<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1998
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POWER TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 88-0395816
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 WEST BONANZA ROAD, LAS VEGAS, NEVADA 89106
- --------------------------------------------------------------------------------
(Address of principal executive offices)
STOCK COMPENSATION PLAN
- --------------------------------------------------------------------------------
(Full title of Plan)
STEPHEN A. ZRENDA, JR., ESQ.
STEPHEN A. ZRENDA, JR., P.C.
100 NORTH BROADWAY
SUITE 1520
OKLAHOMA CITY, OKLAHOMA 73102-8601
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(405) 235-2111
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
LEE A. BALAK, PRESIDENT
POWER TECHNOLOGY, INC.
1000 WEST BONANZA ROAD
LAS VEGAS, NEVADA 89106
(702) 382-3385
---------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be registered Registered(1) Price per Share(2) Aggregate Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, 300,000 shares $0.54 $162,000 $451
$.001 par value
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), this Registration
Statement also covers an indeterminate number of additional shares
that may be issued in connection with share splits, share dividends
or similar transactions relating to the plans/consulting agreements
described herein.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely
for the purpose of calculating the registration fee, based on the
average of the bid and asked prices of the Company's common stock
as reported within five business days prior to the date of this
filing.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
*
* The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"). Such document(s)
are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant
to Item 3 of Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this
Registration Statement:
(a) The Company's Form 10-SB Registration Statement filed by the Company
(SEC File No. 0-24857) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), with the Commission on September 1,
1998.
(b) All reports to be filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the filing of the Form 10-SB Registration Statement
referred to in (a) above.
All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Form S-8 Registration Statement and to be
a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is
a part hereof (the "Prospectus") to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Form S-8 Registration Statement and the Prospectus.
All documents incorporated by reference herein will be made available to
all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon
written or oral request. All requests for documents shall be directed to:
Lee A. Balak, President
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106
(702) 382-3385
3
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Nevada corporation. Section 78.751 of the General
Corporation Law of Nevada (the "GCL") provides authority for broad
indemnification of officers, directors, employees and agents of a
corporation, with certain specified exceptions.
The Twelfth Article of the Company's Articles of Incorporation
provides that the Company shall have the power to indemnify its directors,
officers, employees and agents to the fullest extent allowed by the GCL.
At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 78.752 of the GCL, nor does
the Company have indemnification agreements with any of its directors,
officers, employees or agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement
to: (i) include any prospectus required by Section 10(a)(3) of
the Securities Act; (ii) reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be selected in the
form of a prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration" table in the
4
<PAGE>
effective registration statement; and (iii) include any 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, that provisions (i) and (ii) of this
undertaking are inapplicable if the information to be filed
thereunder is contained in periodic reports filed by the Company
pursuant to the Exchange Act that are incorporated by reference
into the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities 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; and
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
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 and, is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than director, officer or controlling person
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 and will be governed by the final
adjudication of such issue.
(c) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on November 5, 1998.
POWER TECHNOLOGY, INC.
By: /s/ Lee A. Balak, President
-------------------------------------
Lee A. Balak, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 29, 1998. Each person whose signature to the
Registration Statement appears below hereby appoints Lee A. Balak and Alvin
A. Snaper, or either one of them, as such person's attorney-in-fact with full
power to act alone, with full power of substitution or resubstitution, for
such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the
capacities stated below, and to file any and all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions as such attorney-in-fact may
deem necessary or appropriate.
<TABLE>
<S> <C>
/s/ Lee A. Balak /s/ Alvin A. Snaper
- ----------------------------------------------- -----------------------------------------------
Lee A. Balak Alvin A. Snaper
Director, President and Chief Financial Officer Secretary, Vice President and Director
(Principal Financial and Accounting Officer)
/s/ Hugo P. Pomrehn /s/ William E. McNerney
- ----------------------------------------------- -----------------------------------------------
Hugo P. Pomrehn William E. McNerney
Director Director and Executive Vice President
</TABLE>
6
<PAGE>
POWER TECHNOLOGY, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 Consulting Agreements
5.1 Opinion of Stephen A. Zrenda, Jr., P.C.
23.1 Consent of Stephen A. Zrenda, Jr., P.C.
23.2 Consent of Crouch, Bierwolf & Chisholm
24.1 Power of Attorney (included on Signature Page to the Registration Statement)
</TABLE>
7
<PAGE>
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT, made this 31st day of
March, 1998, by and between: POWER TECHNOLOGY, INC. located at 1000 West
Bonanza Road, Las Vegas, NV 89106 (hereinafter "COMPANY") and CARLISLE
COMMUNICATIONS, located at 350 North Sycamore Avenue, Los Angeles, CA 90036
(hereinafter "CONSULTANT") engaged in providing financial public relations
services.
WITNESS THAT:
WHEREAS, the COMPANY desires financial public relations services and
financial consulting services and desires to employ CONSULTANT to provide
such services as an independent contractor consultant, and CONSULTANT is
agreeable to such employment, and the parties desire a written document
formalizing and defining their relationship and evidencing the terms of their
agreement;
NOW, THEREFORE, intending to be legally bound, and in consideration
of the mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT. The COMPANY hereby appoints CONSULTANT as its
financial public relations counsel and hereby retains and employs CONSULTANT,
on the terms and conditions of the Agreement. CONSULTANT accepts such
appointment and agrees to perform the services upon the terms and conditions
of the Agreement.
2. TERM. The term of this Agreement shall begin as of April 3, 1998
and shall be terminated on July 3, 1998, unless extended by mutual consent of
the parties upon terms to be negotiated 15 days prior to the termination date.
3. SERVICES. (a) CONSULTANT shall act, generally, as financial public
relations counsel, essentially acting as advisor to the COMPANY with respect
to communications and information (e.g. press releases, company profile,
shareholder reports, etc.) as well as planning, designing, developing,
organizing, writing and assisting in the distribution of such communications
and information.
(b) CONSULTANT shall seek to make the COMPANY, its management, its
products and its financial situation and prospects, known to, broker-dealers,
mutual funds, institutional investors, market makers, analysts, investment
advisors, and other members of the financial community. In addition, the
CONSULTANT will focus on building a strong link with the COMPANY's existing
shareholder base and provide a high level of communications with them as well
as new shareholders.
(c) CONSULTANT, in providing the foregoing services, shall not be
responsible for the costs of providing the expenses for postage and long
distance telephone calls to brokers. In addition, delivery service (e.g.
Federal Express) as well as compensation to third party vendors, copywriters,
staff writers, art and graphic personnel, printing, etc. CONSULTANT'S
compensation under Paragraph 7 shall be deemed to not include these
additional costs and expenses.
4. LIMITATIONS ON SERVICES. The parties recognize that certain
responsibilities and obligations are imposed by federal and state securities
laws and by the applicable rules and regulations of stock exchanges, the
National Association of Securities Dealers, in-house "due
1
<PAGE>
diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, CONSULTANT agrees:
(a) CONSULTANT shall NOT release any financial or other information
or data about the COMPANY without written consent and approval of at least
one officer of the COMPANY.
(b) CONSULTANT shall NOT conduct any meetings with financial analysts
without informing the COMPANY in advance of the proposed meetings and the
format or agenda of such meeting and the COMPANY may elect to have a
representative of the COMPANY attend any such meetings.
(c) CONSULTANT shall NOT release any information or data about the
COMPANY to any selected or limited person(s), entity, or group if CONSULTANT
is aware that such information or data has not been generally released or
promulgated.
(d) CONSULTANT shall NOT release or use for any other purpose, data
on the COMPANY'S investors or potential investors without the written
commission of the COMPANY.
(e) After notice by the COMPANY of a filing for a proposed public
offering of securities of the COMPANY, and during any period of restriction
on publicity, CONSULTANT shall not engage in any public relations efforts not
in the normal course without approval of counsel for the COMPANY and of
counsel for the underwriter(s), if any.
5. DUTIES OF THE COMPANY. (a) COMPANY shall supply CONSULTANT on a
regular and timely basis with all approved data and information about the
COMPANY, its management, its products, and its operations and COMPANY shall
be responsible for advising CONSULTANT of any facts which would affect the
accuracy of any prior data and information previously supplied to CONSULTANT
so that CONSULTANT may take corrective action. The parties further
acknowledge that Consultant undertakes no responsibility for the accuracy of
any statements to be made by management contained in press releases or other
communication.
(b) COMPANY shall promptly supply CONSULTANT with full and complete
copies of all filings with all federal and state securities agencies; with
full and complete copies of all shareholder reports and communications
whether or not prepared with CONSULTANT's assistance; with all data and
information supplied to any analyst, broker-dealer, market maker, or other
member of the financial community; and with all product/services brochures,
sales materials, etc.
(c) COMPANY shall promptly notify CONSULTANT of the filing of any
registration statement for the sale of securities and of any other event
which triggers any restrictions on publicity.
(d) COMPANY shall contemporaneously notify CONSULTANT if any
information or data being supplied to CONSULTANT has not been generally
released or promulgated.
(e) It is agreed that the CONSULTANT'S services will not include any
services that constitute the rendering of legal opinions or performance of
work that is in the ordinary purview of a Certified Public Accountant or any
work that is the ordinary purview of a registered Broker/Dealer.
6. REPRESENTATION AND INDEMNIFICATION. The COMPANY shall be deemed to
make a continuing representation of the accuracy of any and all material
facts, material information, and data which it supplies to CONSULTANT and the
COMPANY acknowledges its awareness that CONSULTANT will rely on such
continuing representation in disseminating such information and otherwise
performing its public relations functions.
7. COMPENSATION (a) The COMPANY shall pay CONSULTANT $5,000 USD per
month for the term of this Agreement.
(b) The COMPANY shall reimburse CONSULTANT for expenses (#3c). Any
additional expenses will be on a pre-approved basis in writing.
2
<PAGE>
8. BILLING AND PAYMENT. The monthly base fee (#7a) shall be due and
payable on the 3rd day of each month. Expenses shall be reimbursed bi-monthly
(#7b).
9. RELATIONSHIP OF PARTIES. CONSULTANT is an independent contractor,
responsible for compensation of its agents, employees and representatives, as
well as all applicable withholding therefrom and taxes thereon (including
unemployment compensation) and all workmen's compensation insurance. This
Agreement does not establish any partnership, joint venture, or other
business entity or association between the parties and neither party is
intended to have any interest in the business or property of the other.
10. TERMINATION. This Agreement may be terminated by either party.
Upon termination, full compensation and payment of any outstanding expenses
to CONSULTANT is required for COMPANY or receive all files, records,
databases and material.
11. ATTORNEY FEES. Should either party default in the terms or
conditions of the Agreement and suit be filed as a result of such default,
the prevailing party shall be entitled to recover all costs incurred as a
result of such default including all costs and reasonable attorney fees,
expenses and court costs through trial and appeal.
12. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the party shall not operate or be construed as
a waiver of any subsequent breach by the other party.
13. ASSIGNMENT. The rights and obligations of the parties under this
Agreement shall inure to the benefit of, and shall be binding upon, the
successors and assigns of the parties.
14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified mail,
return receipt requested, to the principal office of the party being notified.
15. ENTIRE AGREEMENT. This instrument contains the entire agreement
of the parties and may be modified only by Agreement in writing, signed by
the party against whom enforcement of any waiver, change, modification,
extension or discharge is sought. This Agreement shall be governed for all
purposes by the laws of the State of California. If any provision of this
Agreement is declared void, such provision shall be deemed severed from this
Agreement, which shall otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound, have executed the Agreement.
CARLISLE COMMUNICATIONS POWER TECHNOLOGIES, INC.
By: /s/ Anita Carlisle By: /s/ Lee Balak
-------------------- --------------------
Anita Carlisle Lee Balak, President
Dated: April 3, 1998 Dated: April 3, 1998
---------------- -----------------
3
<PAGE>
PWTC/CCC AGREEMENT
APRIL, 1998
POWER TECHNOLOGY, INC.
AND
CONCEPT CONSULTING CORPORATION
CONSULTING AGREEMENT
APRIL 1, 1998
Page 1 of 4
<PAGE>
PWTC/CCC AGREEMENT
APRIL, 1998
POWER TECHNOLOGY, INC.
CONSULTING AGREEMENT
BETWEEN
CONCEPT CONSULTING CORPORATION (CCC)
THE PARTY OF THE FIRST PART,
AND:
POWER TECHNOLOGY, INC. (PWTC)
THE PARTY OF THE SECOND PART,
WHEREAS:
a) CCC is a Nevada corporation, located at One World Trade Center, Long
Beach, California, 90831-0800. CCC has experience relating to financial
matters, the raising of capital for corporations, and financial
connections for interested parties in the technology business as it
pertains to United States communications, financing, and information on
Power Technology, Inc. and it's principals. CCC is aware of past
financial commitments, the parties involved, and a future planned
infrastructure for this developing technology company, Power Technology,
Inc.
b) PWTC requires assistance in the United States of America to acquire
financial partners related to funding, working capital, and growth
capital from interested parties in the technology business. This
corporation, PWTC, with it's head office in Las Vegas, Nevada, is
involved in the development of new technologies relating not only to
the electric battery industry but to a variety of other technologies
related to safety and the environment. The president of the company, Mr.
Lee Balak, is a Canadian citizen, not located in the United States
presently.
c) PWTC has engaged a United States Attorney to monitor and qualify the
Over the Counter Bulletin Board Trading Company (PWTC) in the United
States in preparation for the expansion into a commercial enterprise and
a qualified reporting public company. CCC would be available to assist
and provide financial connections to expand the corporate base of PWTC,
coordinated through the President's office. As well, CCC would be
available to assist in the organization of communications networks
within the industry to further the interest in products to be produced
by Power Technology, Inc.
d) PWTC requires a United States consultant, familiar with it's corporate
affairs, to relay the message of it's technology to potential investor
corporations and individual brokers from whom PWTC would enjoy support.
Page 2 of 4
<PAGE>
PWTC/CCC AGREEMENT
APRIL, 1998
e) PWTC requires a United States consultant to introduce to United States
licensed brokers, the nature of the PWTC business, with a view to
furthering the interest and support for the battery technology of this
corporation. CCC offers the ability to script announcements, and deliver
organized material to interested parties.
f) CCC and it's principal, through it's experience as a financial
programmer, the former president of a mortgage company, and it's
association with contacts from around the world, as well as their
extensive connections in the United States currently, all contribute to
making CCC the candidate of choice for PWTC. PWTC intends to engage CCC
in regard to achieving it's objectives in the United States, and around
the world in relation to infrastructure development, and financial
organization within the United States.
g) CCC and PWTC are agreeable to forming a business consulting relationship
using the services of CCC to benefit PWTC along the lines of those
parameters outlined above. This contract is contingent on the services
of Brian Slobogian being provided for the benefits of PWTC through CCC.
NOW THEREFORE, IT IS AGREED THAT:
1) CCC agrees to become a consultant for financial matters, business
organization, and corporate restructuring in relation to United States
operations for PWTC effective 01 April, 1998.
2) PWTC agrees to engage CCC or nominee as it's consultant for financial
matters, product development, and corporate structuring in relation to
it's United States operations effective 01 April, 1998.
3) CCC agrees to a term on this contract for a period of one year through
February 28, 1999, and thereafter, the contract is to be renewable for
one year terms by mutual agreement between CCC and PWTC, dealing in the
battery technology business.
4) CCC agrees to remain situated in the United States as the basis for
operations in regard to it's dealings with PWTC.
5) PWTC agrees to compensate CCC for their services on the following basis:
i) Monthly compensation for services $5,000.00 USD paid quarterly
in stock.
ii) Monthly expenses within reason Invoice - Payable on receipt
iii) Incidental & Travel Expenses Invoice - Payable on receipt
iv) Annual bonus To be determined
v) Compensation for financial support
and structuring assistance: Nasdaq fee schedule
vi) Options on 200,000 shares of PWTC at $4.00 per share exercisable
within a two year period.
6) CCC agrees to maintain an office on behalf of PWTC as a corporate
contact in regard to the distribution of information related to
corporate operations in the United States, and the general and detailed
plan for the promotion of Power Technology, Inc. in the United States.
7) CCC & PWTC agree to proceed under this contract on a performance basis.
Page 3 of 4
<PAGE>
PWTC/CCC AGREEMENT
APRIL, 1998
8) Termination of this contract will be for recognized non-performance, and
will require a 60 day notice period to CCC with a buy out requirement to
CCC from PWTC of 25,000 shares.
Now, therefore, it is agreed that this contract shall become effective as of
the 1st Day of April, 1998, and that the working relationship between PWTC
and CCC et al will be on a contract basis, corporate in nature.
AGREED AND ACCEPTED ON THIS 1 DAY OF June, 1998.
--- ---- --
POWER TECHNOLOGY, INC.
PER:
/s/ Lee Balak
----------------------
(LEE BALAK, PRESIDENT)
AGREED AND ACCEPTED ON THIS 1st DAY OF June, 1998.
--- ---- --
CONCEPTS CONSULTING CORPORATION
PER:
/s/ B.W.Slobogian
----------------------------
(BRIAN SLOBOGIAN, PRESIDENT)
Page 4 of 4
<PAGE>
IC HOLDINGS II, LLC
INVESTOR RELATIONS CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") is between IC Holdings II, LLC ("ICC")
and Power Technology, Inc ("PWTC"), located at 1000 West Bonanza Road, Las
Vegas, Nevada 89106. The date of this Agreement is April 6, 1998 ("Effective
Date").
WHEREAS, ICC is engaged in the business of providing investor
relation services to publicly traded companies.
WHEREAS, PWTC is a corporation whose shares of common stock are
publicly traded on the OTC Bulletin Board exchange under the symbol "PWTC".
WHEREAS, PWTC desires to retain ICC to provide investor relations
services to PWTC upon the terms and condition set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties agree as follows:
1. CONSULTING SERVICES. In consideration of the cash payments and
the stock options outlined below, ICC shall provide PWTC with investor
relations consulting services. Such services shall include representing PWTC
with respect to corporate identity, education and public relations.
2. CONSIDERATION.
(a) Upon the execution of this Agreement, PWTC shall pay ICC the
sum of $3000.00. PWTC shall pay ICC an additional $3000.00 on the 10th day of
each month hereafter for as long as PWTC continues to utilizes ICC's services
pursuant to this Agreement.
(b) In addition to the cash consideration set forth above, PWTC
shall immediately grant ICC stock options entitling ICC, or its designated
assignees, the right to purchase a total of 100,000 shares of the common
stock of PWTC at the strike prices as follows:
33,333 common shares at $2.00 per share
33,333 common shares at $3.00 per share
33,333 common shares at $4.00 per share
Page 1 of 4
<PAGE>
Options to purchase 30,000 shares (30% of the total provided
hereunder): 10,000 shares at $2.00, 10,000 shares at $3.00, 10,000 shares at
$4.00 shall immediately vest in ICC, or its designated assignees. The
remaining options shall vest in ICC, or its designated assignees, ratably
over the twelve (12) month period commencing thirty (30) days after the
Effective Date.
(c) All stock options granted pursuant to this Agreement shall be
exercisable for a period of five (5) years from the date that such options
are granted.
(d) The term of this contract shall be one year.
3. REIMBURSEMENT OF EXPENSES. ICC shall incur certain expenses in
connection with the consulting services rendered hereunder, including, but
not limited to printing, web page set up and maintenance, facsimile, mail and
courier, office, telephone, travel and entertainment. All expenses incurred
by ICC on behalf of PWTC shall be borne by PWTC after it has authorized such
expenses in writing. No written authorization from PWTC shall be necessary
prior to incurring such telephone expenses, with the exception that should an
extraordinary telephone expense occur, PWTC shall preauthorize the
expenditure. To the extent that ICC pays any of such expenses directly. PWTC
shall, within five (5) business days, reimburse ICC for such expenses upon
submission of appropriate substantiation.
4. STOCK OPTIONS. Within twenty (20) days from the vesting period
for any Options granted to ICC hereunder, or a reasonable period thereafter
subject to ICC's acceptance, PWTC shall direct its transfer agent to send to
ICC one or more stock option certificates (as shall be requested by ICC)
evidencing ICC's ownership of the Options granted herein that have vested in
ICC. ICC understands that its ownership of the Options shall not be
transferred, assigned, hypothecated, or otherwise, unless it shall have
received PWTC's prior written approval, except to officers, directors,
employees and/or associates of ICC. In the event that any class of PWTC stock
is registered, all shares acquired through the stock options granted
hereunder shall be registered shares. The filing of the registration
statement shall have no bearing on the Vesting Period requirements hereunder
for the Options.
5. INDEMNIFICATION. Each party to this Agreement shall indemnify and
hold harmless the other from and against any and all obligations,
liabilities, damages, costs, and expenses, including reasonable attorneys'
fees, which either may incur in connection with or attributable to any
litigation that may arise as a result of either party representing and acting
on behalf of the other pursuant to this Agreement, except to the extent that
either party is found to be grossly negligent or having committed an act of
intentional misconduct.
6. APPLICABLE LAW; VENUE. Upon the execution of this Agreement by
PWTC, this Agreement shall be deemed to have been executed in the state of
Maryland. Accordingly, the validity, enforcement, and performance of this
Agreement shall be governed and determined by the internal laws of the State
of Maryland.
Page 2 of 4
<PAGE>
7. SEVERABILITY. If any provision of this Agreement is held invalid
or unenforceable, it shall be adjusted rather than voided, if possible, in
order to achieve the intent of the parties to the extent possible. In any
event, all other provisions of this Agreement shall be deemed valid and
enforceable to the fullest extent possible.
8. TERMINATION, MODIFICATION, OR WAIVER. This Agreement cannot be
terminated or canceled except as expressly provided. This Agreement may be
terminated by either party upon thirty (30) days prior notice and payment for
all services rendered through the date of termination. All stock options and
common stock shares earned and vested by ICC may not be canceled. No
amendment, alteration, or change to this Agreement shall be effective unless
in writing and signed by ICC and PWTC. Failure to exercise any remedy that
ICC may have or any other acquiescence in the default of PWTC shall not
constitute a waiver of any obligations of PWTC.
9. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal and
legal representatives, successors and assigns.
10. COUNTERPARTS. For the convenience of the parties hereto, any
number of counterparts hereof may be executed, and each such executed
counterpart shall be deemed to be an original instrument.
11. AUTHORITY. All provisions, terms and conditions of this Agreement
have been duly consented to, ratified, approved, and adopted by the Board of
Directors of the PWTC, and appropriate authority has been delegated to the
undersigned officers of PWTC to execute this Agreement.
12. PARAGRAPH HEADINGS. The paragraph headings contained in this
Agreement are for convenience only and shall in no manner be construed as a
part of this Agreement.
13. GENDER AND NUMBER. Where the context so requires, the masculine
gender shall be construed to include the feminine and/or neuter and vice
versa, and the singular shall be construed to include the plural and the
plural the singular.
14. FUTURE ACTS. The parties agree to execute and deliver such
documents and perform any acts which are or may become necessary to
effectuate and carry out the purposes of this Agreement.
15. INTEGRATION. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes
and terminates all prior agreements, arrangements and policies between the
parties with respect to the subject matter hereof.
16. NOTICES. Any notice or other communication required or permitted
under this Agreement shall be in writing and shall be furnished either by
personal delivery, overnight mail
Page 3 of 4
<PAGE>
or by certified mail, return receipt requested, to the principal office
address of the party to whom such notice is being sent.
Official Addresses: Investor Communications Company, LLC.
15245 Shady Grove Road
Suite 400
Rockville, Maryland 20850
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106
17. COPYRIGHTS. In support of its efforts under this agreement, ICC
intends to enter into a separate contract with IC Services Corporation, to
produce the corporate identity material. Corporate identity material includes
media products such as corporate logos, investor fact sheet art work and
layouts, and other digital images and designs. Any such material which is
produced by IC Services Corporation as a result of this agreement is
considered copyrighted material. It is understood by the parties to this
agreement that the copyright for these materials shall remain the property of
IC Services Corporation until the end of this agreement or conditions set
forth in paragraph 8.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this
6th day of April, 1998.
POWER TECHNOLOGY, INC.
By: /s/ Lee Balak
---------------------
Lee Balak
President/Director
IC HOLDINGS II, LLC
By: /s/ Mark H. Elenowitz
---------------------
Mark H. Elenowitz
Managing Partner
Page 4 of 4
<PAGE>
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into on April 13,
1998, by and between Power Technology, Inc., a Nevada corporation and its
subsidiaries or affiliates (the "Company"), and SeaWay Trading, Inc., a
Delaware corporation (the "Consultant").
WHEREAS, the Company desires to expand, develop, and market its products
technology including, but not limited to: development, marketing, and
sales of their products. In addition, the Company warrants that their
proprietary technology has been realized into a working prototype.
In addition, the Company desires to expand its marketing into the
international arena, and secure overseas protection of its proprietary
technology, as well as secure a corporate representative office within the
World Trade Center in Long Beach to achieve the aforementioned goals, subject
to the Board of Directors approval.
WHEREAS, the Company recognizes that the Consultant can contribute to
the marketing, patenting, management, and development, of the Company.
WHEREAS, the Company believes it to be important both to the future
prosperity of the business and to the Company's general interest, to retain
Consultant as consultant to the Company and have Consultant available to the
Company, for consulting services in the manner and subject to the terms,
covenants, and conditions, set forth herein;
WHEREAS, in order to accomplish the foregoing, the Company and
Consultant desire to enter into this Agreement, effective on April 8, 1998,
to provide certain assurances as set forth herein.
NOW THEREFORE, in view of the foregoing and in consideration of the
premises and mutual representations, warranties, covenants, and provisions,
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby, agree as follows:
1. RETENTION. The Company hereby retains the Consultant during the
Consulting Period (as defined in Section 2 below), and Consultant hereby
agrees to be so retained by the Company, all subject to the terms and
provisions of this Agreement.
2. CONSULTING PERIOD. The Consulting Period shall commence on Monday,
April 8, 1998, and terminate no earlier than April 30, 1999.
<PAGE>
3. DUTIES OF CONSULTANT. During the Consulting Period, the Consultant
shall use reasonable and best efforts, to perform those actions and
responsiblities necessary to organize the marketing program via strategic
alliances, on behalf of the Company and its subsidiaries and to assist in
protecting the proprietary technology held by the Company, and international
candidates for the marketing of the aforementioned product for the Company
overseas (the "Services").
Consultant shall render such services diligently and to the best of its
ability. Consultant shall report to Mr. Lee Balak, President. Consultant
shall present various opportunities to the Company, and the Company shall be
under no obligation, to accept such opportunities.
4. OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that Consultant
shall perform only those services that are reasonably required to accomplish
the goals and objectives set forth herein. The Consultant shall provide
services to other businesses and entities, other than the Company. Consultant
shall be free to directly or indirectly, own, manage, operate, control,
finance, acquire, invest, or participate, in the ownership, management, or
otherwise with (collectively, be "Affiliated" with), any business or
enterprise, engaged in any business including, but not limited to any
business that is the same as, substantially similar to, or otherwise
competitive with, adverse or otherwise, related to the Company. Consultant
may be Affiliated with any entity, which may provide services to the Company.
In the event Consultant is Affiliated with any entity which proposes to deal
with the Company, Consultant shall disclose the nature of such relationship
to the Company, prior to the Company making any decision, and shall obtain
the approval of the Company, which approval shall be conclusively deemed
granted upon written notice from Mr. Lee Balak, or his, or the Company's
designated representative. The Company hereby waives any conflict of interest
that may arise from a relationship between Consultant and any entity, which
Consultant is Affiliated with. This Agreement may be assigned by Consultant
to an entity designated by Consultant, whether Affiliated or not Affiliated
with Consultant and wherever located.
5. COMPENSATION. In consideration for Consultant entering into this
Agreement, the Company shall compensate Consultant as follows:
a. MONTHLY FEES AND BENEFITS.
i. RETAINER. The Company shall pay to Consultant, a non-
refundable, monthly retainer or USD$ 5,000.00, payable in S-8
stock. Such fee shall be paid monthly by the Company.
ii. EXPENSES. The Company shall pay all such expenses reasonably
incurred during the Consulting Period by the Consultant, for
business purposes related to, or in the furtherance of, the goals
and objectives of the Company and/or, the provision of the Services
(collectively, "Company Purposes"), including, expenses reasonably
incurred with respect to the Consultant's travel (including
Business Class travel for flights), meals,
<PAGE>
entertainment, and other customary and reasonable expenses, for
Company Purposes. The Company shall pay such expenses directly, or
upon submission of bills, receipts, and/or vouchers by the
Consultant, by direct reimbursement, to the Consultant. All expenses
shall be pre-approved by the Company prior to their occurrence or
such non-approved expenses are not required to be paid by the
Company to the Consultant.
d. ACQUISITION AND DISPOSITION FEES. The Company shall pay to
Consultant the following fees for the acquisition of merger candidates or
other entities, introduced through the efforts of Consultant, resulting in
a merger or acquisition, in each year during the Consulting Period. Fees
may be paid in cash or Common Stock, at the closing of each transaction:
i. Six percent (6%) of the first USD$ 3,000,000 of gross asset
value price or sale price, whichever is higher, in each year;
ii. Five percent (5%) of the next USD$ 6,000,000 of gross asset
value price or sale price, whichever is higher, in each year;
iii. Four percent (4%) of the next USD$ 9,000,000 of gross asset
value price or sale price, whichever is higher, in each year;
iv. Three percent (3%) of the next USD$ 12,000,000 of gross asset
value price or sale price, whichever is higher, in each year;
v. Two percent (2%) of the next USD$ 15,000,000 of gross asset
value price or sale price, whichever is higher, in each year;
vi. One percent (1%) of the aggregate gross purchase and sales
prices, whichever is higher, in each year, during the Consulting
Period, in excess of USD$ 25,000,000.00, on any one year.
All fee earned herein shall be due and payable in stock, based upon
the bid price, on the day of execution, of this Agreement.
e. PAYMENT DATE.
i. All fees under section 5(d) shall be payable quarterly, when
earned.
7. TERMINATION. Subject to the cure provisions contained herein, the
Company may terminate the Consulting Period upon written notice. Termination
shall not occur for a period of one year except for cause. Cause shall be
defined as the Consultant fails to perform the duties outlined in this
agreement in good faith and fails to properly service the Company's needs as
reasonably expected under the implied "good faith" provisions herein. 30 days
written notice shall be given to the Consultant with the opportunity to cure
within 30 days. Such Notice of Termination shall state specifically the facts
and circumstances claimed as the basis for said Termination for the
Consulting Agreement. Such notice has to be approved by a majority of the
Board of Directors of the Company.
<PAGE>
a. Not less than 15 days after receipt of the Notice of Intended
Termination, Consultant shall have the opportunity to a full, complete,
and fair hearing, in the presence of the majority of the Board of
Directors. The Board shall present to Consultant, its reasons for the
termination, including the specific actions, in action's, omissions, or
other facts relied upon by the Board in making its determination that the
Consultant shall have the right to rebut any evidence or allegations of
wrongdoing and shall have the right to be represented by counsel of
Consultant's choice, at such hearing. After such hearing, should the Board
determine that this Agreement shall be terminated for Cause, it shall
issue a written Final Notice of Termination to Consultant, approved by a
majority of the Board of Directors, set forth in detail, the specific
facts, conclusions, and findings of the Board, in determining that Cause
exists for the termination of this Agreement. The Final Notice of
Termination shall be effective 30 days from the original Notice of
Termination unless otherwise ordered by a majority of the Board of
Directors of the Company.
8. NOTICE. Any notice required, permitted, or desired to be given,
pursuant to any of the provisions of this Agreement, shall be deemed to have
been sufficiently given or served for all purposes, if delivered in person,
or sent via Certified mail, return receipt requested, postage and fees
prepaid, or by national overnight delivery prepaid service, to the parties at
their addresses, set forth above. Copies of notices to Consultant shall be
sent to the attention of the parties, at the below address. Notice to
Consultant shall be sent to Consultant at the below address. Any party hereto
may at any time and from time to time hereafter, change the address to which
notice shall be sent hereunder, by notice to the other party given under this
paragraph. The date of the giving of any notice sent via mail, shall be the
day two days after the posting of the mail, except that notice of an address
change shall be deemed given when received. The addresses of the parties are
as follows:
TO CONSULTANT: TO THE COMPANY:
SEAWAY TRADING, INC. POWER TECHNOLOGY, INC.
One World Trade Center suite 800 1000 W. Bonanza Rd
Long Beach, California 90831 Las Vegas, Nevada 89106
Telephone: 562-983-8106 Telephone: 702-386-9144
Fax: 562-983-8124 Fax: 702-386-9144
9. WAIVER. No course of dealing, nor, any delay on the part of either
party in exercising any rights hereunder, will operate as a waiver of any
rights of such party. No waiver of any default or breach of this Agreement of
application of any term, covenant, or provision, hereof, shall be deemed a
continuing waiver, or a waiver of any other breach, default, or the waiver of
any other application of any term, covenant, or provision.
10. SUCCESSORS; BINDING AGREEMENTS. Prior to the effectiveness of any
succession (whether direct or indirect, by purchase, merger, consolidation,
or otherwise), to all, or
<PAGE>
good faith efforts in their performance of the covenants, conditions and
obligations stated herein and any failure to do so is, a material breech of
this Agreement.
17. SEVERABILITY. If any term, covenant, provision, or any part thereof,
is found by any court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, the same shall not affect the remainder of such
term, covenant, provision, any other terms, covenants or provisions, or any
subsequent application of such term, covenant or provision, or portion
thereof. In lieu of any such invalid, illegal, or unenforceable provision,
the parties hereto intend that there shall be added, as part of this
Agreement, a term, covenant, or provision, as similar in terms, to such
invalid, illegal, or unenforceable term, covenant of provision, or part
thereof, as may be possible and be valid, legal, and enforceable.
IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement, as of the day an year first written above.
SEAWAY TRADING, INC. POWER TECHNOLOGY, INC.
By: /s/ Sardi Carrano By: /s/ Lee Balak
------------------------- ---------------------
Sardi Carrano - President Lee Balak - President
<PAGE>
Referral Fee Agreement
Power Technology, Inc. Et Al
REFERRAL FEE AGREEMENT
BETWEEN
POWER TECHNOLOGY, INC. (PWTC)
(A Nevada Corporation)
and
ALTEMUS WARNER LTD. (AW)
(A California Corporation)
and
CONCEPT CONSULTING CORPORATION (CCC)
(A Nevada Corporation)
and
SEAWAY TRADING LTD. (ST)
(A California Corporation)
Page 1 of 3
<PAGE>
Referral Fee Agreement
Power Technology, Inc. Et Al
REFERRAL FEE AGREEMENT
WHEREAS:
a) PWTC requires assistance from financial organizations in the United
States related to financial support for the development of it's battery
technology, for the commercial development of it's product, and for the
introductions to industry groups related to the environmentally friendly
battery technology developed by PWTC.
b) AW is a real estate brokerage company in Los Angeles with numerous
contacts in the State of California and in numerous other states in the
Continental United States.
c) CCC is a Nevada Corporation with previous working knowledge of the
principals of PWTC and with mutual contacts shares with AW.
d) AW and CCC have referred several contacts to PWTC and for this referral,
PWTC committed to payment of a fee in shares in the publicly trading
company, PWTC.
e) AW and CCC have referred ST to PWTC, mutually recognized as a referral
and confirmed as having provided a financial benefit to PWTC since the
introduction at the beginning of April, 1998.
NOW THEREFORE, IT IS AGREED THAT:
1) PWTC and ST agree to compensate AW and CCC for the referral of ST
effective 27th May, 1998 in the amount of 12,000 common shares in
PWTC. 6000 shares to be supplied by PWTC and 6000 shares to be
supplied by ST.
2) AW agrees to accept this payment as settlement for it's share of the
referral fee for ST for work completed by ST through 1998.
3) CCC agrees to accept this payment as settlement for it's share of the
referral fee for ST for work completed by ST through 1998.
IT IS FURTHER AGREED THAT:
1) New referrals provided to PWTC will take a position of stock in the
company.
2) CCC and AW will be compensated for their introductory services based on
Nasdaq formula for compensation, that formula being noted on Appendix A
of this agreement.
3) Compensation will be delivered once PWTC is a reporting company.
4) Compensation is payable at the time the agreements are signed.
5) PWTC understands that referral fees between CCC and AW are to be split
on a 50/50 basis and this formula, if accepted in this agreement, will
be honored in future payments to these two corporations.
Page 2 of 3
<PAGE>
Referral Fee Agreement
Power Technology, Inc. Et Al
SIGNATURE PAGE:
Agreed and accepted in the City of Vancouver, in the Province of British
Columbia, for Power Technology, Inc. (PWTC), on this 1 day of June, 1998.
--- ---- --
POWER TECHNOLOGY, INC.
Per:
/s/ Lee Balak
- -----------------------
(LEE BALAK, PRESIDENT)
Agreed and accepted in the City of Los Angeles, in the State of California,
for Altemus Warner Ltd. (AW) on this ______ day of ________________, 19 ____.
ALTEMUS WARNER
Per:
- ------------------------
(BARRY WARNER, VICE PRESIDENT)
Agreed and accepted in the City of Los Angeles, in the State of California,
for Concept Consulting Corporation on this 1st day of June, 1998.
--- ---- --
CONCEPT CONSULTING CORPORATION
Per:
/s/ B.W. Slobogian
- --------------------------------
(B.W. SLOBOGIAN, PRESIDENT)
Agreed and accepted in the City of Long Beach, in the State of California,
for Seaway Trading Ltd. on this ______ day of ___________________, 19 ____.
SEAWAY TRADING LTD.
Per:
- ------------------------
(VINCE CARRANO, VICE PRESIDENT)
Page 3 of 3
<PAGE>
EXHIBIT 5.1
STEPHEN A. ZRENDA, JR., P.C.
Telephone ATTORNEY AND COUNSELOR AT LAW Telecopy
(405) 235-2111 1520 BANK ONE CENTER (405) 235-2157
100 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA 73102-8601
November 5, 1998
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106
Dear Sirs:
We have acted as special counsel to Power Technology, Inc. (the
"Company") to render a legal opinion regarding its Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission concerning
its plan to issue its Common Stock, $.001 par value, to employees,
consultants to the Company and certain other persons.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, instruments and documents of the Company, certificates
of public officials and of officers of the Company, and such other
certificates, documents and records, and have made such other investigations,
as we have deemed necessary or appropriate as a basis for the opinions
hereinafter expressed. As to questions of fact material to such opinions we
have, when relevant facts were not independently established, relied upon
such certificates of public officials and of such officers, such other
certificates, documents and records, and upon the representations of such
parties. In addition, we have assumed: (i) the genuineness of all signatures
on all documents seen or reviewed by us, ii) the authenticity of documents
submitted to us as originals, and (iii) the conformity with the original and
certified copies of all documents submitted to us as copies and the
authenticity of the originals thereof. We have also examined such matters of
law and such additional matters of fact as we consider necessary or
appropriate in connection with the opinions hereinafter expressed.
Based on and subject to the foregoing, it is our opinion that:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada; and
2. Assuming the accuracy of the documents, representations and
warranties of the Company, the offer, issuance and sale of the Common Stock
of the Company to employees, consultants and certain other persons under the
terms and provisions of employment contracts, consulting agreements, and
other contracts will have been duly authorized and validly issued and will be
fully paid and nonassessable.
<PAGE>
The opinions expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company and may not be relied
upon in any manner or for any purpose by any other person or entity without
the prior written consent of this firm.
Very truly yours,
STEPHEN A. ZRENDA, JR., P.C.
By: /s/ Stephen A. Zrenda, Jr., Esq.
-------------------------------------
Stephen A. Zrenda, Jr., Esq.
<PAGE>
EXHIBIT 23.1
CONSENT OF LEGAL COUNSEL
We hereby consent to the use of our name in the Form S-8 registration statement
of Power Technology, Inc.
Oklahoma City, Oklahoma STEPHEN A. ZRENDA, JR., P.C.
November 5, 1998
By: /s/ Stephen A. Zrenda, Jr.
-------------------------------------
Stephen A. Zrenda, Jr.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in Form S-8 of our report dated June 5, 1998,
relating to the financial statements of Power Technology, Inc., which is
contained therein.
CROUCH, BIERWOLF & CHISHOLM
/s/ Crouch, Bierwolf & Chisholm
-------------------------------------
November 5, 1998
