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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Coyote Sports, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
224071100
(Cusip Number)
Mr. Mark A. Pappas
307 West Seventh Street
Suite 1210
Fort Worth, Texas 76102
(817) 810-0014
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
**The total number of shares of Stock reported herein is 1,063,265 shares,
which constitutes approximately 20.3% of the 5,236,265 shares of Stock
outstanding.
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1. Name of Reporting Person:
Paragon Coyote Texas Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5.
Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,063,265 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,063,265 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,063,265 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.3%
14. Type of Reporting Person: PN
2
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- ---------
(1) Power is exercised through its sole general partner, Paragon Management
Group, Inc.
(2) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to acquire
up to 521,739 shares of the Stock. See Item 6.
3
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1. Name of Reporting Person:
Paragon Management Group, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,063,265 (1)(2)(3)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,063,265 (1)(2)(3)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,063,265 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.3%
14. Type of Reporting Person: CO
4
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(1) Acting through its President, Mark A. Pappas.
(2) Solely in its capacity as the sole general partner of Paragon Coyote Texas
Ltd.
(3) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to acquire
up to 521,739 shares of the Stock. See Item 6.
5
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1. Name of Reporting Person:
Mark A. Pappas
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,063,265 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,063,265 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,063,265 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.3%
14. Type of Reporting Person: IN
6
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- ------------
(1) Solely in his capacity as the President of Paragon Management Group, Inc.
(2) Assumes exercise in full of Paragon Coyote Texas Ltd.'s option to acquire
up to 521,739 shares of the Stock. See Item 6.
7
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D Statement dated March 30, 1998,
relating to the common stock, par value $0.001 per share (the "Stock"), of
Coyote Sports, Inc., a Nevada corporation (the "Issuer").
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares of Stock are as follows:
<TABLE>
<CAPTION>
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
<S> <C> <C>
The Partnership (1) $1,000,000 (1)
(2) $3,600,000 (3)
(4) See Item 6.
Paragon Not Applicable Not Applicable
MAP Not Applicable Not Applicable
</TABLE>
(1) 163,265 of the shares of the Stock reported herein as
directly owned by the Partnership were issued in connection with the
$6,000,000 loan that the Partnership made to the Issuer.
See Item 6.
(2) The source of the funds to be used by the Partnership to
exercise part or all of the Unifiber Option, assuming such exercise,
has not yet been determined. See Item 6.
(3) The indicated amount assumes exercise in full of the
Unifiber Option at the price of $6.90 per share of Stock. See Item 6.
(4) 378,261 of the shares of the Stock reported herein as
directly owned by the Partnership were issued in connection with the
Consulting Agreement. See Item 6.
8
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Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) through (c) of Item 5 hereby are amended in their
entirety to read as follows:
(a)
The Partnership
The aggregate number of shares of the Stock that the Partnership owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,063,265, which
constitutes approximately 20.3% of the outstanding shares of the Stock.
Paragon
Because of its position as the sole general partner of the Partnership,
Paragon may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,063,265 shares of the Stock, which constitutes approximately 20.3% of
the outstanding shares of the Stock.
MAP
Because of his position as the President of Paragon, MAP may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,063,265
shares of the Stock, which constitutes approximately 20.3% of the outstanding
shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
The Partnership
Acting through its sole general partner and assuming exercise in full
of the Unifiber Option, the Partnership has the sole power to vote or to direct
the vote or to dispose or to direct the disposition of 1,063,265 shares of the
Stock.
9
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Paragon
Acting through its President and assuming exercise in full of the
Unifiber Option, and in its capacity as the sole general partner of the
Partnership, Paragon has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 1,063,265 shares of the Stock.
MAP
In his capacity as Paragon's President and assuming exercise in full
of the Unifiber Option, MAP has the sole power to vote or to direct the vote or
to dispose or to direct the disposition of 1,063,265 shares of the Stock.
(c) Except as set forth in Item 6 of this Schedule 13D, to
the best of the knowledge of each of the Reporting Persons, none of the persons
named in response to paragraph (a) has effected any transactions in the Stock
during the past 60 days.
(d)-(e) No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 hereby partially is amended by adding at the end thereof the
following:
On October 7, 1998, the Issuer and the Partnership entered into a
consulting agreement, which is filed herewith as Exhibit 10.9 (the "Consulting
Agreement"). The description that follows of the Consulting Agreement is not,
and does not purport to be, complete, and is qualified in its entirety by
reference to such Exhibit 10.9.
Pursuant to the Consulting Agreement, the Issuer has engaged the
Partnership to provide consulting services with respect to such aspects of the
Issuer's business as the Issuer reasonably may request from time to time on an
"as-needed" basis, and the Partnership has agreed to devote such time and
effort that it reasonably may deem necessary or appropriate to perform such
consulting services. In consideration of past consulting services that the
Partnership has performed for the Issuer, and of the Partnership's willingness
to enter into the Consulting Agreement and to continue to perform such
services, the Issuer has paid to the Partnership a one-time fee in the form of
378,261 shares of the Stock (the "Company Shares").
Pursuant to the Consulting Agreement, the Issuer has agreed to effect
the registration of the Company Shares under the Securities Act of 1933, as
amended, on Form S-3, on terms and conditions satisfactory to the Partnership
(acting in its reasonable discretion), within ninety (90) days after the date
thereof, and to ensure that the Company Shares are listed on the NASDAQ Small
Cap market system at the earliest possible time. In no event, whether pursuant
to early termination of the Consulting Agreement or otherwise, shall any claim
that the Issuer may have under the Consulting Agreement allow recourse against
the Company Shares or impair the
10
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Partnership's ownership interest in the Company Shares or the Partnership's
ability to exercise in full any and all rights appurtenant to its ownership
interest therein.
Pursuant to the Consulting Agreement, the Partnership is exculpated
from liability with respect to the performance of the consulting services
(except to the extent due to the gross negligence or willful misconduct of the
Partnership or, among others, its agents and representatives), and the Issuer
has agreed to indemnify such persons against such liability.
The Consulting Agreement will terminate upon the earliest of (a) ten
years from the date thereof, (b) the effective date that the Issuer terminates
the Consulting Agreement for Cause or without Cause upon no more than sixty and
no less than thirty days prior written notice to the Partnership and (c) the
date that either James Probst or Mel Stonebraker ceases to be an executive
officer of the Issuer with duties, responsibilities and authority substantially
similar to those in effect on the date thereof. Under the Consulting Agreement,
"Cause" means the material and continuing failure of the Partnership to fulfill
its obligations thereunder for at least thirty days following the Partnership's
receipt of written notice from the Issuer specifying such default in reasonable
detail. In the event that either (i) the Issuer effects early termination of
the Consulting Agreement without Cause or (ii) the Agreement terminates
automatically pursuant to clause (c) of the first sentence of this paragraph,
the Partnership shall have no further liability under the Consulting Agreement.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no other contracts, arrangements, understandings or
relationships with respect to the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby partially is amended by adding at the end thereof the
following:
Exhibit 10.9 -- Consulting Agreement dated as of October 7, 1998 by and
between Coyote Sports, Inc. and Paragon Coyote Texas Ltd.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
11
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 1998
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General
Partner
By: /s/ Mark A. Pappas
Mark A. Pappas, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation
By: /s/ Mark A. Pappas
Mark A. Pappas, President
/s/ Mark A. Pappas
MARK A. PAPPAS
12
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.1 Loan Agreement dated as of March 19, 1998 by and among Coyote
Sports, Inc., Mel S. Stonebraker, James M. Probst and Paragon
Coyote Texas Ltd., previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.2 $6,000,000 Promissory Note dated as of March 19, 1998 made by
Coyote Sports, Inc. in favor of Paragon Coyote Texas Ltd.,
previously filed with the Schedule 13D Statement dated March 30,
1998.
10.3 Registration Rights Agreement dated as of March 19, 1998 by and
between Coyote Sports, Inc. and Paragon Coyote Texas Ltd.,
previously filed with the Schedule 13D Statement dated March 30,
1998.
10.4 Security Agreement dated as of March 19, 1998 by and between Mel
S. Stonebraker, as Pledgor, and Paragon Coyote Texas Ltd., as
Secured Party, previously filed with the Schedule 13D Statement
dated March 30, 1998.
10.5 Security Agreement dated as of March 19, 1998 by and between
James M. Probst, as Pledgor, and Paragon Coyote Texas Ltd., as
Secured Party, previously filed with the Schedule 13D Statement
dated March 30, 1998.
10.6 Section 3 Agreement dated as of March 19, 1998 by and among
Robert W. Tennent, Special Trustee of the Tennent Family Trust
dated as of November 20, 1989, Coyote Sports, Inc. and Paragon
Coyote Texas Ltd., previously filed with the Schedule 13D
Statement dated March 30, 1998.
10.7 $6,000,000 Promissory Note dated as of March 19, 1998 made by
Paragon Coyote Texas Ltd. in favor of Don & Marty Management
Group, Inc., previously filed with the Schedule 13D Statement
dated March 30, 1998.
10.8 Pledge Agreement dated as of March 19, 1998 by and between
Paragon Coyote Texas Ltd., as Pledgor, and Don & Marty Management
Group, Inc., as Secured Party, previously filed with the Schedule
13D Statement dated March 30, 1998.
10.9 Consulting Agreement dated as of October 7, 1998 by and
between Coyote Sports, Inc. and Paragon Coyote Texas Ltd., filed
herewith.
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
13
<PAGE> 1
EXHIBIT 10.9
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of October 7, 1998 by and between
Coyote Sports, Inc., a Nevada corporation (the "Company"), and Paragon Coyote
Texas Ltd., a Texas limited partnership (the "Consultant").
W I T N E S S E T H:
WHEREAS, the Company designs, engineers, manufactures, markets and
distributes brand name sports equipment and recreational products worldwide (the
"Business");
WHEREAS, during the spring of 1998 the Company identified the need to
engage the services of a consultant with relevant expertise (financial and
otherwise) to assist the Company in the operation of the Business to the end of
maximizing long-term shareholder value;
WHEREAS, since the spring of 1998 the Consultant has provided such
consulting services to the Company (the "Past Services");
WHEREAS, the Company desires that the Consultant continue to provide such
consulting services on the terms and conditions hereinafter set forth;
WHEREAS, the Consultant is willing to continue to provide such consulting
services on such terms and conditions; and
WHEREAS, the parties desire to memorialize their understanding regarding,
among other things, the Company's payment of consideration for the Past
Services.
NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which the parties hereby
acknowledge, the Company and the Consultant hereby agree as follows:
1. Engagement. The Company hereby engages the Consultant to provide
consulting services with respect to such aspects of the Business as the Company
reasonably may request from time to time on an "as-needed" basis pursuant to the
terms and conditions of this Agreement (the "Services") and the Consultant
hereby accepts such engagement.
2. Term of Agreement. Subject to earlier termination as herein provided,
the term of this Agreement shall be for a period commencing on the date hereof
and ending on the tenth anniversary of the date hereof (the "Term").
Consulting Agreement between Coyote Sports, Inc. and Paragon Texas Coyote Ltd.
As of October 7, 1998 - Page 1 of 7
<PAGE> 2
3. Performance of Services. During the Term, the Consultant shall devote
such time and effort that it reasonably may deem necessary or appropriate to
perform the Services; provided, however, that nothing in this Agreement is
intended, or shall be construed, to require that the Consultant devote any
particular level of staffing or time-commitment to perform the Services.
4. Compensation. In consideration of the Past Services and of the
Consultant's willingness to enter into this Agreement and to perform the
Services, the Company shall pay the Consultant upon the execution and delivery
hereof a one-time fee in the form of 378,261 shares of the Company's common
stock, par value $0.001 per share (the "Company Shares").
5. Company Representations and Warranties. The Company hereby represents
and warrants to the Consultant (with each such representation and warranty's
being conclusively and independently deemed material and relied upon by the
Consultant irrespective of whether such materiality and/or reliance actually
exists) as follows:
(a) the Company was duly incorporated and is validly existing and in
good standing under the laws of the State of Nevada;
(b) the Company has all necessary corporate power and authority to
execute, deliver and perform its obligations under this Agreement;
(c) the Company has duly and effectively taken all corporate action on
the Company's part necessary for the due execution, delivery and
performance of this Agreement;
(d) this Agreement constitutes the Company's valid and binding
obligation, enforceable against the Company in accordance with its
terms (except to the extent that enforcement may be subject to any
applicable bankruptcy, insolvency or similar laws of general
application affecting the enforcement of creditors' rights);
(e) none of the Company's execution, delivery and performance of this
Agreement violates any provision of the Company articles of
incorporation or bylaws, or any contract, agreement, instrument or
governmental requirement to which the Company is a party or by
which the Company or its assets may be bound or affected;
(f) none of the Company's execution, delivery and performance of this
Agreement requires the consent or approval of any other person,
entity or governmental authority;
(g) all of the Company Shares (i) have been duly authorized and validly
issued, (ii) are fully-paid and nonassessable, (iii) have been
issued in compliance with all applicable laws and with all rules
and regulations of the National Association of
Consulting Agreement between Coyote Sports, Inc. and Paragon Texas Coyote Ltd.
As of October 7, 1998 - Page 2 of 7
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Securities Dealers, Inc. and (iv) are free and clear of any and all
liens, security interests, claims, pledges, restrictions,
limitations, charges, encumbrances, preemptive rights (whether
contractual or statutory), rights of first refusal, adverse
interests, constructive trusts or other trusts, attachments,
exceptions to or defects in title or other ownership interests of
any kind (other than any of the above that the Consultant may have
created); and
(h) the Company is entitled to register its securities under the
Securities Act of 1933, as amended (the "Securities Act"), on Form
S-3.
6. Company Covenants. The Company hereby covenants to the Consultant (with
each such covenant's being conclusively and independently deemed material and
relied upon by the Consultant irrespective of whether such materiality and/or
reliance actually exists) as follows:
(a) the Company's representations and warranties set forth in Section 5
hereof shall at all times from and after the date hereof remain
true and correct;
(b) the Company shall effect the registration of the Company Shares
under the Securities Act on Form S-3, on terms and conditions
satisfactory to the Consultant (acting in its reasonable
discretion), within ninety (90) days after the date hereof so that
the Consultant shall be able to sell the Company Shares without
further restriction from and after the date of the effectiveness of
such registration statement; and
(c) the Company shall ensure that the Company Shares are listed on the
NASDAQ Small Cap market system at the earliest possible time.
7. Early Termination.
(a) This Agreement (i) may be terminated by the Company prior to the
tenth anniversary of the date hereof either for Cause or without
Cause upon no more than sixty (60) and no less than thirty (30)
days' prior written notice to the Consultant, and (ii) shall
terminate automatically and without the necessity of further action
in the event that either James Probst or Mel Stonebraker shall
cease to be an executive officer of the Company with duties,
responsibilities and authority substantially similar to those in
effect on the date hereof.
(b) As used herein, (i) the term "Early Termination" shall mean any
termination of this Agreement pursuant to the provisions of
subsection (a) above, and (ii) the term "Cause" shall mean only the
material and continuing failure of the Consultant to fulfill its
obligations hereunder for at least thirty (30) days following the
Consultant's receipt of notice from the Company specifying such
default in
Consulting Agreement between Coyote Sports, Inc. and Paragon Texas Coyote Ltd.
As of October 7, 1998 - Page 3 of 7
<PAGE> 4
reasonable detail.
(c) In the event that either (i) the Company effects Early Termination
of this Agreement without Cause or (ii) this Agreement terminates
automatically pursuant to the provisions of subsection (a)(ii)
above, the Consultant shall have no further liability hereunder.
(d) In the event that the Company effects Early Termination with Cause,
the Company shall have such rights and remedies as may be accorded
by law subject, however, in all cases to the provisions of Section
8 hereof.
8. Confirmation of Ownership of Company Shares. The parties expressly
understand and agree that in no event (including but not limited to any Early
Termination of, or any dispute in connection with, this Agreement) shall the
Company be entitled to cancel, or to effect the return of, the Company Shares or
to take any action that would have the effect of (a) rendering any of the
Company's representations or warranties made in Section 5 hereof untrue in any,
(b) constituting a breach of any of the Company's covenants set forth in Section
6 hereof or (c) otherwise impairing in any way the Consultant's ownership
interest in the Company Shares or the Consultant's ability to exercise in full
any and all rights appurtenant to its ownership interest in the Company Shares.
9. Consultant Exculpation and Company Indemnity. Notwithstanding anything
in this Agreement to the contrary, in no event shall the Consultant or any of
its partners or any of their respective directors, officers, employees,
partners, affiliates (as such term is defined in Rule 12b-2 promulgated under
the Securities Exchange Act of 1934, as amended), members, controlling persons,
representatives or agents (collectively the "Exculpated Parties") be liable or
responsible in any manner for, or with respect to or in connection with, any
liabilities, obligations, claims, causes of action, debts, damages (including,
without limitation, consequential damages), losses, penalties, fines, disputes,
agreements, understandings, costs or expenses (including, without limitation,
attorneys' fees, court costs and costs of investigation) of any kind whatsoever,
whether absolute or contingent, known or unknown, at any time, directly or
indirectly arising from, based upon, relating to or in connection with this
Agreement, the Services or the performance (or lack or alleged lack of
performance) of the Services (each a "Claim"), even if such Claim is due, in
whole or in part, to the negligence of any Exculpated Party. THE COMPANY SHALL
INDEMNIFY, HOLD HARMLESS AND DEFEND, TO THE FULLEST EXTENT ALLOWED BY LAW, EACH
EXCULPATED PARTY FROM AND AGAINST ANY AND ALL CLAIMS, EVEN IF ANY SUCH CLAIM IS
DUE, IN WHOLE OR IN PART, TO THE NEGLIGENCE OF AN EXCULPATED PARTY. THE
INDEMNIFICATION OBLIGATION SET FORTH IN THE IMMEDIATELY-PRECEDING SENTENCE SHALL
NOT APPLY TO THE EXTENT THAT A CLAIM IS DUE TO THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF AN EXCULPATED PARTY.
Consulting Agreement between Coyote Sports, Inc. and Paragon Texas Coyote Ltd.
As of October 7, 1998 - Page 4 of 7
<PAGE> 5
10. Assignment. Neither party may assign its rights or obligations under
this Agreement without the written consent of the other party, which consent
shall not unreasonably be withheld or delayed.
11. Relationship between the Parties. The Company and the Consultant hereby
expressly acknowledge and agree that this Agreement constitutes only a
consulting agreement and that, with respect to the relationship between the
parties created by this Agreement, (a) the parties are not, and shall not be
deemed, joint venturers or partners, (b) the Consultant is not, and shall not be
deemed, an agent of the Company and (c) the Consultant constitutes an
independent contractor.
12. Notices. Any notice required or permitted to be given under or in
connection with this Agreement shall be in writing and shall be delivered (a) by
certified mail, return receipt requested, (b) by reputable overnight delivery
service, (c) by facsimile transmission, confirmed telephonically or (d)
personally to an executive officer of the receiving party. All such
communications shall be mailed, sent or delivered as follows:
If to the Company:
Coyote Sports, Inc.
2291 Arapahoe Avenue
Boulder CO 80302
Attention: Chief Executive Officer
Telephone: 303/417-0942
Facsimile: 303/417-1700
If to the Consultant:
Paragon Coyote Texas Ltd.
307 West Seventh Street, Suite 1210
Fort Worth TX 76102
Attention: Mr. Mark Pappas
Telephone: 817/810-0014
Facsimile: 817/810-0089
Any communication delivered in accordance with this Section shall be deemed
received (a), if delivered by certified mail, return receipt requested, on the
date of delivery indicated on the return receipt, (b), if delivered by overnight
delivery service, on the following business day, (c), if delivered by facsimile
transmission, on the date that the transmission is confirmed telephonically or
(d), if personally to an executive officer of the receiving party, on the date
of such delivery.
Consulting Agreement between Coyote Sports, Inc. and Paragon Texas Coyote Ltd.
As of October 7, 1998 - Page 5 of 7
<PAGE> 6
13. Amendments and Waivers. This Agreement may not be modified, amended or
terminated orally and no waiver of compliance with any provision or condition
hereof and no consent provided for herein shall be effective unless evidenced by
an instrument in writing duly executed by the party hereto sought to be charged
with such waiver or consent. No waiver of any term or provision hereof shall be
construed as a further or continuing waiver of such term or provision or any
other term or provision.
14. Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law as long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party.
15. Survival. All of the Company's representations, warranties and
covenants set forth in this Agreement shall survive the termination of this
Agreement and shall never terminate.
16. Governing Law. This Agreement is a contract made under, and shall be
construed in accordance with and governed by, the laws of the State of Nevada
(other than any such laws that would result in the application of the laws of
any jurisdiction other than the State of Nevada).
17. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Consultant with respect to the subject
matter hereof and supersedes all prior agreements and understandings between
them in such regard.
18. Counterparts; Facsimile Signatures. This Agreement may be executed in
one or more counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument. Signatures
exchanged by facsimile transmission shall be deemed to constitute original,
manually-executed signatures and shall be fully binding.
19. Headings. Headings of the Sections of this Agreement are for the
convenience of the parties only and shall be given no substantive or
interpretive effect whatsoever.
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Consulting Agreement between Coyote Sports, Inc. and Paragon Texas Coyote Ltd.
As of October 7, 1998 - Page 6 of 7
<PAGE> 7
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as
of the date first above written.
COYOTE SPORTS, INC.,
a Nevada corporation
By: /s/ James Probst
Title: Chief Executive Officer
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General Partner
By: /s/ Mark A. Pappas
Mark A. Pappas, President
Consulting Agreement between Coyote Sports, Inc. and Paragon Texas Coyote Ltd.
As of October 7, 1998 - Page 7 of 7
<PAGE> 1
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
PARAGON COYOTE TEXAS LTD.,
a Texas limited partnership
By: Paragon Management Group, Inc.,
a Texas corporation, General
Partner
By: /s/ Mark A. Pappas
Mark A. Pappas, President
PARAGON MANAGEMENT GROUP, INC.,
a Texas corporation
By: /s/ Mark A. Pappas
Mark A. Pappas, President
/s/ Mark A. Pappas
MARK A. PAPPAS
