<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MICRO-HYDRO POWER, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 87-0369035
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
6510 South Acres
Houston, Texas 77048
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(Address of Principal Executive Offices)
(713) 991-6262
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
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(Full Title of the Plan)
Ralph Dickenson
6510 South Acres Drive
Houston, Texas 77048
------------------------
(Name and Address of Agent for Service)
(713) 991-6262
--------------
(Telephone Number, Including Area Code, of 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: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.0001 par
value common
voting stock 300,000 (1) $0.01 $3,000 $0.29 (2)
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(1) Calculated prior to a one-for-two reverse split of the
outstanding voting securities (see the Exhibit Index).
(2) Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
----
A copy of the Consultant Compensation Agreement No. 1 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
---------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended December 31, 1997, all 10-QSB Quarterly Reports, any Current
Reports and/or proxy or information statements filed with the Securities and
Exchange Commission (the "Commission") during the past twelve months have been
provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any
such participant or person purchasing any of the securities registered hereby
copies of all of such documentation. Requests should be directed to Ralph
Dickenson, CEO andPresident, at the address and telephone appearing on the
Cover Page of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended December 31, 1997, filed with the Commission on or
about April 3, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue one class of securities, being
comprised of $0.0001 par value common voting stock.
The holders of the $0.0001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no shares of common stock of the Registrant
and is not deemed to be an affiliate of the Registrant or a person associated
with an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Under the Delaware General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds and Associates
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Letter
Participant Response Letters
99.2 Information Statement regarding name
change and one-for-two reverse split,
filed with the Securities and Exchange
Commission on or about December 21, 1998 *
* This document has previously been filed with the Securities
and Exchange Commission and is incorporated herein by this
reference.
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(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 thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) 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;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 12/21/98 By /s/ Ralph Dickenson
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Ralph Dickenson, President and CEO
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Date: 12/21/98 By /s/ Ralph Dickenson
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Ralph Dickenson, President and CEO
Date: 12/21/98 By /s/ Verdo Lancaster
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Verdo Lancaster, Vice President and Director
Date: 12/21/98 By /s/ Richard Duston
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Richard Duston, Secretary/Treasurer and
Director
<PAGE>
Securities and Exchange Commission File No. 0-21733
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MICRO-HYDRO POWER, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds and Associates
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Letter
Participant Response Letters
99.2 Information Statement regarding name
change and one-for-two reverse split,
filed with the Securities and Exchange
Commission on or about December 21, 1998 *
* This document has previously been filed with the Securities
and Exchange Commission and is incorporated herein by this
reference.
(Letterhead of Branden T. Burningham, Esq.)
December 18, 1998
Micro-Hydro Power, Inc.
6510 South Acres
Houston, Texas 77048
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Micro-Hydro Power, Inc., a Delaware corporation
Board of Directors:
As counsel for Micro-Hydro Power, Inc., a Delaware corporation (the
"Company"), and in connection with the issuance of 300,000 shares of the
Company's $0.00001 par value common stock (the "Securities") to seven
individual consultants (the "Consultants") pursuant to a written compensation
agreement, a copy of which is incorporated herein by reference ("Consultant
Compensation Agreement No. 1" [the "Plan"]), I have been asked to render an
opinion as to the legality of these Securities, which are to be covered by a
Registration Statement to be filed by the Company on Form S-8 of the
Securities and Exchange Commission (the "Commission"), and as to which this
opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan. In this respect, I am
relying on the written representations of the plan participants, which
representations accompany the Plan.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the calendar year ended December 31,
1997, filed with the Commission on or about April 3, 1998;
4. 10-QSB Quarterly Reports for the past twelve months;
5. Current Report on Form 8-K, filed with the Commission on
November 8, 1998;
6. Information Statement regarding name change and reverse split,
filed with the Commission on or about December 21, 1998;
7. A copy of the Plan;
8. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's agent; and
9. Correspondence with the seven consultants regarding the type of
services rendered and to be rendered, and Securities Act Release No. 7506,
dated February 17, 1998, and their respective responses to my letters to the
participants.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 9, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Delaware General Corporation Law.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Delaware and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham
(Letterhead of Branden T.. Burningham, Esq.)
December 18, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Micro-Hydro Power, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 0-21733, to be filed on or
about December 21, 1998, covering the registration
and issuance of 300,000 shares of common stock to seven
individual consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
<PAGE>
[Letterhead of Mantyla, McReynolds and Associates]
December 17, 1998
United States Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Micro-Hydro Power, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 0-21733, to be filed on or
about December 18, 1998, covering the registration
and issuance of 300,000 shares of common stock to seven
individual consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended
December 31, 1997 and 1996, dated February 27, 1998, in the above referenced
Registration Statement. We also consent to the use of our name as experts in
such Registration Statement.
Sincerely,
Mantyla, McReynolds and Associates
/s/ Kim G. McReynolds, C.P.A.
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 18th day of December, 1998, among Micro-Hydro Power, Inc., a Delaware
corporation ("MHP"); and the following individuals who have executed and
delivered this Plan by the execution and delivery of the Counterpart Signature
Pages which are designated as Exhibits "A" through "G" hereof: Thomas J.
Howells; Kathleen L. Morrison; Quinton Hamilton; Jeffrey D. Jenson; Duane S.
Jenson; Travis Jenson; and Leonard W. Burningham, Esq. (collectively, the
"Consultants").
WHEREAS, the Board of Directors of MHP has adopted a
written compensation agreement for compensation of seven individual
Consultants who are natural persons; and
WHEREAS, MHP has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request
and subject to the approval of the management of MHP; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages and
exhibits thereto; and
WHEREAS, MHP and the Consultants intend that this Plan
and the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which MHP may issue "freely tradeable" shares (except as may
be limited by "affiliate" status) of its common stock as payment for services
rendered pursuant to an S-8 Registration Statement to be filed with the
Commission by MHP;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. MHP hereby employs the Consultants and the
consultants hereby accept such employment, and have and will perform the
services requested by management of MHP to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
MHP harmless therefrom; it is understood and agreed that the value of all
such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to MHP.
1.3 Term. All services performed at the request of MHP by
the Consultants shall have been performed within 120 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 120 day
period by written agreement of MHP and any of the Consultants.
1.4 Payment. MHP and the Consultants agree that MHP
shall pay the invoices of the Consultants for the services performed under
this Plan by the issuance of shares of its common stock at a price of $0.10
per share; provided, however, such shares of common stock shall be issued
pursuant to and shall be subject to the filing and effectiveness of a
Registration Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide MHP with a written invoice detailing the services duly performed.
Such invoice shall be paid by MHP in accordance with Section 1.4 above,
subject to the satisfaction of the management of MHP that the services
have been performed, and to the extent performed, that the performance was in
a satisfactory manner. The submission of an invoice for the services
performed by each of the Consultants shall be deemed to be a subscription by
the respective Consultants to purchase shares of common stock of MHP at
the price outlined in Section 1.4 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of MHP that may be issued by MHP for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
MHP shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of MHP, and subject to the filing and effectiveness
of a Registration Statement on Form S-8 of the Commission covering such
shares, one or more stock certificates representing such shares shall be
delivered to the respective Consultants at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
MHP in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. MHP and the Consultants agree that the per share price
of shares of common stock that may be issued by MHP to the Consultants
for services performed under this Plan has been arbitrarily set by MHP;
however, in the event MHP shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its shares of
common stock or cause to be implemented a forward or reverse stock split which
affects the present number of issued and outstanding shares of common stock of
MHP prior to the issuance of shares to the Consultants, that the per
share price and the number of shares issuable to the Consultants for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions. The Plan is subject to the following
condition, to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 3% of the total issued and
outstanding shares of common stock of the Company.
Section 2
Representations and Warranties of MHP
MHP represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. MHP is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of MHP has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which MHP may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by MHP.
2.3 Registration Statement on Form S-8. MHP shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of MHP; and MHP will provide to the Consultants prior to the
issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
MHP shall fully comply with any and all federal or state securities laws,
rules and regulations governing the issuance of any such shares of common
stock.
2.5 Limitation on Services. MHP shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. MHP is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and MHP has or will file with
the Commission all reports required to be filed by it forthwith, and shall
continue to file such reports with the Commission so long as required, but for
a period of not less than one year; and such reports are or will be true and
correct in every material respect.
2.7 Corporate Authority and Due Authorization. MHP has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by MHP
hereunder have been duly authorized by all requisite corporate action on the
part of MHP, and this Plan constitutes a valid and binding obligation of
MHP and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of MHP.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, MHP as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by MHP for the services performed pursuant to this Agreement.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Accredited Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
MHP, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, they are "accredited investors" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to MHP, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of MHP is a suitable investment
for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
MHP shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
MHP and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of MHP to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may
be terminated (1) by mutual consent of MHP and the respective Consultants
in writing; (2) by either the Directors of MHP or the respective
Consultants if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party; and (3) shall automatically
terminate at the expiration of the term hereof, provided, however, all
representations and warranties shall survive the termination hereof; provided,
further, however, that any obligation of MHP to pay for any services
actually rendered by the Consultants hereunder shall survive any such
termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to MHP: 6510 South Acres
Houston, Texas 77048
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this
Planare inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware, except to
the extent pre-empted by federal law, in which event (and to that extent
only), federal law shall govern.
6.6 Assignment. Neither MHP nor the Consultants can
assign any rights, duties or obligations under this Plan, and in the event of
any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
MICRO-HYDRO POWER, INC.
By /s/ Ralph Dickenson
---------------------------
Ralph Dickenson, Chairman, CEO and President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Micro-Hydro Power, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Thomas J. Howells
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 18 Dec. 98 /s/ Thomas J. Howells
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 25,000
to MHP as payment of the option price $ 250
<PAGE>
EXHIBIT A-1
December 17, 1998
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Micro-Hydro Power, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as Vice President and Director from July 23, 1996 to present:
Prepared due diligence for the Company's auditor, Mantyla
McReynolds.
Prepared quarterly interim financial statements.
Prepared Form 10QSB quarterly reports for the years 96, 97 and 98,
as filed with the Securities and Exchange Commission.
Prepared and filed Form 10KSB's for the years ending December 31,
1996 and 1997.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Thomas J. Howells
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Micro-Hydro Power, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Kathleen L. Morrison
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 12-18-98 /s/ Kathleen L. Morrison
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 25,000
to MHP as payment of the option price $ 250
<PAGE>
EXHIBIT "B-1"
December 17, 1998
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Micro-Hydro Power, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of the services I rendered
while serving as Secretary, Treasurer and Director from December 22, 1994 to
present:
Facilitated all corporate correspondence.
Tracked day to day financial obligations, to include maintaining
check register.
Attended and prepared minutes for all board of directors and
shareholder meetings.
Ensured all taxes were kept current.
Relations with transfer agent; issuance, reverse split,
shareholder relations.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Kathleen L. Morrison
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Micro-Hydro Power, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Quinton Hamilton
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 12/21/98 /s/ Quinton Hamilton
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit C-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 1,000
to MHP as payment of the option price $ 10
<PAGE>
EXHIBIT "C-1"
December 17, 1998
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Micro-Hydro Power, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as President and Director from November 4, 1996 to present:
Attended all Board of Directors and shareholder meetings.
Reviewed due diligence on all potential merger candidates to
include Kingsley.
Please let me know if I can be of further assistance.
Respectfully,
Quinton Hamilton
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Micro-Hydro Power, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Jeffrey D. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 12/21/98 /s/ Jeffrey D. Jenson
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit D-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 79,600
to MHP as payment of the option price $ 796
<PAGE>
EXHIBIT "D-1"
December 17, 1998
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Micro-Hydro Power, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as a consultant to the Company from January 1995 to present:
Traveled to Knoxville, TN, on November 9, 1998 to meet with
Kingsley and view new manufacturing facilities.
Coordinated Kim McReynolds C.P.A., of Mantyla, McReynolds &
Associates to travel to Texas the first week of January 1999 to
perform a consolidated audit to be filed on Form 8-K.
Loaned the Company funds necessary to bring audits, taxes, and
corporate records current.
Prepared letter of intent and information statement on Apollo
Telecom, which was subsequently rescinded.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Jeffrey D. Jenson
<PAGE>
EXHIBIT "E"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Micro-Hydro Power, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Duane S. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 12-21-98 /s/ Duane S. Jenson
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit E-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 79,600
to MHP as payment of the option price $ 796
<PAGE>
EXHIBIT "E-1"
December 17, 1998
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Micro-Hydro Power, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as a consultant to the Company from January 1995 to present:
Considered two other reorganization prior to signing a letter of
intent with Kingsley.
Traveled to Texas on August 27, 1998 to meet with Kingsley and
perform initial due diligence.
Daily correspondence with Kingsley officers and legal council for
the past two months.
Provided the Company's office space and telephone at no cost to
the Company.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Duane S. Jenson
<PAGE>
EXHIBIT "F"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Micro-Hydro Power, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Travis T. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 12-21-98 /s/ Travis T. Jenson
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit F-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 39,800
to MHP as payment of the option price $ 398
<PAGE>
EXHIBIT "F-1"
December 17, 1998
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Micro-Hydro Power, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as a consultant to the Company from January 1995 to present:
Prepared and filed the Company's Form 10SB12G on November 15,
1996, along with applicable amendments, with the Securities and
Exchange Commission.
Prepared and submitted the Company's 15c2-11 for a trading symbol
on the OTC Bulletin Board.
Maintained the corporations books and records.
Correspondence with CUSIP Service Bureau.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Travis T. Jenson
<PAGE>
EXHIBIT "G"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Micro-Hydro Power, Inc. and the
undersigned Consultant is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: 12/18/98 /s/ Leonard W. Burningham
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Legal services rendered in regard to non-capital 50,000
raising services and as will be set forth in invoices $ 500
to MHP as payment of the option price
<PAGE>
<PAGE>
December 16, 1998
Duane S. Jenson
Jeffrey D. Jenson
Travis Jenson
Thomas Howells
Kathleen L. Morrison
Quinton Hamilton
Leonard W. Burningham, Esq.
Via Facsimile
Re: Issuance of compensatory shares of common stock of
Micro-Hydro Power, Inc., a Delaware corporation (the
"Company"), each of you, consultants or employees, to
be registered on Form S-8 of the Securities and
Exchange Commission
Dear Ladies and Gentlemen:
Pursuant to our discussions this morning, I represent the Company
and have been engaged to prepare a Registration Statement on Form S-8 of the
Securities and Exchange Commission for the registration of the securities to
be issued to you under a written compensation agreement to be prepared by this
office.
I have prepared a brief Memorandum of the proposed amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the
types of services you are to render, and please facsimile me a copy your typed
comments (I cannot scan hand written notations for an EDGAR filing),
indicating, if applicable, that these prohibitions do not relate to you or the
services you are to render.
With respect to services, I would like a detailed explanation of
all "non-capital raising" services rendered, including dates, if applicable,
and any "due diligence" report concerning The Kingsley Coach, LLC.
You cannot be paid in securities on an S-8 Registration Statement
to raise funds or promote the stock of the reorganized company or The Kingsley
Coach, LLC.
Thank you very much.
Yours very sincerely,
/s/ Branden T. Burningham
Branden T. Burningham
cc. Micro-Hydro Power, Inc.
