As filed with the Securities and Page 1 of __ pages
Exchange Commission on July __, 1996 Reg. No. 0-26760
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
North American Resorts, Inc.
(Exact name of Registrant as specified in its charter)
Colorado 84-12605
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
315 East Robinson Street, Orlando, Florida 32801
(Address of principal offices, including zip code)
P. R. Williams & Associates, Inc. Consulting Agreement
Rush Entertainment Corporation Consulting Agreement
(Full Title of the Plan)
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 337-3738
(Name and Address of agent for service)
(Telephone number, including area code for agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Securities Registered Offering Price Aggregate of Registration Fee (1)
to be Registered Per Share (1) Offering Price (1)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
No par value 600,000 $ .12 $60,000
Preferred Stock
No par value 60,000 $1.20 $60,000
Total $100.00 (minimum fee)
========================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457 based upon the most recent bid price on OTC.
PROSPECTUS
NORTH AMERICAN RESORTS, INC.
600,000 Shares of Common Stock
60,000 Shares of Preferred Stock
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY TEH 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.
This Prospectus relates to 600,000 shares (the Shares) of common stock,
and 60,000 shares of Preferred Stock of North American Resorts, Inc. (the
Company). The Shares have been issued to consultants (the Selling Shareholders)
pursuant to Consulting Agreements. The Selling Shareholders will be offering the
Shares for their own respective accounts, and the Company will not receive any
part of the proceeds from the sales (see Selling Shareholders). This Prospectus
identifies the Selling Shareholders with a current intent to sell, and other
Selling Shareholders who hold Shares eligible for sale. Additional Selling
Shareholders may be identified by prospectus supplements.
The Company has been advised by the Selling Shareholders that there are
not any underwriting arrangements with respect to the sale of the Shares. The
Shares will be sold from time to time in the over-the-counter market at then
prevailing prices or at prices related to the then current market prices or in
private transactions at negotiated prices, and brokerage fees may be paid by the
Selling Shareholders in connection with any sale. The Selling Shareholders will
pay all applicable stock transfer taxes, transfer fees and related fees and
expenses. The Company will bear the cost of preparing and filing the
Registration Statement and Prospectus and all filing fees and legal and
accounting expenses in connection with registration under federal and state
securities laws.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (SEE RISK FACTORS)
The Date of this Prospectus is June 27, 1996
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance with the Act files reports,
proxy statements and other information with the Securities and Exchange
Commission (the Commission). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549, and the Commission's Regional offices at 75 Park Place,
14th Floor, New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East,
Los Angeles, California 90036 and 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from such facilities and
the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549 at prescribed rates.
This Prospectus, which constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of 1934 omits
certain of the information contained in the registration statement. Reference is
hereby made to the registration statement and to the exhibits relating thereto
for further information with respect to the Company and the Shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:
(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 1996.
(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].
(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
THE COMPANY
North American Resorts, Inc. was formed in Colorado in 1985 as Gemini
Ventures, Inc. The name was changed in 1989 to Solomon Trading Company, Ltd.,
and was changed again in 1994 to The Voyageur First, Inc. The name was changed
to its present name on March 30, 1995 after an asset purchase of North American
Resorts, Inc. At the time of the purchase the only asset of North American
Resorts, Inc. was its business plan, and the Company issued 166,667 shares of
its preferred stock for North American Resorts, Inc.
The Company became the owner of USA Tourist Service Centers, Inc. as a
result of the asset purchase of North American Resorts, Inc. USA Tourist Service
Centers, Inc., which began business in 1993, was wholly owned by North American
Resorts, Inc. USA Tourist Service Centers, Inc. holds a license as a travel
agent, and operates out of its office in Orlando, Florida. USA Tourist Service
Centers, Inc. also had filed to become a franchisee, and sold two franchises.
The franchises sold were for the state of Minnesota and the state of Ohio, and
sold for $50,000 each. The Minnesota franchise should be paid for on June 30,
1996, and Ohio franchise on December 31, 1995. Both franchises will begin
operations in 1996, and the Company intends to live up to the franchise
agreement in each case. It does not intend to pursue the franchise business
further. USA Tourist Service Centers, Inc. is not affiliated in any way with the
United States government. North American Resorts, Inc. also held an option to
purchase 5 time share units at Ocean Landings in Coco Beach, Florida, which it
has now purchased.
The Company was activated as a business after the purchase in March,
1995, and has been in the business of selling vacations in Florida since that
time. The vacations are mostly in the Orlando, Florida area, and the Company
sells rooms in motels, airline tickets and car rentals. The leads for the sales
are generated through newspaper advertising from Colorado and Texas and eastward
from those states. The newspaper ads describe vacations in Orlando, mostly for 5
days and 4 nights, at a cost at about 40% below the usual advertised cost. The
Company is able to sell these services for a lower cost because of the
negotiated costs it has with the providers. The motels used by the Company are
chain motels in the lower price range, such as Motel 8. USA Tourist Service
Centers, Inc. is a wholly owned subsidiary of North American Resorts, Inc.
North American Resorts, Inc. was also activated in mid 1995 and sells
memberships. A member is entitled to an annual pass to Cypress Island animal
preserve and to a vacation at Ocean Landings Resort in Coco Beach, Florida or to
trade in the week vacation to Interval International and select from other
resorts.
THE SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH AMOUNT
OF RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS THEIR
ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK
ASSOCIATED WITH THESE SECURITIES.
Prospective investors should, prior to making an investment, carefully
consider the following risk factors with respect to the Company and this
offering.
RISK FACTORS
(1) Competition. The business in which the Company is engaged is highly
competitive and many of the Company's competitors have substantially
greater resources and experience than the Company.
(2) No Dividends. The Company has never paid a dividend on its Common
Stock, and does not intend to pay dividends in the foreseeable future.
It currently intends to retain substantially all future earnings for
use in its business.
(3) Lack of Operating History and Possibility of Operating Losses. The
Company may incur operating losses and no assurance can be given as to
the ultimate success or failure of the Company or as to the return, if
any, that investors will receive on their investments. Operating losses
could be substantial, in which event investors could sustain a total
loss of their investment.
(4) Market Acceptance. The Company's ability to successfully market its
products will depend upon its acceptance by the community. There can be
no assurance that the Company will be able to achieve commercial
acceptance of its travel business.
(5) Broker-Dealer Sales of Company's Registered Securities. The Company's
common stock is deemed a "Penny Stock" since the Gross assets are less
than $4,000,000 and the net assets are less than $2,000,000. Therefore
the SEC imposes additional sales requirements on Broker-Dealers who
sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of
$5,000,000 or individuals with net worths in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with a spouse). In
these transactions, the Broker-Dealer must make a suitability
determination and obtain the purchaser's written agreement to the
transaction prior to the sale. Consequently, the rules may make it more
difficult for the Brokers to sell the securities or for shareholders to
sell in a secondary market.
THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED
AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT
AND PROPOSED BUSINESS OF THE COMPANY.
MANAGEMENT
The executive officers and Directors of the Company are as follows:
Name Age Position
Brian A. Nelson 40 President/Director
Gary A. Larvinson 49 Secretary/Director
Holley A. Rogers 56 Director
Anthony Arrigoni 32 Director
Brian A. Nelson, 40 years of age, the President and a Director. Mr.
Nelson has been employed by the Radisson Hotels for more than the past 10 years
in a management capacity in Minneapolis, Minnesota. A Director since November,
1994.
Gary A. Larvinson, 49 years of age, the Secretary and a Director. Mr.
Larvinson has been the proprietor of A Place for everything, a furniture
business in Elk River, Minnesota for more than the past five years. A Director
since November, 1994.
Holley A. Rogers, 56 years of age, a Director. Mr. Rogers has been
employed from 1990 to 1991 for Continental Homes in real estate sales, and from
June, 1991 to the present at Central Florida Hospital, a division of Central
Florida Investment Group, as Marketing Manager. He was in real estate sales and
radio sales before the present employment, and is the holder of a Florida real
estate license. A Director since May, 1995.
Anthony Arrigoni, 32 years of age, a Director. Mr. Arrigoni was an
Account Executive for Cardservice International from 1990 to 1993, President of
Dream Away Travel from March, 1993 to December, 1994 and President of U.S.A.
Tourist Services, Inc. from December, 1994 to the present time. A Director since
May, 1995.
The directors of the Company are elected annually by the shareholders
for a term of one year or until their successors are elected and qualified. The
officers serve at the pleasure of the Board of Directors.
CERTAIN TRANSACTIONS
The purchase of all of the outstanding stock of North American Resorts,
Inc. in April, 1995 resulted in Anthony Arrigoni and Holley Rogers becoming
shareholders of the Company, and both are now Directors of the Company. Mr.
Rogers was issued common shares at that time for services rendered and for his
expertise as a Director. The purchase of the stock of North American Resorts,
Inc. included its subsidiary, USA Tourist Service Centers, Inc. The USA Tourist
Service Centers, Inc. provides income to the Company through sales of vacations.
USE OF PROCEEDS
The Shares will be offered by the Selling Shareholders for their own
respective accounts and the Company will not receive any part of the proceeds
from the sale. The principal reason for this offering is to allow the Selling
Shareholders to offer their Shares pursuant to an effective registration
statement as required in certain agreements between the Company and the Selling
Shareholders.
SELLING SHAREHOLDERS
The following table sets forth for each of the Selling Shareholders
such person's ownership of shares at September 25, 1995, the number of shares
being offered by each person and each person's ownership by number of shares and
by percent of total outstanding shares before and after giving effect to the
sale of all Shares offered.
Number of Percentage of Percentage after
Name Shares owned Shares owned offering
Rush Entertainment Corp 600,000 shares 13% 13%
P.R. Williams & Assoc. 60,000 preferred 8% 8%
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.
The Shares may be sold in one or more of the following ways:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution, or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the Act,
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer, (ii) the number of shares involved, (iii) the price
at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer when applicable, (v) that such
broker-dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.
The Selling Shareholders will be subject to anti-fraud and anti-market
manipulation rules under the Securities Exchange Act of 1934 in connection with
this offering. Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit
the Selling Shareholders from purchasing the Company's common stock while the
Shares are being offered pursuant to this Prospectus.
The Company has agreed to indemnify the Selling Shareholders and
underwriters acting of their behalf against certain liabilities under the Act
for material misrepresentations or omissions contained in this Prospectus.
The laws of certain states may require that sales of the Shares offered
be conducted solely through brokers or dealers registered in those states.
DESCRIPTION OF SECURITIES
The Company has authorized 100,000,000, no par value, shares of common
stock and 50,000,000, no par value, shares of preferred stock. Each holder of
common stock has one vote per share on all matters voted upon by the
shareholders. The voting rights are noncumulative so that shareholders holding
more than 50% of the outstanding shares on common stock are able to elect all
members of the Board of Directors. There are no preemptive rights or other
rights of subscription.
Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the Company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.
The 50,000,000 authorized shares of preferred stock are convertible to
common stock of the Company. Each share of preferred stock is convertible into
10 shares of common stock at a price of $.10 per share for two years from the
date of issue. If not converted into common shares within two years from the
date of issue the preferred share becomes a common share. There are no other
preferences. The two years will expire for some of the preferred shares in
November, 1996, please see #10 above.
There are no dividend rights to the preferred shares. Each preferred
share has one vote equal to a share of common stock.
There was a meeting of shareholders of the Company on November 7, 1995
where if was resolved that the Company reverse split its common shares 1 for 10,
which was effective on December 11, 1995. All share numbers reflect this change.
The split did not have any effect on the preferred shares.
LEGAL MATTERS
Legal matters in connection with this offering of Common Shares will be
passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis,
Minnesota.
EXPERTS
The audited financial statements of the Company included in this
prospectus have been examined by the accounting firm of Gary A. LaPalme and M.
A. Cabera & Company, P.A., as set forth in its report appearing elsewhere
herein, and are included in reliance upon such report and upon the authority of
such firms as experts in accounting and auditing.
FORM S-8 REGISTRATION STATEMENT
FOR 1996 CONSULTANT STOCK GRANT
---------------------------------------
PART I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, no par value, ("Common Stock") of the Registrant in connection with its
1996 Consultant Stock Plans pursuant to written compensation agreements dated
March 15, 1996 and June 1, 1996 (the Plans").
A prospectus containing the information specified in Part I of Form S-8
will be sent or given to consultants as specified by Rule 428(b)(1). Such
prospectus is not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:
(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 1996.
(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].
(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4 - DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Colorado Corporation Code, Section 7-3-101.5, contains
indemnification provisions which permits indemnification by a corporation of any
officer, director and affiliated person who was or is a party, or who is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a member, director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as member, director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney's fees, and against judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted, or failed to act, in good faith and in a
manner 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. All indemnification must
be reported to the shareholders at the next annual meeting. In some instances a
court must approve such indemnification.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8 - EXHIBITS.
Reference is made to the Exhibit Index which is included on page __ of this
Registration Statement following the Signature Page.
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 include any
additional or changed 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:
(i) to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment) which individually or in the aggregate, represent a fundamental
change in the information set forth in the 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 purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as 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) 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 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.
(5) 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 provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person of the Registrant in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, and will be governed by the final adjudication of such issue.
The undersigned registrant undertakes to deliver or cause ot be
delivered with the prospectus to each consultant to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such consultant has received a copy of such report, in which
case the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the consultant. If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the prospectus, the annual report of the registrant for the preceding
fiscal year may be delivered, but within such 120- day period the annual report
for the last fiscal year will be furnished to each consultant.
The undersigned registrant undertakes to transmit or cause to be
transmitted to all consultants participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement 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 Minneapolis, State of
Minnesota on June ____, 1996.
_______/S/__________________
Brian A. Nelson, President & Director
_______/S/__________________
Chief Financial 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
date indicated. Each Officer and Director may execute a separate signature page
and when all of the separate pages are put together, they shall be construed as
one signature page as if all of the Officers and Directors had signed on one
page.
Dated: June ____, 1996
______/S/___________________________
Brian A. Nelson, Director
_____/S/____________________________
Gary L. Larvinson, Director
____________________________________
Holley A. Rogers, Director
____________________________________
Anthony Arrigoni, Director
NO SEAL:
EXHIBIT INDEX
Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.
Exhibit No. Description Sequential Page No.
4.1 Consulting Agreement Rush Entertainment Corp
4.2 Consulting Agreement R.P. Williams & Associates
5.1 Opinion Letter
AGREEMENT
This Agreement is entered into on the 1st day of June, 1996, between
NORTH AMERICAN RESORTS, INC.
315 E. ROBINSON - SUITE 190
ORLANDO, FLORIDA 32660
(NIAR)
AND
RUSH ENTERTAINMENT CORPORATION
15187 EDGEWATER CIRCLE
PRIOR LAKE, MINNESOTA 55372
(RUSH)
In consideration of the mutual promises and covenants contained in this
Agreement, the parties agree as follows:
1. Lead Generation Program. Rush agrees to provide to NIAR a lead generation
program specifically designed to target timeshare sales in the Orlando, Florida
area. The program will consist of (1) securing one to three advertising pages in
inflight magazines on airline charter services to the Florida area equal to an
amount of $2500 per month for a twelve month period or a total of $30,000. (2)
providing an average of $2500 per month of radio advertising in the upper
midwest for a total of $30,000, which can be used in any increment during any
period over the next twelve months, (3) providing leads generated at various
charter terminals, actual in flight leads and other various airline terminals
which service the Florida area.
2. Consideration. In exchange for the lead generation program, NIAR will issue
to Rush 600,000 shares of registered NIAR common stock at market value of $.15
per share.
3. Representations and Warranties. The parties represent and warrant as follows,
and each representation and warranty shall be true and accurate in all material
respects, both as of the date of this Agreement, and as of the Closing.
3.1 NIAR is a valid corporation in good standing under the laws of the
State of Colorado; Rush is a corporation in good standing under the laws of the
Minnesota, both parties have the authority to enter into and perform this
Agreement. This Agreement is binding on NIAR and Rush and enforceable by its
terms.
3.2 No representation or warranty made in this Agreement or in any
documents furnished in connection with the contemplated transactions contains
any untrue statement or material fact necessary for full disclosure to NIAR or
Rush.
4. Conditions to Closing. The obligations of NIAR and Rush under this Agreement
are subject to the delivery of 600,000 shares of NIAR common stock by NIAR to
Rush.
5. Survival of Representations and Warranties. The representations contained in
this Agreement and in any Schedule or accompanying document shall survive the
Closing.
6. Notices. Any notice to any party pursuant to this Agreement shall be
effective on the date delivered personally or placed in first class main postage
prepaid, and addressed to such party at its address set forth above. The
addresses may be changed from time to time by written notice.
7. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon and enforceable against the respective successors and assigns of
the parties.
8. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement.
/s/ Brian A. Nelson
North American Resorts, Inc.
/s/ Gerald Kro
Rush Entertainment Corporation
FINANCIAL PUBLIC RELATIONS AGREEMENT
WITNESSETH
THIS AGREEMENT, made this 15th day of March 1996, by and between P. R.
WILLIAMS & ASSOCIATES, INC., having its principal office at 7825 Washington
Avenue South, Minneapolis, Minnesota (hereinafter "PRW") and NORTH AMERICAN
RESORTS, INC., located at 315 East Robinson Street, S-190, Orlando, Florida
32801, Telephone (407) 841-191 7 (hereinafter referred to as ("CLIENT").
WHEREAS, the CLIENT, a publicly held corporation, desires to retain the
services of PRW to advise and assist it in its ongoing financial public
relations, which the CLIENT recognizes as requiring time and constant attention
to develop and sustain the attention and interest of shareholders and other
members of the investment and financial community; and
WHEREAS, PRW will provide such professional services for the
consideration as stated herein;
NOW THEREFORE, the parties hereby agree as follows:
1. RETENTION: CLIENT retains PRW to advise and assist it in its ongoing
financial public relations, which the CLIENT recognizes as requiring time and
constant diligence to develop and sustain the attention and interest of
shareholders and other members of the investment and financial community. Such
services would include, as necessary and authorized by the CLIENT:
a) press relations, releases and conferences;
b) financial advertising;
c) fact sheets and brochures prepared and distributed;
d) contacts to attract both individual and institutional investors;
e) distribution of the CLIENT'S annual, quarterly and other reports;
f) such other activities and promotions as shall be agreed upon in
order to maintain an active interest and market in the CLIENT'S stock.
PRW'S services will be performed at its facilities and at such other
place as are appropriate and necessary for PRW to perform its duties hereunder.
2. TERM OF AGREEMENT: PRW'S services shall be available to CLIENT for a
Five (5) year period commencing on the effective date of this agreement.
3. COMPENSATION: For work to be performed by PRW under this Agreement,
CLIENT will pay PRW a fee as follows:
PRW agrees to receive payment via the CLIENTS free trading shares or
cash, at CLIENTS option. In addition, PRW will accept payment via free trading
shares for expenses as stated in paragraph 4 and specifically for the
preparation and printing of a corporate presentation kit and the inclusion of
CLIENT on the PRW Corporate News Network and Cooperative advertising program. In
addition, if CLIENT so desires, PRW will perform additional advertising, design,
printing and other services for additional shares.
4. EXPENSES: PRW will be solely responsible for all costs, expenses and
out-of-pocket disbursements incurred on behalf of the CLIENT, which include, but
are not limited to, travel and hotel costs, copywriting, layout, art and
Photographic services, mechanical, printing, duplication and reproduction costs,
advertising costs, messenger and delivery services, telephone toll charges, fax,
postage, newswire, on-line computer news services and any other necessary and
incidental expenses. All non-project single item expenses over $200.00 will be
submitted to CLIENT in advance for approval. All project expenses will be
presented to CLIENT for approval in advance of beginning such projects. All such
project expenses are payable by 50% upon CLIENTS approval of such project and
50% upon material completion.
5. PAYMENT: CLIENT agrees to issue 66,000 Preferred Shares and if
necessary, CLIENT agrees to immediately file an S-8 with the Securities and
Exchange Commission to register the shares. CLIENT agrees to pay all fees and
costs within ten (10) days from receipt of all billings by PRW. Any payment due
hereunder that is not paid as provided for herein shall incur a one and one half
(1 1/2%) percent per month late fee.
REPRESENTATIONS AND WARRANTIES OF CLIENT
6. REQUIRED REPORTING: The CLIENT will prepare and file all required
reports with the Securities and Exchange Commission (the "SEC") and such other
necessary and appropriate agencies, and are in conformity with the requirements
of the Securities Act of 1933, as amended (the "ACT") and the rules and
regulations ("Rules and Regulations") promulgated thereunder, and CLIENT shall
deliver to PRW and such documents and additional amendments thereto that it
shall file, including, but not limited to all amendments, 10K's, 10Q's, 8K's and
all other material reports and letters filed with the SEC and the NASD.
7. ACCURACY OF REPORTS. The SEC has not issued any order preventing or
suspending the sale of the CLIENT'S Common Stock. CLIENT represents that each
filing/report has conformed in all materiel respects with the requirements of
the Act and the applicable rules and regulations promulgated thereunder and to
the best of the CLIENT'S knowledge has not and will not include any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein not misleading.
8. NO DEFAULTS: The CLIENT is not in any default which has not been
waived in the performance of any obligation, agreement or condition contained in
any security, note or the consummation of the transactions herein contemplated,
and compliance with the terms of this Agreement will not conflict with or result
in a breach of any of the terms, conditions or provisions of, or constitute a
default under, the Articles of Incorporation, as amended, or By-Laws of the
CLIENT, any note, indenture, mortgage, deed of trust, or other agreement or
instrument to which the CLIENT is a party or by which it or any of its property
is bound, or any existing law, order, rule, regulation, writ, injunction, or
decree of any government, governmental instrumentality, agency or body,
arbitration tribunal or court, domestic or foreign, having jurisdiction over the
CLIENT or its property. The consent, approval, authorization, or order of any
court or governmental instrumentality, agency or body is not required for the
consummation of the transactions herein contemplated.
9. INCORPORATION AND STANDING: The CLIENT is duly incorporated, validly
existing and in good standing under the laws of the state or country of its
incorporation with authorized and outstanding capital stock as set forth in its
SEC filings, and with full power and authority (corporate and other) to own its
property and conduct its business, present and proposed, as described in its SEC
filings; the CLIENT has full power and authority to enter into this Agreement;
and the CLIENT is duly qualified and in good standing as a foreign corporation
in each jurisdiction in which it owns or leases real property or transacts
business requiring such qualifications, if any.
10. LEGALITY OF COMMON STOCK: The outstanding Common Stock of the
CLIENT has been duly and validly authorized and issued and is fully paid and non
assessable and will conform to all statements with regard thereto contained in
its SEC filings. No sales of securities have been made by the CLIENT in
violation of the registration provisions of the Securities Act of 1933, as
amended. Any Common Stock Purchase Warrants have been duty and validly
authorized and, when sold and delivered, will constitute valid and binding
obligations of the CLIENT enforceable in accordance with the terms thereof and
will conform to all statements with regard thereto contained in any of its SEC
filings.
11. LITIGATION: Except as set forth in CLIENT'S SEC filings, there is
and shall be no actions, suit or proceeding before any court or governmental
agency, authority or body pending or to the knowledge of the CLIENT threatened
which might result in judgments against the CLIENT not adequately covered by
insurance or which collectively might result in judgments against the CLIENT not
adequately covered by insurance or which collectively might result in any
material adverse change in the condition (financial or otherwise) of the
business or the prospect of the CLIENT, or would materially affect the
properties or assets of the CLIENT.
12. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE CORRUPT PRACTICES:
CLIENT represents and warrants that all payments and authorizations under this
Agreement constitute compensation for services performed or to be performed and
do not constitute an offer, payment, promise or authorization for payment of any
money or gift to any official or other person to influence any act or decision
of an official or person to induce such official or person to affect or
influence any act or decision in favor of the CLIENT.
COVENANTS OF THE CLIENT
13. FINANCIAL STATEMENTS: The CLIENT, at its own expense will prepare,
file and update such financial statements and other information as may be
required by the SEC or states in which the sale of the CLIENT'S Common Stock may
be qualified. During the five (5) year retention period of PRW, or any extension
thereof, the CLIENT will deliver to PRW copies of each annual, quarterly and
other reports and documents which the CLIENT shall timely present to its
security holders an/or file the SEC and other state governmental authority,
within thirty (30) days of the preparation and submission of such documents and
reports.
14. COMPLIANCE WITH APPLICABLE LAWS: The CLIENT has complied and will
continue to comply with all applicable laws, statutes, rules, regulations and
orders relating to the operation of its business and the issuance, sale and
market of its securities, which the failure to comply with would result in a
material adverse effect on CLIENT'S business or financial condition.
15. APPLICATION TO MOODY'S, STANDARD & POORS, NASD, NASDAQ: The CLIENT
shall maintain all its current listings on the NASD Bulletin Board or NASDAQ
automated quotation system. The CLIENT also agrees to be listed with Moody's and
Standard & Poors. As such listings are applicable to CLIENTS ability to trade
its stock and comply with blue sky state requirements.
16. OPINION OF COUNSEL: At PRW'S option, PRW may request a comfort
letter from CLIENT'S counsel during the term of this Agreement.
17. ACCOUNTANT'S LETTER: The CLIENT shall furnish to PRW a copy of the
opinion and audited financial statements rendered to the CLIENT and submitted to
the SEC by its retained independent public accountant concerning the examination
of the CLIENT'S financial statements and opinion as to their compliance with
applicable accounting requirements of the Act and the Rules and Regulations
promulgated thereunder and with generally accepted accounting principles, and
that such financial statement present fairly the financial position of the
CLIENT. At
PRW'S option, PRW may request a comfort letter from CLIENT'S accountant
during the term of this Agreement.
18. INDEMNIFICATION: The CLIENT, for good and valuable consideration
the receipt of which is hereby acknowledged, undertakes and agrees to indemnify
and hold PRW harmless from and against and in respect of any liability, damage,
loss or expense to PRW resulting from (a) the inaccuracy or omission of any
information, representation or warranty made to PRW and/or contained in any
materials distributed and/or advertised to the public and/or filed with any
governmental or regulatory authority or agency; (b) any inaccuracy or omission
in the financial statements, documents or materials of the CLIENT required to be
filed with any governmental or regulatory authority or agency and/or distributed
to the public and of shareholder interest; (c) any failure of the CLIENT to
discharge any duty or perform any obligation required of It under (I) any rules,
statutes and regulations enacted and/or enforced by any governmental or
regulatory authority or agency, (ii) any representation, undertaking or warranty
set forth in any document or materials distributed to the public and/or filed
with any governmental or regulatory authority or agency, (iii) any contract
incident to the CLIENT conducting its current or proposed business activity; or
(d) any violation by the CLIENT of any federal, state or local law, ordinance,
regulation or order. PRW, for good and valuable consideration hereby agrees to
indemnify CLIENT from and against and in respect of any misrepresentations made
by PRW in representing CLIENT, unauthorized or unlawful use of confidential
CLIENT information obtained during the course of this Agreement, or any willful
misconduct or gross negligence of PRW in the performance of its duties under
this Agreement.
TERMINATION
19. TERMINATION BECAUSE OF NON-COMPLIANCE: This Agreement may be
terminated by PRW by notice to the CLIENT in the event that the CLIENT shall
have failed or been unable to comply with any of the terms, conditions or
provisions of this Agreement on the part of the CLIENT to be performed,
completed with or fulfilled within the respective times herein provided for,
unless compliance therewith or performance or satisfaction thereof shall have
been expressly waived by PRW in writing.
20. TERMINATION OF AGREEMENT: In the event that PRW should withdraw
from retention by the CLIENT, any sums that have become due in accordance with
this Agreement but have not been paid at the time of withdrawal will be deemed
to be for services already rendered and shall be paid immediately by the CLIENT,
any sums that have been paid to PRW will be deemed earned and for services
already performed. The CLIENT shall pay immediately for all unreimbursed
changes, costs and expenses paid or incurred by PRW prior to the time of
withdrawal. If such termination is for non-payment, CLIENT agrees to pay all
legal and other collection fees with appropriate interest.
MISCELLANEOUS
21. NON-AFFILIATION: Nothing herein shall be construed as creating a
relationship of employer-employee, partners, joint ventures or other such or
similar relationship between the parties hereto. The parties intend that PRW
will be an independent contractor and not an employee of CLIENT. Therefore, none
of the benefits that may be provided by CLIENT to its employees, including but
not limited to workers' compensation insurance, unemployment insurance or fringe
benefits, shall be available from CLIENT to PRW. Further, PRW and CLIENT each
understand that it shall be PRW'S responsibility to provide for all unemployment
and other taxes, including withholding and social security, and all estimated
taxes, business licenses and insurance (including buy not limited to workers'
compensation insurance and public liability insurance) arising out of or
relating to this Agreement. PRW hereby assumes all risks, burdens and
liabilities associated with his status as an Independent contractor, including
and not limited to liability to their parties for the acts of his employees and
agents which buy for this status might otherwise be attributable to CLIENT
and/or covered by CLIENT'S insurance carriers. In furtherance of the foregoing,
PRW agrees that he will not assets or claim that he is not an independent
contractor, and will in good faith defend his status as such.
22. CONFIDENTIALITY: In the course of the performance of PRW'S duties,
it is expected that PRW will receive information which may be considered
material inside information. PRW will not disclose that information to others
except as authorized by CLIENT and necessary in order for PRW to perform its
duties and comply with such federal, state and municipal laws, rules and
regulations or other regulatory body. PRW agrees to the following definitions:
a) PRW shall only distribute materials that have been approved by
CLIENT prior to distribution.
b) PRW may employ sub-contractors to assist in his duties, however, PRW
will be held responsible for all materials distributed.
c) PRW hereby agrees that he or his sub-contractors will not distribute
misleading information, make false statements or in any way deviate from
standard practices as it relates to information distributed under the laws and
regulations of the United States or State securities laws. PRW hereby represents
that he is familiar with the laws, rules and regulations and will conduct his
efforts within the guidelines of those rules and laws.
d) PRW understands and agrees that any deviation from the accepted
practices as it relates to promotion for a public company, and misrepresentation
or mailing of false or misleading information regarding CLIENT will be grounds
for immediate termination of this Agreement.
23. COOPERATION, DILIGENCE. DISCLOSURE AND DISCLAIMER OR WARRANTY: The
CLIENT acknowledges and agrees that a great deal of time, cooperation, diligence
and disclosure is necessary in order for PRW to perform its duties as
contemplated herein. The CLIENT acknowledges and agrees that no representation
or warranty concerning the successful outcome of any proposal or recommendation
is or can be made. CLIENT acknowledges and understands that this is expressly
true when approval of a governmental or regulatory authority or agency is needed
in order for CLIENT to effect a proposed course of business which includes the
possible intervention and institution by any governmental or regulatory
authority or agency of any proceedings into the activities of the CLIENT or its
principals. All statements of PRW concerning any and all matters contemplated
herein are statements of opinion only.
24. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE ACTS OF A FINDER,
UNDERWRITER, BROKER, DEALER OR PROMOTER: The CLIENT acknowledges and agrees that
no representations or warranty has been made by PRW, associates, affiliates or
any other person as to the successful outcome of any media, financial plan,
private or public financing or other business plans put forth by PRW, its
affiliates or associates. The CLIENT further acknowledges and agrees that PRW,
its affiliates and/or associates have not, and will not act or be considered to
act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S
securities, either in private or public transactions. CLIENT represents and
warrants that all payments and authorizations under this Agreement constitute
compensation for services performed or to be performed and do not constitute an
offer, payment, promise or authorization for payment to PRW, or its affiliates
and/or associates to act as a finder, underwriter, broker, dealer or promoter of
any of the CLIENT'S securities.
25. RIGHTS AND REMEDIES UPON DEFAULT: Upon the occurrence of any event
of default, and any time thereafter, PRW shall have all the rights and remedies
provided in this Agreement, and any other writing executed by the parties, and
as may be provided and allowed in law. PRW shall not be deemed to have waived
any of its rights and remedies unless such waiver is in writing and signed by
the parties hereto. A waiver of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach. No delay
or omission on PRW s part in exercising any rights shall operate as a waiver of
that right or any other right.
26. ENTIRE UNDERSTANDING: This Agreement contains the entire
understanding between the parties and may not be modified except in writing and
signed by the parties hereto. See addendum #1 (attached).
27. NOTICES: All notices required under this Agreement shall be sent by
registered or certified mail, return receipt requested, addressed as set forth
herein or to such other address as the parties may have notice.
28. GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey and to which jurisdiction
the parties hereto consent for the adjudication of all disputes.
29. SEVERABILITY: If any provision of this Agreement is held to be
invalid, illegal, or unenforceable, then only that portion is void and shall not
affect or impair, in any way, the validity, legality, or enforceability of the
remainder of this Agreement.
30. COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which together
will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate to be effective as of the date first above written.
/s/
P. R. WILLIAMS & ASSOCIATES, INC.
By its ___________________________
/s/
NORTH AMERICAN RESORTS, INC.
By its ___________________________
June 27, 1996
North American Resorts, Inc.
315 East Robinson Street
Orlando, Florida 32801
Gentlemen:
I have acted as counsel for the company in connection with the
preparation of the Registration Statement, and based on this, I am of the
opinion that:
1. The company is a corporation, duly organized, validly existing, and
in good standing under the laws of the State of Colorado, with corporate
authority to conduct the business in which it is now engaged, and as described
in the Registration Statement.
2. There is not pending, or to the knowledge of counsel, threatened,
any action, suit, or proceeding before or by any court or governmental agency or
body to which the company is a party, or to which any property of the company is
subject, and which, in the opinion of counsel, could result in a material
adverse change in the business, business prospects, financial position or
results or operations, present or prospective, of the company or of its
properties or assets.
3. There is no liquidation preference for any shareholder, common or
preferred, all have the same standing in regard to liquidation.
Cordially,
/S/ Charles Clayton
Charles Clayton
