As filed with the Securities and Exchange Commission on December 27, 1999.
Registration Statement No. 333-
===============================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLOBALOCK CORPORATION
(Exact Name of Issuer as Specified in its Charter
DELAWARE 95-4702570
(State or Other Jurisdiction (I.R.S. Employer
Incorporation of Organization) Identification No.)
860 VIA DE LA PAZ, SUITE E-1
PACIFIC PALISADES, CALIFORNIA 90272
(Address of Principal Executive Offices)
(Zip Code)
GLOBALOCK
1999 CONSULTANT AGREEMENTS
(Full Title of the Plans)
George Todt, President and Principal Executive Officer
Globalock Corporation
860 Via de la Paz, Suite E-1 Pacific Palisades, CA 90272
(Name and Address of Agent for Service)
(310) 230-6100
(Telephone Number, Including Area Code, of Agent for Service)
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 775,000 shares $ .001 $ 775 $122
Stock
$0.001
par value
- ----------- --------------- -------------- ------------ ------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the Company's consultants (as defined in the instructions
to Form S-8) receiving securities registered hereunder as required by Securities
Act Rule 428(b). Such documents are not being filed with the Commission as part
of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Globalock Corporation. (the "Company") hereby incorporates by reference in
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission:
(a) The Company's Registration Statement No. 0-26943 on Form 10-SB filed with
the Commission on August 4, 1999, effective October 4,1999.
(b) The Company's quarterly report on Form 10Q-SB for the fiscal quarter ended
September 30, 1999, filed with the Commission on November 17, 1999.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") by the Company since
the end of the Company's fiscal year ended December 31, 1998
(d) The description of the Company's common stock and related rights contained
in registration statements filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description. All
documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and
to be a part thereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Certificate of Incorporation and Bylaws of the
Company contain provisions limiting or eliminating the liability of directors of
the Company to the Company or its stockholders to the fullest extent permitted
by the General Corporation law of Montana and indemnifying officers and
directors of the Company to the fullest extent permitted by the General
Corporation Law of Montana. Insofar as indemnification for liabilities arising
under the 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act, and
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
EXHIBIT NO.
- -----------
3.1. Amended and Restated Certificate of Incorporation of the Company,
incorporated herein by reference to the Company's registration
statement on Form 10-SB, file no. 0-26943.
3.2. Bylaws of the Company, incorporated herein by reference to the
Company's registration statement on Form 10-SB, file no. 0-26943.
5 Opinion of Sara Churgin, Esq. as to legality of the securities being
registered.*
23.1 Consent of Sara Churgin, Esq. (included as Exhibit 5 to this
registration statement).
23.2 Consent of Weinberg & Company, P.A.*
24 Power of Attorney is contained on the signature pages.*
99.1 Tim Hipsher Consulting Agreement.*
99.2 George Malasek Consulting Agreement.*
99.3 Patrick Walters Consulting Agreement.*
* Filed herewith
2
<PAGE>
Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
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 reflected in the form of prospectus filed
with the Commission pursuant to Rule424 (b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement, and
(iii)To 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 paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
3
<PAGE>
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange 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
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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
4
<PAGE>
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 Los Angeles, and the State of California, on November
17, 1999.
GLOBALOCK CORPORATION
/s/ George Todt
By_________________________
George Todt, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George Todt 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/ George Todt President and Principal Nov. 17, 1999
George Todt Executive Officer,
Director
/s/ Jim Walters V.P., Treasurer and Chief Nov. 17, 1999
Jim Walters Financial Officer
/s/ Mary Elizabeth Rowbottom Secretary Nov. 17, 1999
Mary Elizabeth Rowbottom
5
EXHIBIT 5
SARA CHURGIN, ESQ.
104 Prospect Hill Street
Newport, RI 02840
November 12, 1999
Globalock Corporation
860 Via de la Paz
Suite E-1
Pacific Palisades, CA 90272
Re: Form S-8 Registration Statement relating to the registration of
775,000 shares of common stock $0.001 par value of Globalock
Corporation pursuant to three Consulting Agreements.
Gentlemen:
I am acting as counsel for Globalock Corporation 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 775,000 shares (the "Shares") of common stock, par
value $0.001 (the "Common Stock"), of the Company which shall be issued pursuant
to three Consulting Agreements with the following individuals: Tim
Hipsher, George Malasek and Patrick Walters.
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 originals 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.
<PAGE>
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 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form S-8 Registration Statement via the Form
10-SB Registration Statement, of GlobaLock Corporation our report for the period
from August 5, 1998 (inception) to October 31, 1998 dated March 15, 1999 and our
report for the period from August 5, 1998 (inception) to April 30, 1999 dated
June 15, 1999, relating to the financial statements of GlobaLock Corporation
which appear in such Form 10-SB.
WEINBERG & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
November 18, 1999
EXHIBIT 99.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 12th day of November, 1999, by and between Globalock Corporation,
a Delaware corporation ("Company") and Tim Hipsher ("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 financial advice and consultation to management on all
matters pertaining to the business of the Company.
1
<PAGE>
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 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.
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 255,000
restricted 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
2
<PAGE>
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, 1999;
(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:
Tim Hipsher
700 W. Pender St.
Suite 501
Vancouver, B.C. V6C 1GB
Globalock Corporation
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
With a copy to be provided to:
Sara Churgin
104 Prospect Hill Street
Newport, RI 02840
3
<PAGE>
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 Texas. 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.
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.
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<PAGE>
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:
GLOBALOCK CORPORATION
/s/ George Todt
By: _______________________________
George Todt
CONSULTANT:
TIM HIPSHER
/s/ Tim Hipsher
By: ________________________________
Tim Hipsher
EXHIBIT 99.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 12th day of November, 1999, by and between Globalock Corporation,
a Delaware corporation ("Company") and George Malasek ("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 financial advice and consultation to management on all
matters pertaining to the business of the Company.
1
<PAGE>
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 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.
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 260,000
restricted 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
2
<PAGE>
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, 1999;
(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:
George Malasek
4275 Executive Square
Suite 1100
La Jolla, CA 92037
Globalock Corporation
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
With a copy to be provided to:
Sara Churgin
104 Prospect Hill Street
Newport, RI 02840
3
<PAGE>
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 Texas. 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.
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.
4
<PAGE>
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:
GLOBALOCK CORPORATION
/s/ George Todt
By: _______________________________
George Todt
CONSULTANT:
George Malasek
/s/ George Malasek
By: ________________________________
George Malasek
EXHIBIT 99.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 12th day of November, 1999, by and between Globalock Corporation,
a Delaware corporation ("Company") and Patrick 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 financial advice and consultation to management on all
matters pertaining to the business of the Company.
1
<PAGE>
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 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.
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 260,000
restricted 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
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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, 1999;
(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:
Patrick Walters
10202 W. Washington Blvd.,
Tristar 214
Culver City, CA 90232
Globalock Corporation
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
With a copy to be provided to:
Sara Churgin
104 Prospect Hill Street
Newport, RI 02840
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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 Texas. 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.
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.
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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:
GLOBALOCK CORPORATION
/s/ George Todt
By: ________________________________
George Todt
CONSULTANT:
PATRICK WALTERS
/s/ Patrick Walters
By: ________________________________
Patrick Walters
