SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KINGSLEY COACH, 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)
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
Securities to Amount to Price per Aggregate
be Registered be Registered Unit/Share Offering Price
Fee
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$0.00001 par
value common
voting stock 955,000 $1.00 $955,000
$265.49 (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.
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Plan.
----
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, will own 100,000 shares of common stock of the
Registrant pursuant to this Registration Statement, which have a market value
as of January 6, 2000, of $350,000.00. Mr. Labertew 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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EX-5 Opinion regarding Legality
EX-23 Consent of Michael L. Labertew, Esq.
EX-99 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: 01/06/2000 By /s/ Ralph Dickenson
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Ralph Dickenson, President and Chairman
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: 01/06/2000 By /s/ Ralph Dickenson
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Ralph Dickenson, President and
Chairman
Date: 01/06/2000 By /s/ Verdo Lancaster
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Verdo Lancaster, Vice President and Director
Date: 01/06/2000 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
- - -------
EX-5 Opinion Regarding Legality
EX-23 Consent of Michael L. Labertew, Esq.
EX-99 Consultant Compensation Agreement No. 2
Counterpart Signature Pages
Participant Letter
Participant Response Letters
(Letterhead of Michael L. Labertew, Esq.)
January 6, 2000
Kingsley Coach, Inc.
64 Old Route 522
Middleburg, PA 17842
Richard Day
American Registrar & Transfer Company
Newhouse Building
Salt Lake City, UT 84111
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/Mr. Day:
As counsel for Kingsley Coach, Inc., a Delaware corporation (the
"Company"), and in connection with the issuance of 955,000 shares of the
Company's $0.00001 par value common stock (the "Securities") to six 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"]), and as set forth in Exhibit "A"
attached hereto, 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 May 14, 1999;
4. All SEC filings for the past twelve months, including all
10-QSB's;
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 five consultants other than myself
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 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.
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, and may be issued without restrictive
legend.
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, other than for your issuance of the
shares as set forth herein.
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
Exhibit "A"
Name of shareholder # of shares to be issued under S-8
S. Bradley Rhorer 305,000
Charles Manuel 100,000
Michael L. Labertew 100,000
William S. Gilbert 200,000
Patrick Condren 100,000
Dick Whitney 150,000
(Letterhead of Michael L. Labertew, Esq.)
January 6, 2000
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 January 6, 2000, covering the registration
and issuance of 955,000 shares of common stock to six
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 6th day of January, 2000, 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 "F" hereof: S. Bradley
Rhorer, Esq.; Charles Manuel, Esq.; Michael L. Labertew, Esq., William
Gilbert, Dick Whitney and Patrick Condren (collectively, the "Consultants").
WHEREAS, the Board of Directors of Kingsley has adopted a
written compensation agreement for compensation of six 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 have either been performed and completed, or shall be performed
within one year from the date hereof, at which time this Plan shall terminate,
unless extended by written agreement of Kingsley and the Consultants for one
additional year. 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 written invoices detailing the services duly performed and/or
the retainer or flat fee for such services. Such invoices 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.
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: January 6, 2000 /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 305,000 shares of Kingsley common stock, at $1.00 per
share.
EXHIBIT A-1
January 7, 2000
Michael L. Labertew
4685 South Highland Drive #202A
Salt Lake City, UT 84117
Via Facsimile
Re: Kingsley Coach, Inc.
Dear Mr. Labertew:
This will confirm for purposes of any filing requirements the source
obligation(s) for the shares of Kingsley Coach, Inc. that Kingsley Coach, Inc.
wishes to have issued to me.
1.260,000 shares represents my contingent fee interest in Ratliff v.
Kingsley Coach, Inc. et al. In that lawsuit, Kingsley Coach, Inc. prevailed
through settlement on its counterclaim. The settlement agreement you have
reviewed reflects the 260,000 shares payable to me as my fee.
2.15,000 shares represents payment of a long-overdue account on Pete Link
v. Kingsley Coach. I represented Kingsley Coach, again, on a contingent fee
basis, in that matter. After a successful resolution of that lawsuit, I
agreed to defer a portion of my fee.
3.30,000 shares represents payment for general litigation work I
performed for Kingsley Coach, Inc. prior to the filing of the Ratliff
lawsuit. Specifically, my services related to the following matters: Ratliff
(prelitigation); Todd Halseth, Nick Baskey, Betty Brown, Corporate Imaging,
and general litigation consulting.
Please call with any questions you may have.
Sincerely,
/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 hereinbelow.
Consultant:
Charles Manuel
Date: January 4, 2000 /s/ Charles Manuel
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 100,000 shares of Kingsley common stock, at $1.00 per
share.
EXHIBIT "B-1"
January 4, 2000
Michael L. Labertew
4685 South Highland Drive, Suite 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 the Company from March 1999 through the present:
$35,000 General litigation and related consulting for the Company
$40,000 Litigation and related consulting regarding Russell Ratliff
$25,000 General corporate counseling
Please let me know if I can be of further assistance.
Respectfully,
Charles B. Manuel, Jr.
/s/ Charles Manuel
EXHIBIT "C"
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 hereinbelow.
Consultant:
Michael L. Labertew
Date: January 4, 2000 /s/ Michael L. Labertew
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit C-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 "C-1"
January 4, 2000
Kingsley Coach, Inc.
64 Old Route 522
Middleburg, PA 17842
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.
Gentlemen:
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 other counsel for
Company
Annual and quarterly filings for company, including amendments
Additional required filings for company
Drafting of opinion letters re: 144 sales
Drafting of convertible debentures
Drafting of S-1 Registration Statement
General consulting regarding securities laws
Combined from above: $100,000
Please let me know if I can be of further assistance.
Sincerely,
/s/ Michael L. Labertew
EXHIBIT "D"
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 hereinbelow.
Consultant:
William S. Gilbert
Date: January 10, 2000 /s/ William S. Gilbert
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit D-1 attached hereto and incorporated herein by reference as set
forth and as will be set forth in invoices
Options for 200,000 shares of Kingsley common stock, at $1.00 per
share.
EXHIBIT "D-1"
January 10, 2000
Mr. Ralph Dickenson
Kingsley Coach Inc.
64 Old 522
Middleburg, Pennsylvania 17842
After considering your offer to me last October 1999, I have decided to accept
your offer of paying me for my services with 200,000 shares of Kingsley Coach
trading stock, rather than cash.
As you know from our many years of my providing my services to you my
expertise is in materials handling, scheduling and quality assurance. I will
continue as I have through 1999 and through the year 2000 in exchange for this
stock.
I will take primary responsibility for all quality assurance, including
paperwork, forms, staffing and monitoring of our quality assurance Program.
I will assist Dick Whitney and Bob Kline in purchasing to assure the highest
quality material at the best price. I will also continue to work with Matt
Dickenson and Darren Woods to assure coordination of materials and production
in order to try to improve Kingsley's ability to deliver on time.
Sincerely Yours,
William S. Gilbert
d/b/a
Transportation Consultant
/s/ William S. Gilbert
EXHIBIT "E"
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 hereinbelow.
Consultant:
Patrick Condren
Date: January 10, 2000 /s/ Patrick Condren
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit E-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 "E-1"
7 January 2000
Mr. Ralph Dickenson
Kingsley Coach Inc.
64 Old 522
Middleburg, PA 17842
Dear Ralph:
Further to earlier conversations, this will serve to confirm our agreement
made in November 1999 regarding payment of fees for consulting projects
performed recently.
We had agreed that there were consulting matters that I would handle on an
incentive/contingency consulting basis. The arrangement of a fee of 5% would
be applicable for projects including:
4.) Sales activity generated from my involvement in marketing efforts, at
several major truck and RV expositions; estimated value 1999 of $500,000,
5%=$25,000, (5%)
5.) Co-ordinating efforts for the company's re-location to Pennsylvania.
Estimated value $150,000=$7500.(5%)
We agreed that I would accept my payment of these fees in common stock. I
agreed in connection with these matters to accept 100,000 shares of free
trading stock. I have also reviewed this matter with Michael Labertew and
Bradley Rhorer.
Thank you,
Patrick Condren
/s/ Patrick Condren
EXHIBIT "F"
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 hereinbelow.
Consultant:
Richard T. "Dick" Whitney
Date: January 10, 2000 /s/Richard T. "Dick" Whitney
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit F-1 attached hereto and incorporated herein by reference as set
forth and as will be set forth in invoices
Options for 150,000 shares of Kingsley common stock, at $1.00 per
share.
EXHIBIT "F-1"
January 10, 2000
Dear Mr. Dickenson,
I have thoroughly contemplated your offer to pay me directly for services I
have been providing Kingsley Coach from my home after normal business hours in
the areas of accounting, material sourcing, purchasing, computer work
including typing, drafting and other secretarial items.
I have worked with your for well over the past 25 years and have a very strong
belief that the Kinglsey project will be immensely successful.
For my services as described above for the years of 1999 and 2000, I do accept
your offer for 150,000 free trading shares of Kingsley Coach, Inc. Stock
Sincerely,
Richard T. "Dick" Whitney
/s/ Richard T. "Dick" Whitney
