EXHIBIT 10
CENTRE CAPITAL CORPORATION
DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Centre Capital Corporation (the "Company")
with the Securities and Exchange Commission, the following shall constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933:
2. General Plan Information.
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(a) The following Consulting Services Agreement (the "Consulting
Services Agreement") between the Company and Audrey Guy (the "Participant") with
respect to the payment of fees and expenses and the shares of the Company's
common stock, par value $0.001 per share (the "Securities"), and the price per
share at which the Securities are to be issued to the Participant in payment of
her fees and expenses and expenses is more fully described in Attachment "A"
attached hereto and incorporated herein by reference for all purposes:
Fees and Price per Number of
Name Expenses Share Shares
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Audrey Guy $ 500,000 $ 1.00 500,000
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(b) The Consulting Services Agreement and the minutes containing
the resolutions of the Board of Directors of the Company approving the
Consulting Services Agreement described herein constitute an employee benefit
plan as described in Rule 405 promulgated under the Securities Act of 1933 (the
"Plan"). The Securities will be offered pursuant to the Plan.
(c) The general nature and purpose of the Plan is allow for the
payment of fees due and owing by the Company to the Participant in the form of
the Company's registered Securities. The Plan will terminate as soon after July
31, 2000 as the Securities called for in the Plan have been issued to the
Participant, which date will not exceed December 31, 2000. It is not
contemplated that the Plan will be subject to modification or extension.
(d) The Plan does not have any administrators. However, the
Participant may contact the Company at the address or telephone number described
in Paragraph 11 below to obtain additional information about the Plan.
(e) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. The Participant is a consultant who has provided provide
bona fide services to the Company, none of such services being in connection
with the offer or sale of Securities of the Company in a capital-raising
transaction.
3. Securities to be Offered. The Securities to be offered pursuant to
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the Plan are shares of the Company's common stock, par value $0.001 per share.
The common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.
4. Employees Who May Participate in the Plan. Only the Participant
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described above may participate in the Plan.
5. Purchase of Securities Pursuant to the Plan and Payment for
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Securities Offered.
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(a) The Participant may participate in the Plan only for so long
as it takes to file the Registration Statement and issue the Securities to the
Participant as called for herein. Thereafter, the Participant shall have no
further interest in the Plan. The only Securities to be purchased by the
Participant are described herein or in the Participant's Consulting Services
Agreement. The purchase price per share of the Securities for the Participant
is as set forth above.
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(b) Payment for the Securities to be purchased by the Participant
pursuant to the Plan will be the extinguishment of any further liability by the
Company to the Participant with respect to the obligations described herein.
(c) There will be no reports delivered to the Participant as to
the amounts and status of her accounts.
(d) The Securities will be issued to the Participant, who may sell
the Securities in the open market. The Company will receive no fees or other
compensation for the Securities other than the extinguishment of the debt to the
Participant as described herein.
6. Resale Restrictions. There will be no restrictions on the resale of
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the Securities by the Participant.
7. Tax Effects of Plan Participation. The receipt of the Securities by
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the Participant will be the receipt of ordinary income since the Securities will
have been received by the Participant in exchange for services. Consequently,
the Participant will be taxed currently for the value of the Securities pursuant
to Section 61 of the Internal Revenue Code of 1986, as amended.
8. Investment of Funds. There is no provision under the Plan whereby
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the Participant may direct the investment of all or any part of the assets under
the Plan.
9. Withdrawal From the Plan; Assignment of Interest. The Participant
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will not be able to withdraw from, terminate, or assign her interest in the
Plan.
10. Forfeitures and Penalties. There is no event which could, under the
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Plan, result in a forfeiture by, or a penalty to, the Participant.
11. Charges and Deductions, and Liens Therefor. There are no charges
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and deductions that may be made against the Participant, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.
12. Information Contained in the Registration Statement. The Company
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shall furnish to the Participant, without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of the Registration
Statement, all of such documents being incorporated by reference in this Section
10(a) Prospectus. The Company shall also furnish to the Participant, without
charge, upon written or oral request, any other documents required to be
delivered to employees of the Company pursuant to Rule 428(b) promulgated under
the Securities Act of 1933. Any such request should be directed to the Company
at 2619 Gravel, Ft. Worth, Texas 76118, telephone (817) 595-0919, and telecopier
(817) 595-0991.
13. Information Currently Furnished. The Participant has been
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furnished with a copy of the Company's Form 10-KSB for the fiscal year ended
September 30, 1999.
14. Information to be Furnished in the Future. The Company shall
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deliver to the Participant copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.
Attachment:
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Attachment "A" - The Consulting Services Agreement
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ATTACHMENT A
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT dated August 10, 2000 by and between
CENTRE CAPITAL CORPORATION, a Nevada corporation (the "Company") and AUDREY GUY
(the "Consultant").
WHEREAS, the Company is in the product distribution business;
WHEREAS, the Consultant has provided certain consulting services to the
Company; and
WHEREAS, the Company and the Consultant desire to set forth in writing the
terms and conditions of their agreement and understanding concerning the
consulting arrangement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:
1. Engagement. Subject to the terms and provisions of this Agreement,
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the Company hereby acknowledges that it has engaged the Consultant, as an
independent contractor, to provide consulting services (the "Services") as set
forth in Paragraph 2 below. The Consultant hereby acknowledges that she has
accepted such engagement and has performed the Services as herein provided.
2. Services. Subject to the terms and conditions of this Agreement,
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the term "Services" shall mean providing certain consulting services to the
Company with respect to certain acquisitions by the Company in North America.
The Consultant's address is 14914 Wellman, Houston, Texas 77060. The Consultant
agreed to provide the Services on a non-exclusive basis and as an independent
contractor and not as an employee of the Company. Nothing in this Agreement
shall be construed to prevent the Consultant from performing services on behalf
of herself or any person or entity.
3. Compensation. For the Services performed by the Consultant for the
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Company, the Company will pay the Consultant in full by issuing to the
Consultant 500,000 shares of the common stock of the Company, par value $0.001
per share, the issuance of which shall be registered pursuant to a Form S-8
Registration Statement.
4. Status Reports. At the Company's written request, the Consultant
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shall prepare and submit to the Company a written status report describing the
status of any and all projects for which the Consultant has provided the
Services.
5. Authority. The Consultant understands and agrees that under the
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terms and provisions of this Agreement, the Consultant is not an employee,
representative or agent of the Company or any of its affiliates and therefore
has no power or authority whatsoever to act on behalf of, or bind the Company or
any of its affiliates, with respect to any matter or contract. Furthermore,
this Agreement does not create and shall not be construed to create any joint
venture or partnership relationship between the parties. No officer, employee,
agent or independent contractor of either party or their respective affiliates
shall be deemed at any time to be an employee, servant, agent or contractor of
the other for any purpose whatsoever.
6. Confidentiality. In the course of the performance of the
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Consultant's duties hereunder, the Consultant recognizes and acknowledges that
the Consultant has had access to certain confidential and proprietary
information of the Company or any of its affiliates. Without the prior written
consent of the Company, the Consultant shall not disclose any such confidential
or proprietary information to any person or firm, corporation, association, or
other entity for any reason or purpose whatsoever, and shall not use such
information, directly or indirectly, for the Consultant's own behalf or on
behalf of any other party. The Consultant agrees and affirms that all such
information is the sole property of the Company and at the Company's written
request, the Consultant shall promptly return to the Company any and all such
information so requested by the Company.
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The provisions of this Paragraph 6 shall not, however, prohibit the
Consultant from disclosing to others or using in any manner information that:
(a) Has been published or has become part of the public domain
other than by acts, omissions or fault of the Consultant;
(b) Has been furnished or made known to the Consultant by third
parties (other than those acting directly or indirectly for or on behalf of the
Consultant) as a matter of legal right without restriction on its use or
disclosure;
(c) Was in the possession of the Consultant prior to obtaining
such information from the Company in connection with the performance of this
Agreement; or
(d) Is required to be disclosed by law.
7. Assignment. All of the terms, provisions and conditions of this
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Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and permitted
assigns. This Agreement shall not be assigned or transferred by either party,
nor shall any interest herein be assigned, transferred, pledged or hypothecated
by either party without the prior written consent of the other party.
8. Applicable Law. This Agreement shall be construed in accordance
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with and governed by the laws of the State of Texas.
9. Entire Agreement, Amendments and Waivers. This Agreement
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constitutes the entire agreement of the parties hereto and expressly supersedes
all prior and contemporaneous understandings and commitments, whether written or
oral, with respect to the subject matter hereof. No variations, modifications,
changes or extensions of this Agreement or any other terms hereof shall be
binding upon any party hereto unless set forth in a document duly executed by
such party or an authorized agent or such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
CENTRE CAPITAL CORPORATION
By /s/ Karl Jacobs
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Karl Jacobs, Chairman
/s/ Audrey Guy
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AUDREY GUY
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