As filed with the Securities and Page 1 of __ pages
Exchange Commission on April __, 1997 Reg. No. 0-26760
- --------------------------------------------------------------------------------
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.)
301 East Hillcrest, Orlando, Florida 32801
(Address of principal offices, including zip code)
Tom Arrigoni Consulting Agreement
Patrick Tierney Consulting Agreement
H. C. Stone & Associates
(Full Title of the Plan)
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 338-3738
(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 6,600,000 $.02 $132,000 $47.14
Total $100.00
===============================================================================================================
(1) Estimated solely for purposes of calculating registration fee pursuant to Rule 457 based upon the most
recent bid price on OTC.
</TABLE>
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
April 2, 1997, November 1, 1996 and December 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
September 30, 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 Orlando, State of Florida
on April 8, 1996.
_____/s/_______________________________
Max P. Cawal, Chief Executive Officer & Director
_____/s/_______________________________
Anthony Arrigoni, 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: April 8, 1997
_____/s/____________________________
Max P. Cawal, Director
_____/s/____________________________
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 Patrick Tierney
4.2 Consulting Agreement Tom Arrigoni (previously filed)
4.3 Consulting Agreement with H. C. Stone & Associates
5.1 Opinion Letter
PROSPECTUS
NORTH AMERICAN RESORTS, INC.
6,600,000 Shares of Common 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 6,600,000 shares (the Shares) of common
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 Shareholder 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 April 9, 1997
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
September 30, 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.
North American Resorts, Inc. ran short of cash in the summer of 1996
and ceased sales. There was an Agreement and Plan of Reorganization entered into
with American Clinical Labs, Inc. on September 3, 1996 in an attempt to cure the
shortage of cash to operate. This did not work and the parties entered into a
Recision and Release on December 1, 1996, the result of which is that the
Company returned the assets to American Clinical Labs, Inc. and American
Clinical Labs, Inc. returned its shares to the Company with the exception of
12,500,000 shares of restricted common stock of the Company in exchanged for
funds advanced by American Clinical Labs.
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
- ---- --- --------
Max P. Cawal 40 Chief Executive Officer/Director
Anthony Arrigoni 32 Chief Financial Officer/Director
Max P. Cawal, 40 years of age, the Chief Executive Officer and a
Director. Mr. Cawal was President of Peak Development Company and Executive Vice
President of Peak Resorts International from 1990 to 1995. He has been a
financial consultant and a director of EVRO Corporation a publicly held company
since 1996.
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 becoming a shareholder of the
Company, and he is now a Director of the Company. 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 October 31, 1996, 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
- ---- ------------ ------------ --------
Tom Arrigoni 2,400,000 shares 4.0% 3.6%
Patrick Tierney 2,400,000 shares 4.0% 3.6%
H. C. Stone & Associates 1,800,000 shares 3.0 2.7%
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.
CONSULTING AGREEMENT
BETWEEN
PATRICK K. TIERNEY
AND
NORTH AMERICAN RESORTS, INC.
This Agreement entered into on this 1st day of November, 1996 by and between
North American Resorts, Inc,
a Colorado Corporation [hereinafter referred to as "NARI"]
and
Patrick K. Tierney [hereinafter referred to as the "CONSULTANT"]
NARI and CONSULTANT collectively hereinafter referred to as the PARTIES.
WITNESSETH
WHEREAS, NARI is a corporation engaged in business and is in need of consulting
in the form of Public Relations, and other transactions;
WHEREAS, the CONSULTANT is engaged in consulting of this nature, consultant is
interested in providing NARI with consulting services; and
WHEREAS, NARI wishes to engage CONSULTANT to provide services
NOW THEREFORE, in consideration of the mutual promises, covenants and
undertakings herein contained, the PARTIES agree as follows;
1. NARI, agrees to retain CONSULTANT as an independent contractor, and
not as an employee of NARI, to provide consulting for a maximum period of one
[1] year commencing with the effective date of this Consulting Agreement and
terminating on November 1, 1997; unless terminated earlier in accordance with
the terms of this Agreement. This Consulting Agreement will continue on a month
to month basis unless terminated in writing.
2. It is understood and agreed that the CONSULTANT shall render such
consulting services as requested by NARI without limitation, originating support
among the brokerage community, preparing press releases and taking calls from
shareholders and prospective investors, the preparation of a due diligence
package to be mailed to all interested parties, and other services as may be
requested by NARI from time to time.
3. NARI shall upon signing this Consulting Agreement, issue 2,400,000
shares of common stock to the CONSULTANT. NARI shall agree to immediately file a
S-8 with the Securities and Exchange Commission to register the said shares.
4. In the vent any one or more of the provisions contained in this
Consulting Agreement shall, for any reason, be expressly held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not effect any other provisions of this Consulting
Agreement, and this Consulting Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
5. This Consulting Agreement shall be binding on CONSULTANT's heirs,
legal representatives and assigns, and shall inure to the benefit of any
successors and assigns of NARI.
6. Any waiver of right under or breach of a provision of this
Consulting Agreement shall not be a waiver of any other rights or subsequent
breach of the same or other provisions of this Consulting Agreement.
7. This Consulting Agreement shall be controlled, construed and
enforced in accordance with the laws of the State of Florida.
8. This Consulting Agreement supersedes all previous agreements between
the PARTIES with respect to the matter hereof. This Consulting Agreement
constitutes the entire Agreement between the PARTIES hereto and there are no
understandings, representations or warranties of any kind whatsoever except as
herein set forth.
IN WITNESS WHEREOF, the PARTIES hereto have executed this Consulting Agreement
to be effective as of the date written above.
CONSULTANT NORTH AMERICAN RESORTS, INC
__________________________________ ___________________________________
Patrick K. Tierney By
___________________________________
Title
H. C. STONE & ASSOCIATES
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made this 1st day of December, 1996; by and between:
H.C. STONE & ASSOCIATES
405 Douglas Avenue, Suite #2305
Altamonte Springs, Florida 32714
Telephone : [407] 869-8447
a Florida Corporation [hereinafter referred to as "HCS"], and :
NORTH AMERICAN RESORTS, INC
301 East Hillcrest Street
Orlando, Florida 32801
Telephone : [407] 841-1917
a Colorado Corporation [hereinafter referred to as the "COMPANY"],
collectively HCS and the COMPANY hereinafter referred to as "the parties".
WITNESSETH
WHEREAS, HCS is an investor relations, direct marketing, publishing, public
relations, and advertising firm with expertise in the dissemination of
information about private and publicly traded companies; and is in the business
of providing investor relations services, public relations services, publishing,
advertising services, fulfillment services, marketing of business formats and
opportunities, financing arrangements, private placements and other related
programs, services and products; and
WHEREAS, the COMPANY is publicly held with its common stock trading on one or
more stock exchanges and/or over-the-counter; or the COMPANY desires to become a
publicly held company with its common stock trading on one or more stock
exchanges and/or over-the-counter; and
WHEREAS, the COMPANY desires to publicize itself with the intention of making
its business better known to its shareholders, investors, brokerage houses,
potential investors, or shareholders and various media; and
WHEREAS, HCS is willing to accept the COMPANY as a client; and
WHEREAS, the COMPANY requires investor relations services and desires to employ
and/or retain HCS to provide such services as an independent contractor, and HCS
is agreeable to such a relationship and/or arrangement, and the parties desire a
written document to formalizing and defining their relationship and evidencing
the terms of their Agreement;
THEREFORE, in consideration of the mutual covenants herein and other good and
valuable consideration, it is agreed as follows;
DEFINITIONS AND INTERPRETATIONS
1. CAPTIONS AND SECTION NUMBERS
The headings and section references to this Consulting Agreement are for
convenience of reference only and do not form a part of this Consulting
Agreement and are not intended to interpret, define or limit the scope, extent
or intent of this Consulting Agreement or any provision thereof.
2. EXTENDED MEANINGS
The words "hereof", "herein", "hereunder", "hereto" and similar expressions used
in any clause, paragraph or section of this Consulting Agreement and any
Addendum's and/or Exhibits attached to this Consulting Agreement will relate to
the whole of this Consulting Agreement including any attached Addendums and/or
Exhibits and not to that clause, paragraph or section only, unless otherwise
expressly provided.
3. NUMBER AND GENDER
In this Consulting Agreement words importing the masculine gender include the
feminine or neuter gender and words in the singular include plural, and vice
versa.
4. SECTION REFERENCES AND SCHEDULES
Any reference to a particular "article", "section", "paragraph" or other
subdivision of this Consulting Agreement and any reference to a schedule,
exhibit or addendum by name, number, and/or letter will mean the appropriate
schedule, exhibit or addendum attached to this Consulting Agreement and by such
reference is incorporated into and made part of this Consulting Agreement.
AGREEMENT
5. APPOINTMENT
The COMPANY hereby appoints and engages HCS as its investor relations counsel
and hereby retains and employs HCS upon the terms and conditions of this
Consulting Agreement. HCS accepts such appointment and agrees to perform the
services upon the terms and conditions of said Consulting Agreement.
6. ENGAGEMENT
The COMPANY engages HCS to publicize the COMPANY to brokers, prospective
investors and shareholders and as further described below and subject to further
provisions of this Consulting Agreement. HCS hereby accepts said engagement and
the COMPANY as a client, and agrees to publicize the COMPANY as further
described below and subject to the further provisions of this Consulting
Agreement.
7. AUTHORITY AND DESCRIPTION OF SERVICES
During the term of this Consulting Agreement HCS shall furnish various
professional services and advice as specifically requested by T. ARRIGONI, who
is an authorized representative of the COMPANY, and holds the position of SENIOR
CONSULTANT, with the COMPANY. Said professional services and advice shall relate
to those services and advice shall relate to those services, items and/or
subjects described in Addendum "A", which is attached hereto and made apart
hereof by this reference, and/or as follows;
a. HCS shall act, generally, as corporate investor relations counsel,
essentially acting [1] as liaison between the COMPANY and its shareholders; [2]
as advisor to the COMPANY with respect to existing and potential market makers,
broker-dealers, underwriters, and investors as well as being the liaison between
the COMPANY and such persons; and [3] as advisor to the COMPANY with respect to
communications and information, which may include, but is not necessarily
limited to, preparation of one page magazine advertorial, writing a corporate
profile, preparation of a research report, planning, developing, designing,
organizing, writing and distributing such communications and information.
b. HCS shall assist in establishing, and advise the COMPANY with
respect to interviews of the COMPANY Officers by the financial media, interviews
of the COMPANY Officers by analysts, market makers, broker-dealers, and other
members of the financial community.
c. HCS shall seek to make the COMPANY, its management, its products,
and its financial situation and prospects, known to the financial media,
financial publications, broker-dealers, mutual funds, institutional investors,
market makers, analysts, investment advisors, and other members of the financial
community as well as the public generally.
d. HCS in providing the foregoing services, shall be responsible for
all costs of providing the services, including, but not limited to, out of
pocket expenses for postage, delivery service [e. g. Federal Express], telephone
charges, compensation to third party vendors, copywriters, staff writers, art
and graphic personnel, subcontractors, printing, etc.
e. HCS'S compensation under this Consulting Agreement shall be deemed
to include the above mentioned costs and expenses, unless otherwise expressly
provided herein.
f. Marketing Program: Including but not necessarily limited to, the
following components; i] HCS reviews and analyzes all aspects of the COMPANY'S
goals and makes recommendations on feasibility and achievement of desired goals.
ii] HCS provides through their network, firms and brokers interested in
participating and schedules and conducts the necessary due diligence and obtains
the required approvals necessary for those firms to participate. HCS interviews
and makes determinations on any firms or brokers referred by the COMPANY with
regard to their participation. iii] HCS shall be available to the COMPANY to
field calls from the firms and brokers inquiring about the COMPANY.
8. TERM OF AGREEMENT
This Agreement shall become effective upon full execution hereof and shall
continue thereafter and remain in effect for a period of one [1] year and/or in
the case of specific services as described in Addendum "A" attached hereto,
until such time as such matters are finalized to the satisfaction of both the
COMPANY and HCS. It is expressly acknowledged and agreed by and between the
parities hereto that HCS shall not be obligated to provide any services and/or
perform any work related to this Consulting Agreement until such time any agrees
and/or specific retainer [deposit, initial fee, down-payment] in U. S. funds,
and/or other specified and/or agreed valuable consideration, has been received
by HCS.
9. WHERE SERVICES SHALL BE PERFORMED
HCS services shall be performed at the main location of HCS, or other such
designated location[s] as HCS and the COMPANY agree are the most advantageous
for the work to be performed.
10. LIMITATIONS ON SERVICES.
The parties hereto recognize that certain responsibilities and obligations are
imposed by Federal and State Securities laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities Dealers,
in-house "due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, HCS agrees as follows:
a. HCS shall NOT release any financial or other information or data
about the COMPANY without the consent or approval of the COMPANY.
b. HCS shall NOT conduct any meetings with financial analysts without
informing the COMPANY in advance of any proposed meeting, the format or agenda
of such meeting and the COMPANY may elect to have a representative of the
COMPANY attend such a meeting.
c. HCS shall NOT release any information or data about the COMPANY to
any selected or limited person[s], entity, or group if HCS is aware that such
information or data has not been generally released or promulgated and the
COMPANY requests in writing that said information or data is not to be so
released or promulgated.
d. After notice by the COMPANY of filing for a proposed public offering
of securities of the COMPANY, and during any period of restriction on publicity.
HCS shall not engage in any public relations efforts not in the normal course
without approval of the COMPANY and of counsel for the underwriter[s], if any.
11. DUTIES OF THE COMPANY
a. The COMPANY shall supply HCS, on a regular and timely basis with all
approved data and information about the COMPANY, its management, its products,
and its operations and the COMPANY shall be responsible for advising HCS of any
facts which would affect the accuracy of any prior data and information
previously supplied to HCS so that HCS may take corrective action.
b. The COMPANY shall promptly supply HCS, with full and complete copies
of all filings with all Federal and State Security agencies; with full and
complete copies of all shareholder reports and communications whether or not
prepared with the assistance of HCS; with all data and information supplied to
any analyst, broker-dealer, market maker, or other member of the financial
community; and with all product/services brochures, sales materials, etc. The
COMPANY shall supply to HCS, within fifteen [15] days of executing, this
Consulting Agreement, with a list of all stockbrokers and market makers active
in the stock of the COMPANY , and a complete list of all its shareholders on
3-1/2 inch computer disk in ASCH delimited format.
c. HCS reports are not intended to be used in the offering of
Securities. Accordingly, clients must agree to each of the points listed below
and to indemnify HCS for any breach of the representations and covenants:
i. The COMPANY is not presently in a private public offering
of Securities, including S-8 or Regulation S, or including any continuing
distribution, whether or not exempt, that will not be included prior to the
issuance of a HCS research report on the COMPANY, and the COMPANY has no
intention of making such an offering during the initial term of this Consulting
Agreement. An "evergreen" prospectus for employee stock option and other plans
will not preclude issuance of HCS research reports.
ii. The COMPANY will notify HCS in writing a minimum of thirty
[30] days prior to making any private offering of Securities, including but not
limited to S-8 filing or Regulation S.
iii. The COMPANY will notify HCS at least thirty [30] days
prior to any insider selling of clients stock.
iiii. The COMPANY will not use HCS reports in connection with
any offering of Securities without the prior written consent of HCS.
d. In that HCS relies on information provided by the COMPANY for a
substantial part of its preparations and reports, the COMPANY must represent
that said information is neither false nor misleading, and agrees to hold
harmless and indemnify HCS for any breach of these representations and
covenants; and the COMPANY agrees to hold harmless and imdenify HCS for any
claims relating to the purchase and/or sale of the COMPANY securities occurring
out of, or in connection with HCS'S relationship with the COMPANY, including,
without limitation, reasonable attorney's fees and other costs arising out of
any such claims.
e. In that HCS shareholders, officers, employees, and/or members of
their families may hold a position in and engage in transactions with respect to
the COMPANY Securities, and in light of the fact that HCS imposes restrictions
on such transactions to guard against trading on the basis of material
non-public information the COMPANY shall contemporaneously notify HCS if any
information or data being supplied to HCS has not been generally released or
promulgated.
12. REPRESENTATION AND INDEMNIFICATION
a. The Company shall be deemed to make a continuing representation of
the accuracy of any and all material facts, materials, information, and data
which it supplies to HCS and the COMPANY acknowledges its awareness that HCS
will rely on such continuing representation in disseminating such information
and otherwise performing its investor relations functions.
b. HCS, in the absence of notice in writing from the COMPANY, will rely
on the continuing accuracy of materials, information, and data supplied by the
COMPANY.
c. The COMPANY hereby agrees to hold harmless and indemnify HCS
against any claims, demands, suits, loss, damages, etc., arising out of HCS's
reliance upon the accuracy and continuing accuracy of such facts, materials,
information, and data, unless HCS has been negligent in performing its duties
and obligations hereunder.
d. The COMPANY hereby authorizes HCS to issue, in HCS'S sole
discretion, corrective, amendatory, supplemental, or explanatory press releases,
shareholder communications and reports, or data supplied to analyst,
broker-dealers, market-makers, or any other members of the financial community.
e. The COMPANY shall cooperate fully and timely with HCS to enable HCS
to perform its duties and obligations under this Consulting Agreement.
f. The execution and performance of this Consulting Agreement by the
COMPANY has been duly authorized by the Board of Directors of the COMPANY in
accordance with applicable law, and, to the extent required, by the requisite
number of shareholders of the COMPANY.
g. The performance by the COMPANY of this consulting Agreement will not
violate any applicable court decree or order, law or regulation, nor will it
violate any provision of the organizational documents and/or by-laws of the
COMPANY or any contractual obligation by which the COMPANY may be bound.
h. The COMPANY activities pursuant to this Consulting Agreement or as
contemplated by this Consulting Agreement do not constitute and shall not
constitute acting as a Securities broker or dealer under Federal or State
Securities laws; any contact between the COMPANY and a potential investor in the
COMPANY shall be such that the COMPANY would be acting merely as a finder or as
a consultant with respect to such prospective investor obligations under this
Agreement.
i. The execution and performance of this Consulting Agreement by the
COMPANY has been duly authorized by the Board of Directors of the COMPANY in
accordance with applicable law, and, to the extent required, by the requisite
number of shareholders of the COMPANY.
j. The performance by the COMPANY of this Agreement will not violate
any applicable court decree or order, law or regulation, nor will it violate any
provision of the organizational documents and/or by-laws of THE COMPANY or any
contractual obligation by which the COMPANY may be bound.
k. The COMPANY shall promptly deliver to HCS'S a complete due diligence
package to include the latest 10-Q , last six [6] months of press releases and
all other relevant materials, including, but not limited to corporate reports,
brochures, etc.
l. The COMPANY shall promptly deliver to HCS a list of names and
addresses of all shareholders of the COMPANY which it is aware. This shareholder
list shall be upgraded at HCS'S request. The COMPANY agrees to furnish to HCS a
copy of all DTC sheets on a weekly basis.
m. The COMPANY shall promptly deliver to HCS a list of all brokers and
market makers of the COMPANY'S Securities, known to the COMPANY, which have been
following the COMPANY.
n. Because HCS will rely on such information to be supplied by the
COMPANY, all such information shall be true, accurate, complete and not
misleading, in all respects.
o. The COMPANY shall act diligently and promptly in reviewing materials
submitted to it by HCS to enhance timely distribution of the materials and shall
inform HCS of any inaccuracies contained therein within a reasonable time prior
to the projected or known publication date.
p. The execution and performance of this Consulting Agreement by HCS
has been duly authorized by the Board of Directors of HCS in accordance with
applicable law, and, to the extent required, by the requisite number of
shareholders of HCS.
q. The performance by HCS of this Consulting Agreement will not violate
any applicable court decree or order, law or regulation, nor will it violate any
provision of the organizational documents and/or by-laws of HCS or any
contractual obligation by which HCS may be bound.
r. HCS'S activities pursuant to this Consulting Agreement or as
contemplated by this Consulting Agreement do not constitute and shall not
constitute acting as a Securities broker or dealer under Federal or State
Securities laws; any contact between HCS and a potential investor in the COMPANY
shall be such as that HCS would be acting merely as a finder or consultant with
respect to such prospective investor.
13. COMPENSATION
a. Compensation payable to HCS for all general investor relations
services and other services hereunder, including but not limited to acquisition
and merger services, shall be paid by the COMPANY to HCS by the means and in the
manners as described in "Addendum A", a copy of which is attached hereto and
incorporated herein by this reference.
b. All monies payable hereunder shall be in U. S. funds and drawn on U.
S. banks. The parties acknowledge that in negotiating this fee they recognized
that the services will probably not be performed in equal monthly segments, but
may be substantial during the earlier portion of the term and less thereafter as
relationships and communication lines are established. Thus, part of the
compensation for earlier services will be deferred and therefore any lessening
of services shall not constitute a breach or termination hereof and the level
fee shall continue.
c. For all special services, not within the scope of this Consulting
Agreement, the COMPANY shall pay to HCS such fee[s] as, when, the parties shall
determine in advance of performance of said special services, provided the
COMPANY has agreed to said special services.
14. BILLING AND PAYMENT
Monthly fees or payments shall be due and payable without billing. Billing and
payments for special services shall be as agreed on a case to case basis. The
COMPANY acknowledges and agrees that deposits, initial payments, down payments,
partial payments, payments for special services, monthly fees or monthly
payments shall be by wire to HCS'S bank account upon execution of any agreement
or agreements, or; upon payment due date in the case of monthly fees or monthly
payments, or; in the case of special services by the first day of the preceding
month that work is scheduled to be performed, unless expressly provided
otherwise in writing, and that if such funds are not received by HCS by said
date the COMPANY shall pay to HCS an additional operations charge equal to one
percent [1%] for each day said funds are not received.
15. HCS AS AN INDEPENDENT CONTRACTOR
HCS shall provide said services as an independent contractor, and not as an
employee of the COMPANY or of any company affiliated with the COMPANY. HCS has
no authority to bind the COMPANY or any affiliate of the COMPANY to any legal
action, contract, agreement, or purchase, and such action cannot be construed to
be made in good faith or with the acceptance of the COMPANY; thereby becoming
the sole responsibility of HCS. HCS is not entitled to any medical coverage,
life insurance, savings plans, health insurance, or any and all benefits
afforded the COMPANY employees. HCS shall be solely responsible for any Federal,
State, or Local taxes, and should the COMPANY for any reason be required to pay
taxes at a later date, HCS shall reassure such payment is made by HCS, and not
by the COMPANY. HCS shall be responsible for all workers compensation payments
and herein holds the COMPANY harmless for any and all such payments and
responsibilities related hereto.
16. HCS NOT TO ENGAGE IN CONFLICTING ACTIVITIES
During the term of this Consulting Agreement, HCS shall not engage in any
activities that directly conflicts with the interests of the COMPANY. The
COMPANY hereby acknowledges notification by HCS and understands that HCS does,
and shall, represent and service other and multiple clients in the same manner
as it does the COMPANY, and that the COMPANY is not an exclusive client of HCS.
17. TRADE SECRETS AND INVENTIONS
HCS shall treat as proprietary any and all information belonging to the COMPANY,
its affiliates, or any third parties, disclosed to HCS in the course of its
performance of HCS services. HCS assigns and agrees to assign the COMPANY or its
nominee all rights in invention and or other proprietary information conceived
by HCS during the term of this Consulting Agreement with respect to any and all
work performed under said Agreement.
18. INSIDE INFORMATION -- SECURITIES VIOLATIONS
In the course of the performance of this Consulting Agreement it is expected
that specific sensitive information concerning the operations of the COMPANY'S
business, and/or affiliate companies shall come to the attention and knowledge
of HCS. In such event HCS will not divulge, discuss, or otherwise reveal such
information to any third parities.
19. DISCLOSURE
HCS is required to disclose any outside activities or interests, including
ownership or participation in the development of prior inventions, that conflict
or may conflict with the best interests of the COMPANY. It is mutually
understood that prompt disclosure is required under this paragraph if the
activity or interest is related, directly or indirectly, to any activity HCS may
be involved with on behalf of the COMPANY.
20. WARRANTY AGAINST CONTEMPLATION OF AGREEMENT RELATED CORRUPT PRACTICES
HCS represents and warrants that all payments and other valuable considerations
paid or to be paid under this Consulting Agreement constitutes compensation for
services rendered; that this Consulting Agreement and all payments and other
valuable considerations and the use of those payments and other valuable
considerations are non-political in nature; and that said payments and other
valuable considerations do not influence, sway or bribe any government or
municipal party, either domestic or foreign, in any way.
21. AMENDMENTS
This Consulting Agreement may be modified or amended, provided such
modifications or amendments are mutually agreed upon by and between the parties
hereto and that said modifications and amendments are made in writing and signed
by both parties.
22. SEVERABILITY
If any provision of this Consulting Agreement shall be held to the contrary to
law, invalid or unenforceable, for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Consulting Agreement is contrary to law, invalid or unenforceable, and that
by limiting such provision, it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.
23. TERMINATION OF AGREEMENT
This Consulting Agreement may not be terminated by either party prior to the
expiration of the term provided in Paragraph eight [8] above, except as follows:
a. Upon the bankruptcy or liquidation of the other party; whether
voluntarily or involuntarily;
b. Upon the other party taking the benefit of any insolvency law;
and/or
c. Upon the other party having or applying for a receiver appointed for
either party;
d. As provided for in Paragraph twenty-eight [28] below.
24. ATTORNEY FEES
In the event either party is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to recover all
costs incurred as a result of such default, including all costs, reasonable
attorney fees, expenses and court costs through trial, appeal and to final
disposition.
25. RETURN OF RECORDS
Upon termination of this Consulting Agreement, HCS shall deliver any and all
records, notes, data, memorandum, models and equipment of any nature that are in
control of HCS that are the property of or relate to the business of the
COMPANY.
26. NON-WAIVER
The failure of either party, at any time, to require any such performance by any
other party shall not be construed as a waiver of such right to require such
performance, and shall in no way effect such party's right subsequently to
require full performance hereunder.
27. DISCLAIMER BY HCS
HCS shall be the preparer of certain promotional materials, and; HCS makes no
representation to the COMPANY or others that; [a] its efforts or services will
result in any enhancement to the COMPANY [b] the price of the COMPANY'S publicly
traded Securities will increase [c] any person will purchase the COMPANY'S
Securities, or [d] any investor will lend money to and/or invest in or with the
COMPANY.
28. EARLY TERMINATION
In the event the COMPANY fails or refuses to cooperate with HCS, or fails or
refuses to make timely payment of the compensation set forth above and/or in
"Addendum A" , HCS shall have the right to terminate any further performance
under this Consulting Agreement. In such event, and upon notification thereof,
all compensation shall become immediately due and payable and/or deliverable,
and HCS shall be entitled to receive and retain the same liquidated damages and
not as a penalty, in lieu of all other remedies the parties hereby acknowledge
and agree that it would be too difficult currently to determine the exact extent
of HCS'S damages, but that the receipt and retention of such compensation is a
reasonable present estimate of such damage.
29. LIMITATION OF HCS LIABILITY
In the event HCS fails to perform its work or services hereunder, its entire
liability to the COMPANY shall not exceed the lesser of; [a] the amount of cash
compensation HCS has received from the COMPANY under Paragraph thirteen [13]
above; [b] the amount of cash compensation HCS has received from the COMPANY
under "Addendum A"; or [c] the actual damage to the COMPANY as result of
non-performance. In no event shall HCS be liable to the COMPANY for any
indirect, special or consequential damages, nor for any claim against the
COMPANY by any person or entity arising from or in any way related to this
Consulting Agreement.
30. OWNERSHIP OF MATERIALS
All rights, title and interest in and to materials to be produced by HCS in
connection with this Consulting Agreement and other services to be rendered
under said Consulting Agreement shall be and remain the sole and exclusive
property of HCS, except in the event the COMPANY performs fully and timely its
obligations hereunder; the COMPANY shall be entitled to receive, upon written
request, one [1] copy of all such materials.
31. AGREEMENT NOT TO HIRE
The COMPANY understands and appreciates that HCS invested a tremendous amount of
time, energy and expertise in the training of its employees and education of its
sub contractors to be able to provide the very services the COMPANY desires. The
COMPANY further understands that in the event an employee or sub contractor of
HCS is enticed to leave, then HCS shall be damaged in an amount to the parties
are incapable of calculating at the present time. Therefore, the COMPANY agrees
not to offer employment or sub contractor status to any employee or sub
contractor of HCS, nor to allow any employee, officer, director, shareholder, or
consultant of the COMPANY to offer such employment or sub contractor status with
the COMPANY or any other company, concern, venture or entity with whom officers
directors, or consultants of the COMPANY are employed, associated or hold a
financial stake in for a period of three [3] years from the date of expiration
or termination hereof. Further, in the event an employee or sub contractor of
HCS leaves the employ of or dissolves or breaks association with HCS and
subsequently establishes employment or association of any kind with another
investor relations or other type of competing firm of HCS, the COMPANY agrees
not to do business with such other investor relations or competing firm for a
period of three [3] years from the date of expiration or termination hereof.
32. MISCELLANEOUS
a. Effective date of representations shall be no later than the date of
execution by the parties of this Consulting Agreement.
b. Currency; In all instances, references to dollars shall be deemed to
be United States Dollars.
c. Stock; In all instances, reference to stock shall be deemed to be
unrestricted and free trading.
33. NOTICES
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section may be given, and shall be given by either personal delivery, certified
mail, express mail, or other national overnight courier services. Notices shall
be deemed given upon the earlier of actual receipt or three [3] business days
after being mailed or delivered to such courier service. Any notices to be given
hereunder shall be effective if executed by and sent by the attorneys for the
parties giving such notice, and in connection therewith the parties and their
respective counsel agree that in giving such notice such counsel may communicate
directly in writing with such parties to the extent necessary to give such
notice. Any notice required or permitted by this Consulting Agreement to be
given shall be given to the respective parties at the address first written
above, on page one [1] of this Consulting Agreement.
34. FIRST RIGHT OF REFUSAL ON INVESTMENT BANKING SERVICES
The parties agree that during the term of this Consulting Agreement, HCS shall
have first right of refusal to provide the COMPANY with any fund raising and/or
investment banking services, provided that HCS has the ability to provide the
same or equivalent services needed or requested by the COMPANY, and at a
compensation to HCS equal to, or in a lesser amount, than which the COMPANY can
obtain said services from another alternative provider. HCS shall have five [5]
days upon written notice from the COMPANY in which to match or exceed such
requested services at a compensation rate equal to or less than offered by an
other alternative provider of said services.
35. PARENT AND SUBSIDIARY COMPANIES OR ENTITIES
This consulting Agreement applies to all parent or subsidiary companies or
entities of the COMPANY.
36. EXCLUSIVE WITH RESPECT TO PARTNERSHIP
The parties agree that, in no way, shall this Consulting Agreement be construed
as being an act of partnership between the parties hereto and that no party
hereto shall have, as a result of the executing of this Consulting Agreement,
any liability for the commitments of any other party of any type, kind or sort.
37. TRAVEL COMPENSATION AND REIMBURSEMENT
In the course of HCS providing services necessary hereunder, on behalf of or for
the COMPANY during the term of this Consulting Agreement, the COMPANY shall pay
to, or reimburse HCS for any travel expenses incurred by HCS that are not
specifically described elsewhere herein, provided that the COMPANY has been
notified in advance by HCS of the nature and the cost of any such required
travel and the amount of travel compensation and/or reimbursement related
thereto. Travel expenses shall be deemed to include, but not limited to,
transportation expenses hotel expenses, airline fares, taxi fares, toll road
fees, reasonable food expenses and reasonable gratuities related thereto. The
COMPANY shall have the right to book airline reservations, hotels, etc., itself
on behalf of HCS within five [5] days upon written notice for the requirement
thereof from HCS.
38. TIME IS OF THE ESSENCE
Time is hereby expressly made of the essence of this Consulting Agreement with
respect to the performance by the parties of their respective obligations
hereunder.
39. ENUREMENT
This Consulting Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors, assigns and any addendas attached hereto.
40. ENTIRE AGREEMENT
This Consulting Agreement contains the entire Agreement of the parties and may
be modified or amended only by agreement in writing, signed by the party against
whom enforcement of any waiver, change, amendment, modification, extension or
discharge is sought. It is declared by both parties that there are no oral or
other agreements or understandings between them affecting this Consulting
Agreement, or relating to the business of HCS. This Agreement supersedes all
previous agreements between HCS and the COMPANY.
41. APPLICABLE LAW
This Agreement is executed pursuant to and shall be interpreted and governed for
all purposes by the laws of the State of Florida for which the Courts in
Seminole County, Florida shall have jurisdiction. If any provision of this
Consulting Agreement is declared void, such provision shall be deemed severed
from this Consulting Agreement, which shall otherwise remain in full force and
effect.
42. ACCEPTANCE BY HCS
This Consulting Agreement is not valid or binding upon HCS unless and until
executed by its President or other duly authorized executive officer of HCS at
its home office in Altamonte Springs, Florida.
43. EXECUTION IN COUNTERPART; TELECOPY - FACSIMILE
This Consulting Agreement may be executed in counterparts, not withstanding the
date or dates upon which this Consulting Agreement is executed and delivered by
any of the parties, and shall be deemed to be an original and all of which will
constitute one and the same Agreement, effective as of the reference date first
written above. The fully executed telecopy [facsimile] version of this
Consulting Agreement shall be construed by all parties hereto as an original
version of said Consulting Agreement.
44. DISCLAIMER
HCS is in the business of investor/public relations and other related business,
as previously stated above, and in no way proclaims to be an investment advisor
and/or stock or Securities broker. HCS is not licensed as a stock or Securities
broker and is not in the business of selling such stocks or Securities or
advising as to the investment viability or worth of such stocks or Securities.
IN WITNESS WHEREOF, the parties hereto have set their hands in execution of this
Consulting Agreement
For and in behalf of: the COMPANY: For and in behalf of: HCS
By: _________________________________ By: _________________________________
Harry C. Stone / President
Title: ______________________________
Date __________________________ Date ____________________________
CONSULTING AGREEMENT
ADDENDUM "A"
[A.] The COMPANY acknowledges and agrees HCS shall not provide or continue to
provide services until all such fees are paid. The COMPANY acknowledges that it
has verified with its Corporate Council, Accountants, Corporate Officers, Board
of Directors, Executive decision makers, and appropriate stock exchanges that
said stock can, in fact, be timely delivered to HCS as agreed.
[B.] VALUABLE COMPENSATION DUE HCS - Total dollar value;
Sixty thousand dollars [$60,000.00]
SEE PAGE TWO OF ADDENDUM "A"
For and in behalf of: the COMPANY: For and in behalf of: HCS
By: _________________________________ By: _________________________________
Harry C. Stone / President
Title: ______________________________
Date __________________________ Date ____________________________
CONSULTING AGREEMENT
ADDENDUM "A"
[1.] It is mutually agreed by and between the parities hereto that in the event
HCS opts or agrees to accept the COMPANY'S stock, either now or in the future,
as full or partial payment for any part or portion of HCS's compensation or fee
under this Consulting Agreement, that the number of shares necessary for such an
equal value alternative compensation shall be determined pursuant to a formula
or computation that discounts the stock from the bid price at a rate of one
hundred percent [100%] based solely on the ten [10] day previous average bid
price as of the date of execution of this Consulting Agreement, or such other
subsequent written agreement to accept said stock as alternative compensation.
[2.] In the event the price of the stock declines before HCS is in receipt of
said stock, the COMPANY agrees to increase the number of shares accordingly in
order to appropriately maintain the agreed upon equal dollar value compensation
as determined by the applicable formula or computation as specified and provided
for herein above.
[3.] The COMPANY agrees that in the event the stock has not been received in
HCS'S account within ten [10] days of the date of execution of this Consulting
Agreement or any subsequent written agreements related hereto, the COMPANY shall
pay to HCS in U. S. funds, an additional amount equal to five percent [5%] of
such equal value alternative compensation as liquidation damages. This shall
continue for each and every ten [10] day period said stock is not received by
HCS. Said funds to be wired to HCS'S account, without notice, within three [3]
days of any such default.
[4.] The COMPANY acknowledges and agrees HCS shall not provide or continue to
provide services until all such fees are paid. The COMPANY acknowledges that it
has verified with its Corporate Council, Accountants, Corporate Officers, Board
of Directors, Executive decision makers, and appropriate stock exchanges that
said stock can, in fact, be timely delivered to HCS as agreed.
[5.] VALUABLE COMPENSATION DUE HCS - Total U.S. dollar value:
Sixty thousand dollars [$60,000.00]
SEE ADDENDUM "B" OPTIONS
For and in behalf of: the COMPANY: For and in behalf of: HCS
By: _________________________________ By: _________________________________
Harry C. Stone / President
Title: ______________________________
Date __________________________ Date ____________________________
April 9, 1997
North American Resorts, Inc.
301 East Hillcrest 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,
Charles Clayton
