As filed with the Securities and Exchange Commission on October 5, 1998
SEC Registration No. 33-98526
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE EXHHIBIT NO. 1.2.3
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALIFORNIA APPLIED RESEARCH, INC.
(Exact name of registrant as specified in charter)
NEVADA 6770 84-1345053
(State or other (Primary Standard Industrial (IRS Employer
jurisdiction of Classification Code Number) Identification
incorporation or Number)
organization)
1945 South Poplar Street, Denver, Colorado 80224
(303) 758-5057
(Address and telephone number of registrant's principal executive
offices and principal place of business)
Brian French, 1945 South Poplar Street, Denver,
Colorado 80224, (303) 758-5057
(Name, address, and telephone number of agent for service)
Copy to: Robert C. Weaver, Jr., Esq., 721 Devon Court, San Diego,
California 92109, (619) 488-4433, FAX (619) 488-2555
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes
effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ] ____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Part II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 25. Exhibits.
The following exhibits are filed with this Registration
Statement as a Post-Effective Exhibit:
Exhibit Number Exhibit Name
1.2.3 Supplement to
Fund Escrow Agreement
Escrow Agreement in Accordance with
Rule 419 under the Securities
Act of 1933, as amended
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 this Post-Effective Exhibit 1.2.3 on Form SB-2
and has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized by
power of attorney, in the City of Denver, State of Colorado,
on September 30, 1998.
California Applied Research, Inc. (Registrant)
/s/________________________________________
(Signature) J. Michael Spinali,
President and Chairman
EXHIBIT 1.2.3
California Applied Research, Inc.
CUSTOMARY RULES and REGULATIONS
Supplementing California Applied Research Fund Escrow
Agreement dated 6-1-96
and California Applied Research Rule 419 Escrow Agreement
dated 6-1-96
COLORADO BUSINESS BANK
COMMUNITY TRUST DIVISION
Escrow Agreement
Account Number: CBB00123
Account Name: California Applied Research, Inc. Escrow
This Escrow Agreement ("Agreement") is dated 9/11/98.
This Agreement exists among California Applied Research,
Inc. and ______________________("Depositors") and Colorado
Business Bank, Community Trust Division ("Escrow Agent").
Depositors and Escrow Agent agree:
1. Escrow Deposits.
Depositors deposit with Escrow Agent the items (i.e. cash,
securities and/or instruments, etc.) as specifically listed
on the attached Schedule A, which is hereby incorporated by
reference. Schedule A items are referred to in this
Agreement as Escrow Property.
2. Escrow Instructions.
Escrow Agent will hold and distribute Escrow Property in
accordance with the instructions on the attached Schedule B,
which is hereby incorporated by reference.
3. Investment of Funds.
Escrow Agent has no duty to invest any Escrow Property,
except as provided on Schedule B.
4. Amendments.
This Agreement may be amended, modified, supplemented or
revoked only in writing signed by each Depositor with the
written approval of Escrow Agent and upon payment to Escrow
Agent of its additional fees and expenses.
5. Assignments of Interest.
Assignments, transfers, hypothecations or conveyances of any
right, title or interest in Escrow Property are only binding
upon Escrow Agent if written notice is served by Depositors
and received by Escrow Agent, all of Escrow Agent's
additional fees and expenses are paid, and Escrow Agent has
given its assent.
6. Authority of Depositors.
Escrow Agent is under no duty or obligation to ascertain the
identity, authority, and/or rights of Depositors or its
agents who are executing, delivering or purporting to
execute or deliver instructions and/or performance
hereunder.
7. Compensation of Escrow Agent.
Depositors, both jointly and severally, agree to pay Escrow
Agent its fees and expenses for services, including any
extraordinary fees and expenses that may arise, such as fees
of counsel, consultants and court costs. Escrow Agent has a
first and prior lien on Escrow Property to secure any such
fees and expenses. Escrow Agent is authorized to deduct any
such fees and expenses from Escrow Property. Any fees and
expenses owed but unpaid shall accrue interest at the rate
of 12% per annum.
8. Complete Agreement and Execution in Counterparts.
This Agreement and its Schedules A and B constitute the
complete and entire Agreement of Depositors with Escrow
Agent. This Agreement may be executed in counterparts.
Each executed counterpart shall be given effect as an
original.
9. Disagreements.
In the event of any disagreement or dispute between
Depositors to this Agreement concerning the meaning or
validity of any provision under this Agreement, including
Schedules A and B, or concerning any other matter relating
to this Agreement, Escrow Agent:
a. Shall be under no obligation to act, except under
process or order of court, or until it has been adequately
indemnified to its full satisfaction, and shall sustain no
liability for its failure to act pending such process or
court order or indemnification; and
b. May deposit, in its sole and absolute discretion,
Escrow Property or that portion of Escrow Property it then
holds with the then Clerk of the District Court of the City
and County of Denver, State of Colorado, to interplead
Depositors. Upon such deposit and filing of interpleader,
Escrow Agent shall be relieved of all liability as to Escrow
Property and shall be entitled to recover from Depositors
its attorneys' fees and other costs incurred in commencing
and maintaining such action. Depositors by signing this
Agreement submit themselves to the jurisdiction of such
Court and do appoint the then Clerk of such court as their
agent for the service of all process in connection with such
proceedings. In no event shall the institution of such
interpleader action impair the rights of Escrow Agent
described in paragraph 14.
10. Extension of Benefits.
This Agreement and its Schedules A and B extends to and
binds the heirs, legal representatives and successors and
assigns all of the parties to this Agreement.
11. Governing Law.
The laws of the State of Colorado shall apply to the
interpretation, construction and enforcement of this
Agreement.
12. Headings of Paragraphs.
The titles of these numbered paragraphs to this Agreement
exist for convenience only and in no way shall they restrict
or modify any Agreement or provision.
13. Indemnification and Hold Harmless.
Depositors agree, jointly and severally, to indemnify and
hold harmless Escrow Agent from any liability, cost or
expense whatsoever, including attorney's fees that it has or
will incur by reason of accepting Escrow Property and Escrow
Agency.
14. Non-Liability.
Escrow Agent shall not be liable for any act it may do or
omit to do as Escrow Agent while acting in good faith and in
the exercise of its own best judgment. Any act done or
omitted by Escrow Agent pursuant to the advice of its
attorneys shall be conclusive evidence of such good faith.
Escrow Agent shall have the right to consult with counsel
whenever any question arises concerning Agreement and shall
incur no liability whatsoever, for any delay reasonably
required to obtain such advice of counsel.
15. Notices.
Any notices will be given by delivery, by mailing, via first
class mail, postage prepaid or by facsimile promptly
followed by mailing such notice via first class mail,
postage prepaid, to the addresses and/or facsimile numbers
provided in Agreement. Notice shall be effective as of the
time of receipt, as of the time of deposit in the mail, or
in the event of initial facsimile transmission, upon the
sending of such facsimile, except that any notice given to
Escrow Agent shall not be deemed given until actually
received by an employee of Escrow Agent working in the Trust
Division. All such notices to Escrow Agent must contain
Account Number.
16. Other Contracts or Agreements.
Escrow Agent is not a party to or bound by any agreement
between Depositors other than this Agreement, whether or not
an original copy of such agreement is held as Escrow
Property or is in the files of Escrow Agent.
17. Removal or Resignation of Escrow Agent.
Escrow Agent may resign at any time by furnishing written
notice of its resignation to Depositors. Depositors may
remove Escrow Agent at any time by furnishing to Escrow
Agent a written notice of its removal. Such resignation or
removal, as the case may be, shall be effective thirty days
after delivery of such notice.
18. Statute of Limitations and Laches.
Escrow Agent is not liable for the outlawing, lapse or
invalidation of any rights under any Statute of Limitations
or due to laches with respect to Agreement or Escrow
Property.
19. Validity and Sufficiency of Schedule A Deposits and
Schedule B Instructions.
Escrow Agent assumes no responsibility for the validity
and/or sufficiency of any funds, securities, instruments or
instructions held as Escrow Property.
20. Waivers.
The failure of any party to Agreement at any time or times
to require performance of any provision under this Agreement
shall in no manner affect the right at a later time to
enforce the same performance. A waiver by any party to
Agreement of any such condition or breach of any term,
covenant, representation or warranty contained in this
Agreement, in any one or more instances, shall neither be
construed as a further or continuing waiver of any such
condition or breach nor a waiver of any other condition or
breach of any other term, covenant, representation or
warranty contained in this Agreement.
IN WITNESS WHEREOF, the undersigned have affixed their
signatures and hereby adopt as part of this instrument
Schedules A and B which are incorporated by reference.
DEPOSITOR
California Applied Research, Inc.
By: /s/
Brian French, Secretary
Name and Title
1945 S. Poplar St
Address
Denver, CO 80224
City, State and Zip Code
303-457-4786
Telephone
303-457-4895
Facsimile Number
84-1345053
Tax ID
ESCROW AGENT
Colorado Business Bank,
Community Trust Division
By: /s/
Authorized Officer
COLORADO BUSINESS BANK
COMMUNITY TRUST DIVISION
Escrow Agreement
SCHEDULE A
DEPOSITS
The deposits are described in California Applied Research
Fund Escrow Agreement dated 6-1-96 and California Applied
Research Rule 419 Escrow Agreement dated 6-1-96, which have
been previously executed and are attached hereto.
COLORADO BUSINESS BANK
COMMUNITY TRUST DIVISION
Escrow Agreement
SCHEDULE B
INSTRUCTIONS
1. The terms of Colorado Business Bank's Customary Rules
and Regulations (Escrow Agreement) control and supercede any
conflicting or insufficient instructions contained in Escrow
Agreements referenced in Schedule A.
2. Escrow Agent may invest the cleared funds in any
interest bearing account including deposits in Colorado
Business Bank.
3. Depositor must provide timely notice to Escrow Agent of
its intent to make an acquisition so that Escrow Agent may
liquidate any investments.
4. Notice address for California Applied Research, Inc. is
C/O Robert C. Weaver, Jr.
Attorney at Law
721 Devon Court
San Diego, CA 92107-8007
