As filed with the Securities and Exchange Commission on March 30, 2000
Registration No. 333-94229
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SQUARE SHOOTER INTERNATIONAL, LTD.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 95-4695878
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
1130 FIRETHORN WAY
KNOXVILLE, TN 37923
(Address of Principal Executive Offices)
(Zip Code)
AMENDED AND RESTATED 1999 CONSULTANT AGREEMENTS
AND
EMPLOYMENT AGREEMENTS
(Full Title of the Plans)
Calvin Shieh, President and Chief Executive Officer
1130 Firethorn Way, Knoxville, TN 37923
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: (423) 531-5620
CALCULATION OF REGISTRATION FEE
- ----------- --------------- -------------- ------------ ------------
Title of Proposed Proposed
Securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price per offering registration
share price fee
- ----------- ---------------- -------------- ------------ ------------
Common 5,062,000 shares $ .001 $5,062 $122
Stock
$0.001
par value
- ----------- --------------- -------------- ------------ ------------
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT NO.
- -----------
3.1.1 Amended and Restated Certificate of Incorporation of the Company
(filed herewith).
3.2. Bylaws of the Company, incorporated herein by reference to the
Company's registration statement on Form 10-SB, file no. 0-27153.
5.1 Opinion of Sara Churgin, Esq. as to legality of the securities being
registered pursuant to Employment Agreements.*
5.2.1 Amended Opinion of Sara Churgin, Esq. as to legality of the
securities being registered pursuant to Consultant Agreements (filed
herewith).
23.1 Consent of Sara Churgin, Esq. (included as Exhibit 5.1 and 5.2
to this registration statement)*
23.2 Consent of Weinberg & Company, P.A.*
24 Power of Attorney is contained on the signature pages (filed herewith).
99.1 Larry Todt Employment Agreement.*
99.2 James Walters Employment Agreement.*
99.3.1 Amended and Restated George Todt Consulting Agreement (filed herewith).
99.4.1 Amended and Restated James Walters Consulting Agreement (filed
herewith).
99.5 Louis Geasland Consulting Agreement.*
99.6 Bruce Bell Consulting Agreement.*
99.8 James M. Brown, Jr. Consulting Agreement.*
* Previously filed
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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 the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Knoxville, and the State of Tennessee, on March 30,
2000.
SQUARE SHOOTER INTERNATIONAL, LTD.
By: /s/ Calvin Shieh
-----------------------
Calvin Shieh
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Calvin Shieh and each or any one of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Calvin Shieh President and Chief March 30, 2000
Calvin Shieh Executive Officer
/s/ Dan Brookshire Director and Officer March 30, 2000
Dan Brookshire
/s/ Harold Roberts Director March 30, 2000
Harold Roberts
/s/ Edgar Harman Director and Officer March 30, 2000
Edgar Harman
Graham E. Gill Director March 30, 2000
EXHIBIT 3.1.1
RESTATED CERTIFICATE OF INCORPORATION
OF
UNITED RACEWAYS, INC.
UNDER SECTIONS 242 & 245
OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
We, Larry Todt, President, and Mary Elizabeth Rowbottom,
Secretary, of UNITED RACEWAYS, INC., do hereby certify under the seal of said
corporation as follows:
1. That the name of the corporation is UNITED RACEWAYS, INC.
2. That the Certificate of Incorporation of the corporation
was filed by the Secretary of State of the State of Delaware in Dover, Delaware,
on the 1st day of June, 1998.
3. That the amendment to the Certificate of Incorporation
effected by this Certificate, among others, is as follows:
To amend Article FIRST thereof by changing the name of the
corporation.
To amend Article FOURTH thereof by increasing the number of
authorized shares of capital stock of the corporation and
decreasing the par value.
4. That the amendment and the restatement of the Certificate
of Incorporation have been duly adopted in accordance with the requirements of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.
5. That the text of the Certificate of Incorporation of said
UNITED RACEWAYS, INC., is hereby amended and restated by this Certificate, to
read in full, as follows:
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CERTIFICATE OF INCORPORATION
OF
SQUARE SHOOTER INTERNATIONAL, LTD.
FIRST: The name of the corporation is SQUARE SHOOTER
INTERNATIONAL LTD. (hereinafter referred to as the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 686 North Dupont Boulevard, #302, City
of Milford, County of Kent. The name of the registered agent of the Corporation
at that address is Corporate Creations Enterprises, Inc..
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law").
FOURTH: (a) The Corporation shall have the authority to issue
100,000,000 shares of common stock, par value $0.001 per share. In addition, the
Corporation shall have the authority to issue 100,000 share of preferred stock,
par value $0.001 per share, which may be divided into series and with the
preferences, limitations and relative rights determined by the Board of
Directors. The Corporation elects to have preemptive rights.
(i) The designation of such series;
(ii) The dividend rate of such series, the conditions
and dates upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class or classes or
series of the Corporation's capital stock and whether such dividends shall be
cumulative or non-cumulative;
(iii) Whether the shares of such series shall be
any other subject toredemption for cash, property or rights, including
securities of corporation, by the Corporation or upon the happening of a
specified event and, if made subject to any such redemption, the times or
events, prices, rates, adjustments and other terms and conditions of such
redemptions;
(iv) The terms and amount of any sinking fund
provided for the purchase or redemption of the shares of such series;
(v) Whether or not the shares of such series
shall be convertible into, or exchangeable for, at the option of either the
holder or the Corporation or upon the happening of a specified event, shares of
any other class or classes or of any other series of the same class of the
Corporation's capital stock and, if provision be made for conversion or
exchange, the times or events, prices, rates, adjustments and other terms and
conditions of such conversions or exchanges;
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(vi) The restrictions, if any, on the issue or reissue of any additional
Preferred Stock;
(vii) The rights of the holders of the shares of such series upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and
(viii) The provisions as to voting, optional and/or other special rights
and preferences, if any, including, without limitation, the right to elect one
or more Directors.
(c) Common Stock. Except as otherwise provided by the Delaware
General Corporation Law or this Certificate of Incorporation (the
"Certificate"), the holders of Common Stock (i) subject to the rights of holders
of any series of Preferred Stock, shall share ratably in all dividends payable
in cash, stock or otherwise and other distributions, whether in respect of
liquidation or dissolution (voluntary or involuntary) or otherwise and (ii) are
subject to all the powers, rights, privileges, preferences and priorities of any
series of Preferred Stock as provided herein or in any resolution or resolutions
adopted by the Board of Directors pursuant to authority expressly vested in it
by the provisions of Section (b) of this ARTICLE FOURTH.
(i) The Common Stock shall not be convertible into, or exchangeable
for, shares of any other class or classes or of any other series of the
same class of the Corporation's capital stock.
(ii) No holder of Common Stock shall have any preemptive,
subscription, redemption, conversion or sinking fund rights with respect to
the Common Stock, or to any obligations convertible (directly or
indirectly) into stock of the Corporation whether now or hereafter
authorized.
(iii) Except as otherwise provided by the Delaware General Corporation
Law or this Certificate, and subject to the rights of holders of any series
of Preferred Stock, all of the voting power of the stockholders of the
Corporation shall be vested in the holders of the Common Stock, and each
holder of Common Stock shall have one vote for each share held by such
holder on all matters voted upon by the stockholders of the Corporation.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers
conferred by the Delaware General Corporation Law, the Board of Directors of the
Corporation is expressly authorized to make, alter, amend, change, add to or
repeal the By-laws of the Corporation by the affirmative vote of a majority of
the total number of Directors then in office. Any alteration or repeal of the
By-laws of the Corporation by the stockholders of the Corporation shall require
the affirmative vote of at least a majority of the voting power of the then
outstanding shares of capital stock of the Corporation entitled to vote on such
alteration or repeal, subject to ARTICLE NINTH hereof and applicable provisions
of the Corporation's By-laws.
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SEVENTH: (a) Stockholder Action. Election of Directors need
not be by written ballot unless the By-laws of the Corporation so provide.
Subject to any rights of holders of any series of Preferred Stock, from and
after the date on which the Common Stock of the Corporation is registered
pursuant to the Exchange Act, (i) any action required or permitted to be taken
by the stockholders of the Corporation must be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected in lieu
thereof by any consent in writing by such stockholders, (ii) special meetings of
stockholders of the Corporation may be called only by either the Board of
Directors pursuant to a resolution adopted by the affirmative vote of the
majority of the total number of Directors then in office or by the chief
executive officer of the Corporation, and (iii) advance notice of stockholder
nominations of persons for election to the Board of Directors of the Corporation
and of business to be brought before any annual meeting of the stockholders by
the stockholders of the Corporation shall be given in the manner provided in the
By-laws of the Corporation.
(b) Number of Directors and Term of Office. Subject to any
rights of holders of any series of Preferred Stock to elect additional Directors
under specified circumstances, the number of Directors which shall constitute
the Board of Directors of the Corporation shall be fixed from time to time in
the manner set forth in the By-laws of the Corporation.
(c) Removal and Resignation. No Director may be removed from
office without cause and without the affirmative vote of the holders of a
majority of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of Directors voting
together as a single class; provided, however, that if the holders of any class
or series of capital stock are entitled by the provisions of this Certificate
(it being understood that any references to this Certificate shall include any
duly authorized certificate of designation) to elect one or more Directors, such
Director or Directors so elected may be removed without cause only by the vote
of the holders of a majority of the outstanding shares of that class or series
entitled to vote. Any Director may resign at any time upon written notice to the
Corporation.
(d) Vacancies and Newly Created Directorships. Subject to any
rights of holders of any series of Preferred Stock to fill such newly created
Directorships or vacancies, any newly created Directorships resulting from any
increase in the authorized number of Directors and any vacancies in the Board of
Directors resulting from death, resignation, disqualification or removal from
office for cause shall, unless otherwise provided by law or by resolution
approved by the affirmative vote of a majority of the total number of Directors
then in office, be filled only by resolution approved by the affirmative vote of
a majority of the total number of Directors then in office. Any Director so
chosen shall hold office until the next election of the class for which such
Director shall have been chosen, and until his successor shall have been duly
elected and qualified, unless he shall resign, die, become disqualified or be
removed for cause.
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EIGHTH: (a) Dividends. The Board of Directors shall have
authority from time to time to set apart out of any assets of the Corporation
otherwise available for dividends a reserve or reserves as working capital or
for any other purpose or purposes, and to abolish or add to any such reserve or
reserves from time to time as said Board may deem to be in the interest of the
Corporation; and said Board shall likewise have power to determine in its
discretion, except as herein otherwise provided, what part of the assets of the
Corporation available for dividends in excess of such reserve or reserves shall
be declared in dividends and paid to the stockholders of the Corporation.
(b) Issuance of Stock. The shares of all classes of stock of
the Corporation may be issued by the Corporation from time to time for such
consideration as from time to time may be fixed by the Board of Directors of the
Corporation, provided that shares of stock having a par value shall not be
issued for a consideration less than such par value, as determined by the Board.
At any time, or from time to time, the Corporation may grant rights or options
to purchase from the Corporation any shares of its stock of any class or classes
to run for such period of time, for such consideration, upon such terms and
conditions, and in such form as the Board of Directors may determine. The Board
of Directors shall have authority, as provided by law, to determine that only a
part of the consideration which shall be received by the Corporation for the
shares of its stock which it shall issue from time to time, shall be capital;
provided, however, that, if all the shares issued shall be shares having a par
value, the amount of the part of such consideration so determined to be capital
shall be equal to the aggregate par value of such shares. The excess, if any, at
any time, of the total net assets of the Corporation over the amount so
determined to be capital, as aforesaid, shall be surplus. All classes of stock
of the Corporation shall be and remain at all times nonassessable.
The Board of Directors is hereby expressly authorized, in its
discretion, in connection with the issuance of any obligations or stock of the
Corporation (but without intending hereby to limit its general power so to do in
other cases), to grant rights or options to purchase stock of the Corporation of
any class upon such terms and during such period as the Board of Directors shall
determine, and to cause such rights to be evidenced by such warrants or other
instruments as it may deem advisable.
(c) Inspection of Books and Records. The Board of Directors
shall have power from time to time to determine to what extent and at what times
and places and under what conditions and regulations the accounts and books of
the Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the Corporation.
(d) Location of Meetings, Books and Records. Except as
otherwise provided in the By-laws, the stockholders of the Corporation and the
Board of Directors may hold their meetings and have an office or offices outside
of the State of Delaware and, subject to the provisions of the laws of said
State, may keep the books of the Corporation outside of said State at such
places as may, from time to time, be designated by the Board of Directors.
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NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate in the manner now
or hereinafter prescribed herein and by the laws of the State of Delaware, and
all rights conferred upon stockholders herein are granted subject to this
reservation. Notwithstanding anything contained in this Certificate to the
contrary, Sections (a), (b) and (c) of ARTICLE FOURTH, ARTICLE TENTH, ARTICLE
SEVENTH, and this ARTICLE NINTH of this Certificate shall not be altered,
amended or repealed and no provision inconsistent therewith shall be adopted
without the affirmative vote of the holders of at least a majority of the voting
power of the then outstanding shares of capital stock of the Corporation
entitled to vote on such alteration, amendment or repeal, voting together as a
single class.
TENTH: (a) Limitation of Liability.
(i) To the fullest extent permitted by the Delaware General
Corporation Law as it now exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than permitted
prior thereto), and except as otherwise provided in the Corporation's
By-laws, no Director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages arising from a breach of fiduciary
duty owed to the Corporation or its stockholders.
(ii) Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such
repeal or modification.
(b) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the Corporation or, while
a Director or officer of the Corporation, is or was serving at the request of
the Corporation as a Director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a Director or
officer or in any other capacity while serving as a Director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators;
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provided, however, that, except as provided in Section (c) of this ARTICLE TENTH
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Section (b) of this ARTICLE TENTH shall be
a contract right and shall include the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (an "advance of expenses"); provided, however, that, if and to the
extent that the Delaware General Corporation Law requires, an advance of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking (an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section (b) or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same or lesser scope and effect as the foregoing indemnification of
Directors and officers.
(c) Procedure for Indemnification. Any indemnification of a
Director or officer of the Corporation or advance of expenses under Section (b)
of this ARTICLE TENTH shall be made promptly, and in any event within forty-five
(45) days (or, in the case of an advance of expenses, twenty (20) days), upon
the written request of the Director or officer. If a determination by the
Corporation that the Director or officer is entitled to indemnification pursuant
to this ARTICLE TENTH is required, and the Corporation fails to respond within
sixty (60) days to a written request for indemnity, the Corporation shall be
deemed to have approved the request. If the Corporation denies a written request
for indemnification or advance of expenses, in whole or in part, or if payment
in full pursuant to such request is not made within forty-five (45) days (or, in
the case of an advance of expenses, twenty (20) days), the right to
indemnification or advances as granted by this ARTICLE TENTH shall be
enforceable by the Director or officer in any court of competent jurisdiction.
Such person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the Corporation. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advance of expenses where the undertaking required pursuant to Section (b) of
this ARTICLE TENTH, if any, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
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determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. The procedure for indemnification of other employees and agents for
whom indemnification is provided pursuant to Section (b) of this ARTICLE TENTH
shall be the same procedure set forth in this Section (c) for Directors or
officers, unless otherwise set forth in the action of the Board of Directors
providing indemnification for such employee or agent.
(d) Insurance. The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation 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 any
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.
(e) Service for Subsidiaries. Any person serving as a
Director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture or other enterprise, at least 50% of
whose equity interests are owned by the Corporation (a "subsidiary" for this
ARTICLE TENTH) shall be conclusively presumed to be serving in such capacity at
the request of the Corporation.
(f) Reliance. Persons who after the date of the adoption of
this provision become or remain Directors or officers of the Corporation or who,
while a Director or officer of the Corporation, become or remain a Director,
officer, employee or agent of a subsidiary, shall be conclusively presumed to
have relied on the rights to indemnity, advance of expenses and other rights
contained in this ARTICLE TENTH in entering into or continuing such service. The
rights to indemnification and to the advance of expenses conferred in this
ARTICLE TENTH shall apply to claims made against an indemnitee arising out of
acts or omissions which occurred or occur both prior and subsequent to the
adoption hereof.
(g) Non-Exclusivity of Rights. The rights to indemnification
and to the advance of expenses conferred in this ARTICLE TENTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under this Certificate or under any statute, by-law, agreement, vote of
stockholders or disinterested Directors or otherwise.
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(h) Merger or Consolidation. For purposes of this ARTICLE
TENTH, references to the "Corporation" shall include, in addition to the
resulting Corporation, any constituent Corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
Directors, officers and employees or agents, so that any person who is or was a
Director, officer, employee or agent of such constituent Corporation, or is or
was serving at the request of such constituent Corporation as a Director,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this ARTICLE
TENTH with respect to the resulting or surviving Corporation as he or she would
have with respect to such constituent Corporation if its separate existence had
continued.
ELEVENTH: The Corporation expressly elects not to be governed by Section
203 of the Delaware General Corporation Law with respect to business
combinations with interested stockholders. IN WITNESS WHEREOF, the undersigned
hereby executed this instrument and affirms, under penalty of perjury, that this
instrument is the act and deed of the undersigned and that the facts stated
herein are true, and accordingly have hereunto set our hands this 5th day of
November, 1999.
/s/ Larry Todt
- -----------------------------------
President
/s/ Mary Elizabeth Rowbottom
- ------------------------------------
Mary Elizabeth Rowbottom, Secretary
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EXHIBIT 5.2.1
SARA CHURGIN, ESQ.
104 Prospect Hill Street
Newport, RI 02840
November 12, 1999
United Raceways, Inc.
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
Re: Form S-8 Registration Statement relating to the registration of 4,862,000
shares of common stock $0.001 par value of United Raceways, Inc. pursuant
to five Consulting Agreements.
Gentlemen:
I am acting as counsel for United Raceways, Inc. a Delaware corporation (the
"Company"), in connection with the filing under the Securities Act of 1933, as
amended, of a Registration Statement for the Company on Form S-8 filed with the
Securities and Exchange Commission ("SEC") (the "Registration Statement"),
covering an aggregate of 4,862,000 shares (the "Shares") of common stock, par
value $0.001 (the "Common Stock"), of the Company which shall be issued pursuant
to five Consulting Agreements with the following individuals: George Todt; James
Walters; Louis Geasland; Bruce Bell; and, James M. Brown, Jr.
In that connection, I have examined the Form S-8 Registration Statement in the
form to be filed with the SEC. I have also examined and am familiar with the
originals or authenticated copies of all corporate or other documents, records
and instruments that we have deemed necessary or appropriate to enable me to
render the opinion expressed below.
I have assumed that all signatures on all documents presented to me are genuine,
that all documents submitted to me as originals are accurate and complete, that
all documents submitted to me as copies are true and correct copies of the
originals thereof, that all information submitted to me was accurate and
complete and that all persons executing and delivering origi9nals or copies of
documents examined by me were competent to execute and deliver such documents.
In addition, I have assumed that the Shares will not be issued for consideration
equal to less than the par value thereof and that the form of consideration to
be received by the Company for the Shares will be lawful consideration under the
Delaware Business Corporation Act.
Based on the foregoing and having due regard for the legal considerations I deem
relevant, I am of the opinion that the Shares, or any portion thereof, when
issued as described in the Registration Statement, will be validly issued by the
Company, fully paid and nonassessable.
This opinion is limited in all respects to the laws of the United States of
America.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
SARA CHURGIN, ESQ.
/s/ Sara Churgin
EXHIBIT 99.3.1
AMENDED AND RESTATED
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 12th day of November 1999, by and between SQUARE SHOOTER
INTERNATIONAL, LTD., a Delaware corporation ("Company") and George Todt
("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
internet strategy advice and consultation to management on all matters
pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 20 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties; to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
1
<PAGE>
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of 750,000
free trading shares of the Company's Common Stock to be registered for resale
under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information, which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 12, 2000;
(ii) At Consultant's option, upon a ninety (90) day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
2
<PAGE>
George Todt
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
Square Shooter International, Ltd.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Gregg, State of Texas, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
SQUARE SHOOTER INTERNATIONAL, LTD.
By:
--------------------------
Wayne G. Story
CONSULTANT:
GEORGE TODT
By:
--------------------------
George Todt
EXHIBIT 99.4.1
AMENDED AND RESTATED
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 11th day of November, 1999, by and between SQUARE SHOOTER
INTERNATIONAL, LTD., a Delaware corporation ("Company") and James Walters
("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
general strategic and management advice and consultation to management on all
matters pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 20 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
1
<PAGE>
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of 750,000
free trading shares of the Company's Common Stock to be registered for resale
under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 11, 2000;
(ii) At Consultant's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
2
<PAGE>
James Walters
14724 Ventura Blvd., 2nd Floor
Sherman Oaks, CA 91403
Square Shooter International, Ltd.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Gregg, State of Texas, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
SQUARE SHOOTER INTERNATIONAL, LTD.
By:
------------------------------
Wayne G. Story
CONSULTANT:
JAMES WALTERS
By:
------------------------------
James Walters
