<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KINGSLEY COACH, INC.
(FORMERLY MICRO-HYDRO POWER, INC.)
-----------------
(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)
64 Old Route 522
Middleburg, PA 17842
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(Address of Principal Executive Offices)
(570) 837-7114
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 2
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(Full Title of the Plan)
Ralph Dickenson
64 Old Route 522 Drive
Middleburg, PA 17842
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(Name and Address of Agent for Service)
(570) 837-7114
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(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
be Registered be Registered Unit/Share Offering Price
Fee
- ---------------------------------------------------------------
$0.00001 par
value common
voting stock 105,000 $1.00 $105,000
$29.19 (1)
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(1) 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.
- - ------------------------------
Plan.
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A copy of the Consultant Compensation Agreement No. 2 (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, 1998, 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 and President, 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, 1998, filed with the Commission on or about
April 14, 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.
- - ---------------------------------------
The Registrant is authorized to issue one class of securities,
being comprised of $0.00001 par value common voting stock.
The holders of the $0.00001 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.
- - --------------------------------------------------------
Michael L. Labertew, 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.
- - -----------------------------------------------------------
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.
- - -------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
99.1 Consultant Compensation Agreement No. 2
Counterpart Signature Pages
Participant Letter
Participant Response Letters
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: 05/12/99 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
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
KINGSLEY COACH, INC.
EXHIBIT INDEX
Exhibit
Number
- - -------
5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
99.1 Consultant Compensation Agreement No. 2
Counterpart Signature Pages
Participant Letter
Participant Response Letters
(Letterhead of Michael L. Labertew, Esq.)
May 10, 1999
Kingsley Coach, Inc.
64 Old Route 522
Middleburg, PA 17842
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed by
Kingsley Coach, Inc., a Delaware corporation.
Board of Directors:
As counsel for Kingsley Coach, Inc., a Delaware corporation
(the "Company"), and in connection with the issuance of 105,000 shares
of the Company's $0.00001 par value common stock (the "Securities") to
two individual consultants (the "Consultants") pursuant to a written
compensation agreement, a copy of which is incorporated herein by
reference ("Consultant Compensation Agreement No. 2" [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, 1998, filed with the Commission on or about April 14, 1998;
4. All SEC filings for the past twelve months;
5. A copy of the Plan;
6. 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
7. Correspondence with the two 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
inquiries 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 meas 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.
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 a 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/ Michael L. Labertew
(Letterhead of Michael L. Labertew, Esq.)
May 10, 1999
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 Kingsley Coach, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 0-21733, to be filed on or
about May 12, 1999, covering the registration
and issuance of 105,000 shares of common stock to two
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/ Michael L. Labertew
CONSULTANT COMPENSATION AGREEMENT No. 2
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is
made this 7th day of May, 1999, among Kingsley Coach, Inc., a Delaware
corporation ("Kingsley"); 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
"B" hereof: S. Bradley Rhorer, Esq.; Clayne I. Corey, Esq.(collectively,
the "Consultants").
WHEREAS, the Board of Directors of Kingsley has adopted a
written compensation agreement for compensation of two individual
Consultants who are natural persons; and
WHEREAS, Kingsley 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 Kingsley; 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, Kingsley 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 Kingsley 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
Kingsley;
NOW, THEREFORE, in consideration of the mutual covenants
and promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Kingsley hereby employs the Consultants and
the consultants hereby accept such employment, and have and will perform
the services requested by management of Kingsley 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 Kingsley 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 Kingsley.
1.3 Term. All services performed at the request of Kingsley
by the Consultants shall have been performed within: (1) as to Rhorer,
one year from the date hereof, at which time this Plan shall terminate,
unless extended by written agreement of Kingsley and Rhorer for one
additional year; (2) as to Corey, 120 days, at which time the Plan shall
terminate. If the Plan shall terminate, and options for unearned shares
have been exercised and said shares issued to either consultant pursuant
to this Plan, said shares shall be returned by Consultant(s) and
canceled by Kingsley within ten days of said termination.
1.4 Payment. Kingsley and the Consultants agree that
Kingsley 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 $1.00 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. Each of the Consultants shall
provide Kingsley with a written invoice detailing the services duly
performed and/or the retainer or flat fee for such services. Such
invoice(s) shall be paid by Kingsley in accordance with Section 1.4
above, subject to the satisfaction of the management of Kingsley 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 Kingsley 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 Kingsley that may be issued by Kingsley 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 Kingsley shall be services related to any "capital raising"
transaction.
1.8 Delivery of Shares. On submission of an invoice by the
respective Consultants, and duly verified to the satisfaction of
Kingsley, 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 Kingsley in
writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Kingsley and the Consultants agree that the per share
price of shares of common stock that may be issued by Kingsley to the
Consultants for services performed under this Plan has been arbitrarily
set by Kingsley; however, in the event Kingsley 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 Kingsley 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 Kingsley
Kingsley represents and warrants to, and covenants with,
the Consultants as follows:
2.1 Corporate Status. Kingsley 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 Kingsley
has duly adopted a Compensation Plan as defined in Rule 405 of the
Commission pursuant to which Kingsley 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 Kingsley.
2.3 Registration Statement on Form S-8. Kingsley 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 Kingsley; and Kingsley 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.
Kingsley 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. Kingsley 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. Kingsley 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
Kingsley 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. Kingsley 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 Kingsley hereunder have been duly authorized by all requisite
corporate action on the part of Kingsley, and this Plan constitutes a
valid and binding obligation of Kingsley and performance hereunder will
not violate any provision of the Articles of Incorporation, Bylaws,
agreements, mortgages or other commitments of Kingsley.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Kingsley as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Kingsley 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 Kingsley, 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 Kingsley, and
the Consultants, singly, or through the advice of a competent
professional, fully believe that an investment in shares of common
stock of Kingsley 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 Kingsley 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
Kingsley 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 Kingsley 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 Kingsley and the respective
Consultants in writing; (2) by either the Directors of Kingsley 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 Kingsley 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 Kingsley: 64 Old Route 522
Middleburg, PA 17842
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
Plan are 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 Kingsley 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.
KINGSLEY COACH, INC.
By /s/ Ralph Dickenson
-----------------------
Ralph Dickenson, Chairman,
CEO and President
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT No. 2
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain
Consultant Compensation Agreement No. 2 between Kingsley Coach, Inc. and
the undersigned Consultant is executed as of the date set forth herein
below.
Consultant:
S. Bradley Rhorer
900 North Boulevard
Baton Rouge, LA 70802
Date: May 10, 1999 /s/ S. Bradley Rhorer
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
set forth and as will be set forth in invoices.
Options for 100,000 shares of Kingsley common stock, at $1.00 per share.
EXHIBIT A-1
May 8, 1999
Michael L. Labertew
4685 South Highland Drive #202A
Salt Lake City, UT 84117
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common
stock of Kingsley Coach, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Labertew:
As per your request, the following is a list of services I have
rendered and am rendering from 1998 to present:
Litigation, re: Peter Link, $5,000.00
Litigation, re: Betty Brown v. Kingsley and Westside Charter et
al. V. Custom Bus Charter, Inc., $35,000
Litigation, re: Todd Halseth, $15,000
Litigation, re: Nick Baskey, $15,000
General litigation, $15,000
Document review and legal consultation, $15,000
Please let me know if I can be of further assistance.
Respectfully,
/s/ S. Bradley Rhorer
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT No. 2
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 2 between Kingsley Coach, Inc. and the
undersigned Consultant is executed as of the date set forth herein
below.
Consultant:
Clayne I. Corey
7145 South 900 East #C103
Salt Lake City, UT 84047
Date: May 10, 1999 /s/ Clayne I. Corey
Number of Shares and Maximum Value of Services General Description of
Services to be Performed.
See Exhibit B-1 attached hereto and incorporated herein by reference as
set forth and as will be set forth in invoices.
Options for 5,000 shares of Kingsley common stock, at $1.00 per share.
EXHIBIT "B-1"
May 10, 1999
Michael L. Labertew
4685 South Highland Drive #202A
Salt Lake City, UT 84117
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common
stock of Kingsley Coach, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Labertew:
As per your request, the following is a list of the services I have
rendered for Kingsley from April 1999 through present:
Legal research and opinion regarding consultant relationship
with Commonwealth and Ratliff.
Legal research, opinion and review of documentation regarding
DRK management contract.
General transactional review and consultation with securities
counsel for Company.
Combined from above: $5,000
Please let me know if I can be of further assistance.
Respectfully,
/s/ Clayne I. Corey
