As filed with the Securities and Exchange Commission
on October 29 , 1999 Reg. No. 33
====================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CHINA PEREGRINE FOOD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 62-1681831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
(561) 625-1411
(Address of principal executive offices)
----------------------------------------
ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)
--------------------
Roy G. Warren
President
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
(Name and address of agent for service)
(561) 625-1411
(Telephone number, including area code of agent for service)
Copy to:
Owen Naccarato, Esq.
19600 Fairchild, Suite 260
Irvine, CA 92612
(949) 851-9261
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,016,000 $0.623 $633,000 $175.97
( par value .001)
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the
following: the exercise price of 516,000 warrants at $0.50 per share and
500,000 warrants at $0.75 per share.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by China Peregrine Food Corporation.
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein:
(a) the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1998 (Commission File No. 0-11734):
(b) all other reports filed by the Company pursuant to Section 13(a)
or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998 through the date hereof;
(c) the Registrant's Form 10SB12G/A, file No. 000-25039 dated March
12, 1999, filed pursuant to Section 12 of the Exchange Act, in which there
is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock, and
(d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officer
The Company's articles of incorporation provides that the Company "shall be
empowered to indemnify" to the full extent of its power to do so, all
directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.
Section 145 of the Delaware General Corporation Law provides in relevant
part as follows:
(1) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim,
issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty
to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine on application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in 1) or (2) of this
subsection, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be
a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to officers and directors of the Company
pursuant to the foregoing provisions or otherwise, we are aware that, in
the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index
to Exhibits on page 8.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes::
(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 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that paragraph (1)(i) and (I)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraph is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.
To remove from registration by mean of a post-effective
amendment any of the securities being registered hereunder that remain
unsold at the termination of the offering.
The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions or otherwise, the Company has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company 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 whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing a 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 North Palm Beach, State of
Florida on October 25, 1999.
CHINA PEREGRINE FOOD CORPORATION:
By /s/ Roy G. Warren
----------------------
Roy G. Warren, Chief
Executive Officer,
President and Director
By /s/ Michael Davis
---------------------
Michael Davis, Chief
Financial Officer
By /s/ Susan Lurvey
---------------------------
Susan Lurvey, Secretary
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Roy G. Warren Chief Executive Officer
- -----------------
Roy G. Warren President and Director October 25, 1999
/s/ Michael Davis Chief Financial Officer October 25, 1999
- -----------------
Michael Davis
/s/ Susan Lurvey Secretary and Treasurer October 25, 1999
- ----------------
Susan Lurvey
</TABLE>
INDEX TO EXHIBITS
Exhibit
NO. Description
- ------- -----------
4.1 Advisory and Consulting Agreements
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
Exhibit 4.1 Advisory and Consulting Agreements
Number of Shares/Options
------------------------
4.1(a) 500,000
4.1(b) 250,000
4.1(c) 266,000
Exhibit 4.1(a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
October 21, 1999, by and between Wayne Coleson, 487 Sherwood Dr.,
Sausalito, CA 94965 ("Consultant") and China Peregrine Food Corporation,
11300 U.S. Highway 1, Suite 202, North Palm Beach, Florida 33408 (the
"Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 20, 2000, unless earlier
terminated in accordance with paragraph 7 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing, blind
pool financing and other preferred and common stock equity private or
public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
250,000 shares of the Company's Common Stock with an exercise price of $.50
per share and 250,000 shares of the Company's Common Stock with an exercise
price of $.75 per share which options shall expire on October 20, 2000 at
5:00 P.M. P.S.T. , subject always to the terms and conditions of the
corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall be
reimbursed for any pre-approved out-of-pocket costs, including, without
limitation, travel, lodging, telephone, postage and Federal Express
charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the
Company, will rely on the continuing accuracy of material, information and
data supplied by the Company. Consultant represents that he has knowledge
of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall
be terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above or
to such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by California Law as
applied to residents of the State of California relating to contracts
executed in and to be performed solely within the State of California. In
the event any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
CHINA PEREGRINE FOOD CORPORATION CONSULTANT
/s/ Roy G. Warren /s/ Wayne Coleson
- ----------------------------------- -----------------------------------
Roy G. Warren, President and Wayne Coleson
Director
Exhibit 4.1(b)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
October 21, 1999, by and between George Furla, 2317 Mount Olympus Dr., Los
Angeles, CA 94402 ("Consultant") China Peregrine Food Corporation, 11300
U.S. Highway 1, Suite 202, North Palm Beach, Florida 33408 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 20, 2000, unless earlier
terminated in accordance with paragraph 7 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing, blind
pool financing and other preferred and common stock equity private or
public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
125,000 shares of the Company's Common Stock with an exercise price of $.50
per share and purchase 125,000 shares of the Company's Common Stock with an
exercise price of $.75 per share, which options shall expire on October 20,
2000 at 5:00 P.M. P.S.T. , subject always to the terms and conditions of
the corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall be
reimbursed for any pre-approved out-of-pocket costs, including, without
limitation, travel, lodging, telephone, postage and Federal Express
charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the
Company, will rely on the continuing accuracy of material, information and
data supplied by the Company. Consultant represents that he has knowledge
of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall
be terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above or
to such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by California Law as
applied to residents of the State of California relating to contracts
executed in and to be performed solely within the State of California. In
the event any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
CHINA PEREGRINE FOOD CORPORATION CONSULTANT
/s/ Roy G. Warren /s/ George Furla
- ----------------------------------- -----------------------------------
Roy G. Warren, President and George Furla
Director
Exhibit 4.1(c)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of
October 21, 1999, by and between Peter Benz, 543 Virginia Street, San
Mateo, CA 94402 ("Consultant") and China Peregrine Food Corporation, 11300
U.S. Highway 1, Suite 202, North Palm Beach, Florida 33408 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in
connection with its business; and
WHEREAS, Consultant can provide the Company with strategic planning
and marketing consulting services and is desirous of performing such
services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on October 20, 2000, unless earlier
terminated in accordance with paragraph 7 herein or extended as agreed to
between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities, and shall review and advise the Company regarding its
overall progress, needs and condition. Consultant agrees to provide on a
timely basis the following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's assets,
resources, products and services;
(b) The implementation of a marketing program to enable the
Company to broaden the markets for its services and promote the image
of the Company and its products and services;
(c) Advise the Company relative to the recruitment and
employment of key executives consistent with the expansion of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances, business
acquisitions and advice with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing, blind
pool financing and other preferred and common stock equity private or
public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any
facts which would affect the accuracy of any data and information
previously supplied pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all financial reports,
all fillings with all federal and state securities agencies; with full and
complete copies of all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or other sales
materials relating to its products or services.
5. COMPENSATION.
The Company will immediately grant Consultant the option to purchase
141,000 shares of the Company's Common Stock with an exercise price of $.50
per share and 125,000 shares of the Company's Common Stock with an exercise
price of $.75 per share, which options shall expire and on October 20, 2000
at 5:00 P.M. P.S.T. , subject always to the terms and conditions of the
corresponding warrant which is being issued in conjunction with this
Agreement. Consultant in providing the foregoing services, shall be
reimbursed for any preapproved out-of-pocket costs, including, without
limitation, travel, lodging, telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information
and data which it supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing representation in
disseminating such information and otherwise performing its advisory
functions. Consultant in the absence of notice in writing from the
Company, will rely on the continuing accuracy of material, information and
data supplied by the Company. Consultant represents that he has knowledge
of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party upon
written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Agreement shall
be terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof.
This Consulting Agreement may be amended only in writing signed by both
Parties.
Notices: Any notice required or permitted to be given hereunder
shall be in writing and shall be mailed or otherwise delivered in person or
by facsimile transmission at the address of such Party set forth above or
to such other address or facsimile telephone number as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of
this Consulting Agreement shall not operate as or be construed to be a
waiver of any other breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of a Party to insist
upon strict adherence to any term of this Consulting Agreement on one or
more occasions will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term of any other term of
this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out
of this Consulting Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Orange County, CA. The interpretation and
the enforcement of this Agreement shall be governed by California Law as
applied to residents of the State of California relating to contracts
executed in and to be performed solely within the State of California. In
the event any dispute is arbitrated, the prevailing Party (as determined by
the arbiter(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by
the Parties as of the date first above written.
CHINA PEREGRINE FOOD CORPORATION CONSULTANT
/s/ Roy G. Warren /s/ Peter Benz
- ----------------------------------- -----------------------------------
Roy G. Warren, President and Peter Benz
Director
Exhibit 5.1
OPINION OF COUNSEL
Owen M. Naccarato
Attorney at Law
19600 Fairchild, Suite 260
Irvine, CA 92612
Office: (949) 851-9261 Fax: (949) 851-9262
Mobil (949) 300-2487
October 25, 1999
China Peregrine Food Corporation
11300 U.S. Highway 1, Suite 202
North Palm Beach, Florida 33408
Re: Registration Statement Form S-8
Gentleman:
I have acted as counsel for China Peregrine Food Corporation (the
"Company"), in connection with the preparation and filing of the Company's
Registration statement on Form S-8 under the Securities Act of 1933, as
amended, (the "Registration Statement"), relating to 1,016,000 shares of
the Company's common stock, $0.001 par value, (the "common stock"),
issuable pursuant to the Company's Advisory and Consultants Agreements,
(the "Plan").
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration
Statement and originals, or copies certified to my satisfaction, of such
records and meetings, written actions in lieu of meetings, or resolutions
adopted at meetings, of the directors of the Company, and such other
documents and instruments as in my judgement are necessary or appropriate
to enable me to render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the
shares of Common Stock issuable with the Plan are duly authorized and, when
issued in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Owen Naccarato
- -----------------------------------
Owen Naccarato, Esq.
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
China Peregrine Food Corporation
11300 US highway 1, Suite 202
North Palm Beach. FL 33408
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated March 31, 1999, relating to the consolidated financial statements of
China Peregrine Food Corporation appearing in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998.
/s/ BDO SEIDMAN, LLP
----------------
BDO SEIDMAN, LLP
Los Angeles, California
October 25, 1999
