within the meaning of

 

Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a

 

“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 80

 

percent or more of either (1) the then outstanding shares of the Common Stock of the Company (the “Out standing

 

Company Common Stock”), or (2) the combined voting power of then outstanding voting securities of the Company

 

entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided,

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

however, that the following acquisitions shall not constitute a Change of Control (A) any acquisition directly from

 

the Company (excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being

 

so converted was itself acquired directly from the Company), (B) any acquisition by the Company, (C) any

 

acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any

 

corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization,

 

merger or consolidation, if, following such reorgan ization, merger or consolidation, the conditions described in

 

clauses (A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are satisfied; or

 

 

 

(ii) Individuals who, as of the date hereof, constitute the Board of the Company (as

 

of the date hereof, “Incumbent Board”) cease for an y reason to constitute at least a majority of the Board; provided,

 

however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for

 

election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then

 

comprising the Incumbent Board shall be considered as though such individual were a member of the Incu mbent

 

Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of

 

either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 1 4A

 

promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on

 

behalf of a Person other than the Board; or

 

 

 

(iii) Approval by the stockholders of the Company of a reorganization, merger,

 

binding share exchange or consolidation, unless, fo llowing such reorganization, merger, binding share exchange or

 

consolidation (A) more than 60 percent of, respectively, then outstanding shares of common stock of the corporation

 

resulting from such reorganization, merger, binding share exchange or consolidation and the combined voting power

 

of then outstanding voting securities of such corpo ration entitled to vote generally in the election of directors is then

 

beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the

 

beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting

 

Securities immediately prior to such reorganization, merger, binding share exchange or consolidation i n

 

substantially the same proportions as their ownership, immediately prior to such reorganization, merger, binding

 

share exchange or consolidation, of the Outstanding Company Common Stock and Outstanding Company Votin g

 

Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust)

 

of the Company or such corporation resulting from s uch reorganization, merger, binding share exchange or

 

consolidation and any Person beneficially owning, i mmediately prior to such reorganization, merger, binding share

 

exchange or consolidation, directly or indirectly, 20 percent or more of the Outstanding Company Commo n Stock or

 

Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent or

 

more of, respectively, then outstanding shares of common stock of the corporation resulting from such

 

reorganization, merger, binding share exchange or consolidation or the combined voting power of then o utstanding

 

voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority

 

of the members of the board of directors of the corporation resulting from such reorganization, merger, binding

 

share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial

 

agreement providing for such reorganization, merger, binding share exchange or consolidation; or

 

 

 

(iv) Approval by the stockholders of the Company of (1) a complete liquidation or

 

dissolution of the Company, or (2) the sale or other disposition of all or substantially all of the assets of the

 

Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than

 

60 percent of, respectively, then outstanding share s of common stock of such corporation and the combi ned voting

 

power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors

 

is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were

 

the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting

 

Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership,

 

immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding

 

Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee b enefit

 

plan (or related trust) of the Company or such corp oration and any Person beneficially owning, immediately prior to

 

such sale or other disposition, directly or indirectly, 20 percent or more of the Outstanding Company Common Stock

 

or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent

 

or more of, respectively, then outstanding shares o f common stock of such corporation and the combined voting

 

power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors,

 

and (C) at least a majority of the members of the b oard of directors of such corporation were members of the

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale

 

or other disposition of assets of the Company.

 

 

 

13. Administration; Amendment and Termination .

 

 

 

(a) The Plan shall be administered by the Compensation Committee (the “Committee”) of, or

 

appointed by, the Board of Directors of the Company (the “Board”). The Committee shall select one of its members

 

as Chairman and shall act by vote of a majority of a quorum, or by unanimous written consent. A majority of its

 

members shall constitute a quorum. The Committee s hall be governed by the provisions of the Company’s Byla ws

 

and of Nevada law applicable to the Board, except as otherwise provided herein or determined by the Bo ard. The

 

Committee shall have full and complete authority, in its discretion, but subject to the express provisions of this Plan

 

to administer all aspects of the Plan. All interpretations and constructions of this Plan by the Committee, and all of

 

its actions hereunder, shall be binding and conclusive on all persons for all purposes.

 

 

 

(b) The Board may from time to time make such amendments to this Plan, including to

 

preserve or come within any exemption from liabilit y under Section 16(b) of the Exchange Act, as it ma y deem

 

proper and in the best interest of the Company without further approval of the Company’s stockholders, provided

 

that, to the extent required under Nevada law or to qualify transactions under this Plan for exemption under Rule

 

16b-3 promulgated under the Exchange Act, no amendment to this Plan shall be adopted without further approval of

 

the Company’s stockholders and, provided, further, that if and to the extent required for this Plan to comply with

 

Rule 16b-3 promulgated under the Exchange Act, no a mendment to this Plan shall be made more than once in any

 

six month period that would change the amount, price or timing of the grants of the Common Stock hereu nder other

 

than to comport with changes in the Code, the Emplo yee Retirement Income Security Act of 1974, as amended, or

 

the regulations thereunder. The Board may terminate this Plan at any time by a vote of a majority of the members

 

thereof.

 

 

 

14. Term of Plan . No shares of the Common Stock shall be issued, unless and until the Directors of

 

the Company have approved this Plan and all other legal requirements have been met. This Plan was ado pted by the

 

Board effective May 14, 2015, and shall expire on May 14, 2025.

 

 

 

15. Governing Law . This Plan and all actions taken thereunder shall be governed by, and construed in

 

accordance with, the laws of the State of Nevada.

 

 

 

16. Information to Shareholders . The Company shall furnish to each of its stockho lders financial

 

statements of the Company at least annually.

 

 

 

17. Miscellaneous .

 

 

 

(a) Nothing in this Plan shall be deemed to create any obligation on the part of the Board to

 

nominate any Director for reelection by the Company’s stockholders or to limit the rights of the stockholders to

 

remove any Director.

 

 

 

(b) The Company shall have the right to require, p rior to the issuance or delivery of any

 

shares of the Common Stock pursuant to this Plan, that a Participant make arrangements satisfactory to the

 

Committee for the withholding of any taxes required by law to be withheld with respect to the issuance or delivery

 

of such shares, including, without limitation, by the withholding of shares that would otherwise be so issued or

 

delivered, by withholding from any other payment due to the Participant, or by a cash payment to the Company by

 

the Participant.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, this Plan has been executed effective as of May 14, 2015.

 

 

 

 

 

DANIELS CORPORATE ADVISORY COMPANY,

 

INC.

 

 

 

 

 

By /s/ Arthur D. Viola

 

Arthur D. Viola, Chief Executive Officer

 

 

 

 

 

 

 

Exhibit 5

 

 

 

 

 

Norman T. Reynolds Law Firm, P. C.

 

Three Riverway, Suite 1800

 

Houston, Texas 77056

 

Telephone (713) 503-9411

 

Telecopier (713) 456-2509

 

 

 

 

 

May 14, 2015

 

 

 

 

 

U.S. Securities and Exchange Commission

 

Division of Corporation Finance

 

100 F Street, N.E.

 

Washington, D.C. 20549

 

 

 

Re: Daniels Corporate Advisory Company, Inc. – Form S-8

 

 

 

Gentlemen:

 

 

 

We have acted as counsel to Daniels Corporate Advisory Company, Inc., a Nevada corporation (the

 

“Company”), in connection with its Registration Statement on Form S-8 relatingto the registrationof 2,750,000

 

sharesof its common stock, par value $0.001 per share, which are issuable pursuantto theCompany’s E mployees,

 

Officers, Directors, and Consultants Stock Plan for the Year 2015, No. 3.

 

 

 

In our representation we have examined suchdocumen ts, corporate records, and other instruments as have

 

been provided to us for the purposes of thisopinion, including, but not limited to, the Articlesof Incorporation, and

 

all amendments thereto, and Bylaws of the Company.

 

 

 

Based upon andin reliance on the foregoing, and subjectto the qualifications and assumptions set forth

 

below,it is our opinion that the Company is dulyorganized and validly existingas a corporation under the lawsof

 

the State of Nevada, and that the shares, when issued and sold, will be validly issued, fully paid, and non-assessable.

 

 

 

Our opinion is limited by and subject to the following:

 

 

 

(a) In rendering our opinion we have assumed that, at t he time of each issuance and sale of the Shares,

 

the Company will be a corporation validly existing and in good standing under the laws of the State of Nevada.

 

 

 

(b) In our examination of all documents, certificates and records, we have assumed without

 

investigation, the authenticity and completeness of all documents submitted to us as originals, theconformity to the

 

originalsof all documents submitted to us as copies and the authenticity and completeness of the originalsof all

 

documents submitted to us as copies. We have also assumed the genuineness of all signatures, the legal capacityof

 

natural persons, the authorityof all persons executing documents on behalfof the parties thereto other than the

 

Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the

 

Company. As to matters of fact material to thisopinion, we have relied upon statements and representationsof

 

representativesof the Company andof public officials and have assumed the same to have been properly given and

 

to be accurate.

 

 

 

(c) Our opinion is based solelyon and limitedto the federal lawsof the United Statesof America and

 

the lawsof Nevada (based solely upon our review of a standard compilation thereof). We expressno opinion as to

 

the laws of any other jurisdiction.

 

 

 

 

 

Very truly yours,

 

 

 

/s/ Norman T. Reynolds Law Firm, P. C.

 

 

 

Exhibit 23.1

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

TO: Daniels Corporate Advisory Company, Inc.

 

 

 

As independent registered certified public accountants, we hereby consent to the incorporation by reference in this

 

Registration Statement on Form S-8, of our report, which includes an explanatory paragraph regarding t he

 

substantial doubt about the Company's ability to co ntinue as a going concern, dated January 23, 2014 included in

 

Daniels Corporate Advisory Company, Inc. Annual Rep ort on Form 10-K for the year ended November 30, 20 13,

 

and to all references to our Firm included in this Registration Statement.

 

 

 

/s/John Scrud ato CPA ,

 

 

 

John Scrudato CPA

 

 

 

Califon, NJ

 

 

 

May 14, 2015

 

Exhibit 23.2

 

 

 

 

 

Norman T. Reynolds Law Firm. P. C.

 

Three Riverway, Suite 1800

 

Houston, Texas 77056

 

Telephone (713) 503-9411

 

Telecopier (713) 456-2509

 

 

 

May 14, 2015

 

 

 

U.S. Securities and Exchange Commission

 

Division of Corporation Finance

 

100 F Street, N.E.

 

Washington, D.C. 20549

 

 

 

Re: Daniels Corporate Advisory Company, Inc. – Form S-8

 

 

 

Gentlemen:

 

 

 

We have acted as counsel to Daniels Corporate Advisory Company, Inc., a Nevada corporation (the

 

“Company”), in connection with its Registration Statement on Form S-8 relatingto the registrationof 2,750,000

 

sharesof its common stock, par value $0.001 per share, which are issuable pursuantto theCompany’s E mployees,

 

Officers, Directors, and Consultants Stock Plan for the Year 2015, No. 3.

 

 

 

We hereby consent to all references to our firm included in this Registration Statement, including the

 

opinion of legality.

 

 

 

Very truly yours,

 

 

 

/s/ Norman T. Reynolds Law Firm, P. C.