<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SIERRA HOLDINGS GROUP, INC.
------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0576421
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5445 South Highland Drive
Salt Lake City, Utah 84117
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(Address of Principal Offices)
Consultant Compensation Agreement No. 1
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(Full Title of the Plan)
Steven D. Moulton
4848 South Highland Drive, #353
Salt Lake City, Utah 84117
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(Name and Address of Agent for Service)
(801) 278-2805
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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 Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common 750,000 $0.01 $7,500 $2.09
voting stock shares
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1 Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the agreed value of
the services to be rendered for the common stock to be
issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
----
A copy of the Consultant Compensation Agreement No. 1 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
---------------------
Copies of the Plan, the Company's Registration Statements on Forms
10-SB, 10-SB-A1 and 10-SB-A2 Registration, 10-KSB Annual Report for the year
ended October 31, 1998, and all 10-QSB Quarterly Reports and any Current
Reports 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 such
participants or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Steven D.
Moulton, President, at the address and telephone number 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 in the EDGAR Archives.
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 effective Registration Statement on Form
10-SB, as amended on Forms 10-SB-A1 and 10-SB-A2;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the Registrant's fiscal year ended June 30, 1996;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no 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.
Item 6. Indemnification of Directors and Officers.
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Under the Nevada Revised Statutes 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.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy.
See subparagraph (h) of Item 9 below.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None; not applicable.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company,
Certified Public Accountants
99.1 Participants' Letter
99.2 Consultant Compensation Agreement No. 1
Exhibit A Counterpart Signature Page
of Wayne Hicken
Exhibit A-1 Response to Participant Letter
of Wayne Hicken
Exhibit A-2 Invoice from Wayne Hicken
Exhibit B Counterpart Signature Page
of Steven D. Moulton
Exhibit B-1 Response to Participant Letter
of Steven D. Moulton
Exhibit B-2 Invoice from Steven D. Moulton
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, in the City of Salt Lake, State of Utah.
REGISTRANT:
Date: 2/8/99 By: /s/ Steven D. Moulton
Steven D. Moulton
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 2/8/99 By: /s/ Steven D. Moulton
Steven D. Moulton
President and Director
Date: 2/8/99 By: /s/ Jeff Taylor
Jeff Taylor
Vice President and Director
Date: 2/8/99 By: /s/ Michelle Wheeler
Michelle Wheeler
Secretary/Treasurer and Director
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________
SIERRA HOLDINGS GROUP, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
99.1 Participants' Letter
99.2 Consultant Compensation Agreement No. 1
Exhibit A Counterpart Signature Page
of Wayne Hicken
Exhibit A-1 Response to Participant Letter
of Wayne Hicken
Exhibit A-2 Invoice from Wayne Hicken
Exhibit B Counterpart Signature Page
of Steven D. Moulton
Exhibit B-1 Response to Participant Letter
of Steven D. Moulton
Exhibit B-2 Invoice from Steven D. Moulton
[LETTERHEAD OF BRANDEN T. BURNINGHAM]
February 8, 1999
Sierra Holdings Group, Inc.
5445 South Highland Drive
Salt Lake City, Utah 84117
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Sierra Holdings Group, Inc., a Nevada corporation
Board of Directors:
As counsel for Sierra Holdings Group, Inc., a Nevada corporation
(the "Company"), and in connection with the issuance of up to 750,000 shares
of the Company's $0.001 par value common stock to two individual consultants
(the "Securities") pursuant to a "Consultant Compensation Agreement No. 1,"
dated February 4, 1999, (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 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. By-laws;
3. Registration Statement on Form 10-SB, as amended on Form 10-SB-
A1 and Form 10-SB-A2;
4. Quarterly Reports on Form 10-QSB for the quarterly periods
ended April 30, 1998, and July 31, 1998.
5. A copy of the Plan; and
6. 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 responses; and
7. 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.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to
me as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising
transactions."
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 6, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable. 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 Nevada 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.
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
[LETTERHEAD OF BRANDEN T. BURNINGHAM]
February 8, 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 Sierra Holdings Group, Inc., a Nevada corporation
(the "Registrant"), SEC File No. 0-23995, to be filed
on or about February 8, 1999, covering the
registration and issuance of up to 750,000 shares of
common stock to two individual consultants.
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement of the Registrant.
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
cc: Sierra Holdings Group, Inc.
[LETTERHEAD OF JONES, JENSEN & COMPANY]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
January 27, 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 Sierra Holdings Group, Inc., a Nevada corporation
(the "Registrant"), SEC File No. 0-23995, to be filed
on or about January 29, 1999, covering the
registration and issuance of 750,000 shares of common
stock to two individual consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended
October 31, 1998 and 1997, dated November 24, 1998, in the above referenced
Registration Statement. We also consent to the use of our name as experts in
such Registration Statement.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Certified Public Accountants
[LETTERHEAD OF BRANDEN T. BURNINGHAM]
January 26, 1999
Mr. Wayne Hicken
457 South 500 East
Heber City, Utah 84032
Mr. Steven D. Moulton
4848 South Highland Drive, #353
Salt Lake City, Utah 84117
Re: Issuance of compensatory shares of common stock of
Sierra Holdings Group, Inc., a Nevada corporation (the
"Company"), to Wayne Hicken and Steven D. Moulton,
consultants, to be registered on Form S-8 of the
Securities and Exchange Commission
Dear Messrs. Hicken and Moulton:
I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a written compensation agreement to be prepared by this office.
I have prepared a brief Memorandum of the proposed amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the
types of services you are to render, and please facsimile me a copy of this
Memorandum, with your typed comments (I cannot scan hand written notations for
an EDGAR filing), indicating, if applicable, that these prohibitions do not
relate to you or the services you are to render. If you provide separate hand
written comments, I will be happy to have them typed on this Memorandum.
I am also enclosing copies of the Company's 10-KSB Annual Report
for the fiscal year ended October 31, 1998, the 10-QSB Quarterly Reports for
the past twelve months, and a copy of the written compensation agreement
regarding the shares to be issued pursuant to the S-8.
Thank you very much.
Yours very sincerely,
/s/ Branden T. Burningham
BTB/sr
Enclosures
cc: Sierra Holdings Group, Inc.
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
4th day of February, 1999, among Sierra Holdings Group, Inc., a Nevada
corporation ("Sierra"); and Wayne Hicken, and Steven D. Moulton, who have
executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Pages which are designated as Exhibits "A" and "B"
hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Sierra has adopted a
Compensation Agreement for compensation of two individual Consultants who are
natural persons; and
WHEREAS, Sierra has engaged the Consultants to provide services at
the request of and subject to the satisfaction of its management; and
WHEREAS, a general description of the nature of the services
performed by the Consultants and the maximum value of such services under this
Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Sierra 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 (the "Commission")
pursuant to which Sierra may issue "freely tradeable" shares of its common
stock as payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Sierra,
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Sierra hereby employs the Consultants and the
Consultants hereby accept such employment during the term hereof. The
services performed by the Consultants hereunder shall 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 shall be 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 Sierra
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 agreed to render to Sierra.
1.3 Term. All services performed at the request of Sierra by
the Consultants shall have been performed within 180 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 180 day
period by written agreement of Sierra and any one of the Consultants.
1.4 Payment. Sierra and the Consultants agree that Sierra shall
pay the invoices of the Consultants for the services performed under this Plan
by the issuance of shares of its common stock at a price of $0.01 per share;
provided, however, such shares of common stock shall be issued pursuant to and
shall be subject to the filing and effectiveness of a Registration Statement
on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Sierra with a written invoice detailing the services duly performed.
Such invoices shall be paid by Sierra in accordance with Section 1.4 above,
subject to the satisfaction of the management of Sierra 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 Sierra 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 Sierra that may be issued by Sierra 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
Sierra shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Sierra, 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 Sierra in writing
prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Sierra and the Consultants agree that the per share price of
shares of common stock that may be issued by Sierra to the Consultants for
services performed under this Plan has been arbitrarily valued due to the lack
of any established market for Sierra's common stock; however, in the event
Sierra 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 Sierra
prior to the issuance of shares to the Consultants, 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
conditions, to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and
outstanding shares of common stock of the Company on the
date of issuance; and,
The shares issued to "affiliates" will bear a control
restrictive legend.
Section 2
Representations and Warranties of Sierra
Sierra represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Sierra is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
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 Sierra has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Sierra 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 Sierra.
2.3 Registration Statement on Form S-8. Sierra 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 to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which 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 Sierra; and Sierra 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.
Sierra 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. Sierra 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. Sierra is required to file
reports with the Commission pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Sierra has filed or
will file with the Commission all reports required to be filed by it
forthwith, and such reports are or will be true and correct in every material
respect.
2.7 Corporate Authority and Due Authorization. Sierra 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 Sierra
hereunder have been duly authorized by all requisite corporate action on the
part of Sierra, and this Plan constitutes a valid and binding obligation of
Sierra and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Sierra.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Sierra as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Sierra for the services performed pursuant to this Agreement.
The services performed by the Consultants hereunder shall be personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, he has the experience and knowledge to evaluate the risks and
merits attendant to an investment in shares of common stock of Sierra, either
singly or through the aid and assistance of a competent professional, and is
fully capable of bearing the economic risk of loss of the total investment of
services.
3.3 Suitability of Investment. During the term of this Plan,
each of the Consultants shall provide the services outlined in the respective
Counterpart Signature Pages to Sierra, and the Consultants, singly, or through
the advice of a competent professional, fully believe that an investment in
shares of common stock of Sierra 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
Sierra 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
Sierra 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 Sierra 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 Sierra and the respective Consultants in
writing; or (2) by either the directors of Sierra or the respective
Consultants if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party. This Plan 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 Sierra 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 Sierra: Sierra Holdings Group, Inc.
5445 South Highland Drive
Salt Lake City, Utah 84117
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 Nevada, 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 Sierra 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.
SIERRA HOLDINGS GROUP, INC.,
a Nevada corporation
By /s/ Steven D. Moulton
Steven D. Moulton, President
<PAGE> EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Sierra and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Wayne Hicken
457 South 500 East
Heber City, Utah 84032
Date: /s/ Wayne Hicken
(Signature)
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising financial 500,000 shares
consulting services $5,000
<PAGE>
EXHIBIT A-1
February 4, 1999
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Sierra Holdings Group, Inc., a Nevada corporation (the
"Company")
Dear Mr. Burningham:
Thank you for your letter dated January 26, 1999, regarding the S-
8 proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include consulting on the structure of the Company.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Wayne P. Hicken
<PAGE>
EXHIBIT A-2
Wayne P. Hicken
457 South 500 East
Heber City, utah 84124
February 4, 1999
Sierra Holdings Group, Inc.
STATEMENT:
Retainer Consulting Fee: $3,500
Review of Articles of Incorporation and amendments, review of Articles of
Incorporation for Nevada. Review Bylaws and conversation with Steve Moulton.
Review of due diligence, review accountants report. Meeting with Mr. Moulton.
Talking points covered in meeting with Steve Moulton.
1. Need to increase shareholder base.
2. What if any splits will or could occur.
3. Does Sierra Holdings Group, Inc. have enough cash to continue with
audits and filing fees, if company does not find a merger
candidate in the near term (6 months).
4. When Sierra Holdings Group, Inc. is ready may be able to suggest
possible merger candidates.
Meeting fee: $1,500
Consulting fee: 500,000 shares as per agreement
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Sierra and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
Steven D. Moulton
4848 So. Highland Dr., #353
Salt Lake City, Utah 84117
Date: 2/8/99 /s/ Steven D. Moulton
(Signature)
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising financial 250,000 shares
consulting services $2,500
<PAGE>
EXHIBIT B-1
February 4, 1999
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Sierra Holdings Group, Inc., a Nevada corporation (the
"Company")
Dear Mr. Burningham:
Thank you for your letter dated January 26, 1999, regarding the S-
8 of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include execution of documents and the operation of the Company.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Very truly yours,
/s/ Steven D. Moulton
EXHIBIT B-2
February 4, 1999
Sierra Holdings Group, Inc.
Statement:
Sept.
Review of Articles of Incorporation and amendments, review of Articles of
Incorporation for Nevada, review agreements and plan of merger and formation
of subsidiary, review of articles of merger plan, review bylaws.
Oct.
Review of due diligence, regarding 10-SB. Meet with attorney on preparation
of Form 10-SB. Review accountants report.
Dec-Jan.
Telephone conversation with attorney regarding Form 10-SB-A1. Meeting with
attorney regarding 10-QSB. Meeting with Board on 10-QSB and S-8 filing.
Final review of Board minutes and filing.
Consulting Fee: 250,000 shares as per compensation agreement
