As filed with the Securities and Exchange Commission on April 26, 2000
File No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
N0STALGIA MOTORCARS, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-0362112
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Consulting Agreement with
Donald J. Christie
- -------------------------------------------------------------------------------
(Full title of the plan)
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Brad Randolph, 4502 East Karen Drive, Phoenix, AZ 85032
(Name and Address of Agent for Service)
(602) 404-3557
(Telephone number including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount of Offering Aggregate Amount
Securities to be Registered Shares to be Price Per Offering of Reg.
Registered(1) Share Price Fee(2)
- --------------------------- ------------ --------- --------- -------
$.001 par value Common 500,000 $0.406 $203,000 $53.59
Stock
Totals 500,000 $0.406 $203,000 $53.59
- --------------------------------------------------------------------------------
Total No. of pages: 23 Exhibit Index on Page No: 14
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
amended, the Registration Statement also covers an indeterminate amount of
Shares to be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
(2) Based upon the average bid and asked prices of the Company's Common Stock
in over-the-counter trading on April 12, 2000.
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PROSPECTUS
NOSTALGIA MOTORCARS, INC.
4502 E. Karen Drive
Phoenix, AZ 85032
(602) 404-3557
(500,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by NOSTALGIA MOTORCARS
INC., ("CRRZ"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common Stock) to a certain consultant of the Company
(the "Consultant) pursuant to agreements entered into between the Company and
the Consultant. The Company is registering hereunder and then issuing upon
receipt of adequate consideration therefor to the Consultant 500,000 shares of
the Common Stock in consideration for services rendered and to be rendered under
the agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board under the symbol CRRZ.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is April 25, 2000
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This Prospectus is not part of any Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: NOSTALGIA MOTORCARS,
INC., 4502 E. Karen Dr., Phoenix, AZ 85032, telephone (602) 404-3557.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the prescribed rates. In addition the Common Stock is quoted on the a
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD). Thus copies of these reports, proxy statements,
information statements and other information may also be examined at the offices
of the NASD at 1735
K Street N.C. Washington DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 7
ITEM 1. PLAN lNFORMATION
GENERAL lNFORMATION 7
The Company 7
Purpose 7
Common Stock 7
The Consultant 7
No Restrictions on Transfer 7
Restrictions on Resales 8
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION 8
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION 8
Legal Opinion and Experts 9
Indemnification of Officers and Directors 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 9
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 9
ITEM 4. DESCRIPTION OF SECURITIES 9
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 10
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 10
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 10
ITEM 8. EXHIBITS 10
ITEM 9. UNDERTAKINGS 11
EXHIBIT INDEX 14
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 4502 E. Karen Dr., Phoenix, AZ
85032, telephone (602) 404-3557.
Purposes
The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultant in the Company's legal work, thereby advancing the
interests of the Company, and all of its shareholders. A copy of the agreement
has been filed as an exhibit to this Registration Statement.
Common Stock
The Board has authorized the issuance of up to 500,000 shares of the Common
stock to the Consultant upon effectiveness of this registration Statement.
The Consultant
The Consultant has agreed to provide its expertise and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying acquisition targets and structuring mergers and other acquisitions.
No Restrictions on Transfer
The Consultant will become the record and beneficial owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.
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Restrictions of Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 1999, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the Securities or
Exchange Act subsequent to any filed form 10-K (or 10- KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by the Company pursuant to Section
13, 14, or 15(d) of the Exchange Act prior to the termination of this offering
are deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: NOSTALGIA MOTORCARS, INC., 4502 E. Karen Dr., Phoenix, AZ 85032,
telephone (602) 404-3557.
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Legal Opinions and Experts
Warren J. Soloski has rendered an opinion on the validity of the securities
being registered. Mr. Soloski is not an "affiliate" of the Company and does not
have any interest in the registrant.
The financial statements of NOSTALGIA MOTORCARS, INC., incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the period ended
December 31, 1999, have been audited by Barry L. Friedman, P.C., Certified
Public Accountant, independent auditors, as set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of the firm as experts in auditing and
accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 this registration
statement and to be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value
Common Stock ) is required under this item because the common Stock is
registered under Section 12 of the Exchange Act.
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Item 5. Interests of Named Experts and Counsel
Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the terms
of the consulting agreement.
Item 6. Indemnification of Directors and Officers
The company's by-laws, in accordance with Nevada Revised Statutes (Section
78.751), provide that to the extent he is otherwise fairly and reasonably
entitled thereto, the Company shall indemnify a Director or Officer, a former
Director or Officer, or a person who acts or acted at the Company's request as a
Director or Officer of a body corporate of which the Corporation is or was a
shareholder or creditor (or a person who undertakes or has undertaken any
liability on behalf of the Company or any such body corporate and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a Director or Officer
of the Company or such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Company; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
The Nevada Revised Statutes (NRS) provide that directors shall not be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
directors' duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) for authorizing a distribution that is unlawful
under the Nevada Revised Statutes, or (iv) for any transaction from which the
director derived an improper personal benefit. Such provision protects directors
against personal liability for monetary damages for breaches of their duty of
care.
The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
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Exhibit No. Title
- ---------- -----
4. Not Applicable
5. Opinion of Warren J. Soloski regarding the legality of the
securities registered.
10. Consulting Agreement with Donald J. Christie,
15. Not Required
23.1 Consent of Warren J. Soloski, special counsel to registrant, to
the use of his opinion with respect to the legality of the
securities being registered hereby and to the references to him
in the Prospectus filed as a part hereof.
23.2 Consent of Barry L. Friedman, P.C., Certified Public Accountant
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, 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. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the
most recent post-effective amendment thereof)
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which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
registration statement; and
(iii) include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment
by those paragraphs is incorporated by reference from periodic
reports filed by the registrant small business issuer under the
Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) 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.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.
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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 of 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 Phoenix, Arizona on the th day of April, 2000.
NOSTALGIA MOTORCARS, INC.
(Registrant)
/s/ Brad Randolph
By: ----------------------------
Brad Randolph, President
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Brad Randolph President/Secretary April 18, 2000
Brad Randolph Director
/s/ Anoop Pittalwala Treasurer April 18, 2000
Anoop Pittalwala Director
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
- -------------------------------------------------------------------------------
5. Opinion of Counsel 15
10. Consulting Agreement with Donald J. Christie 17
23.1 Consent of Warren J. Soloski 22
23.2 Consent of Barry L. Friedman, P.C. 23
Certified Public Accountant
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EXHIBIT 5
Brad Randolph
NOSTALGIA MOTORCARS, INC.
4502 E. Karen Dr.
Phoenix, AZ 85032
Re: Legal Opinion for S-8 Registration Statement
Dear Mr. Randolph:
At your request, I have examined the form of Registration Statement
which NOSTALGIA MOTORCARS, INC. (the "Company") is filing with the Securities
and Exchange Commission, on Form S-8 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 500,000 shares of your Common Stock (the "Stock") issuable pursuant to
satisfaction of conditions set forth in the agreement with the Consultant to the
Company (the "Consulting Agreement").
In rendering the following opinion, I have examined and relied only
upon the documents, and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the original
documents of all documents submitted to me as copies. My examination was limited
to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing entry into a consultant agreement;
4. The Registration Statement;
5. The agreements with the entity for the shares being registered in
the Registration Statement.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records. Based
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upon the foregoing, it is my opinion that: (i) the Stock to be issued under the
agreements, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Consulting
Agreement in accordance with the contracts as contemplated, when issued, will be
duly and validly authorized, fully paid and non-assessable; and (ii) no consent,
approval, order or authorization of any regulatory board, agency, or
instrumentality having jurisdiction over the Company or its properties (other
than registration under the Act or qualification under state securities or Blue
Sky laws or clearance from the NASD) is required for the valid authorization,
issuance and delivery of the Stock, or, if required, it has been obtained and is
in full force and effect.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the stock delivered upon fulfillment of the
agreements is proposed to be offered and sold or as to the effect, if any, which
non-compliance with such laws might have on the validity of issuance of the
stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock issued as described in the Registration Statement in connection with
the offering described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not be relied
upon by any other party, (iii) covers only matters of federal law and nothing in
this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to
any Other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing in this opinion shall be deemed to relate to or constitute
an opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term "expert" as used in Section 11 of the Securities Act of 1993, as amended,
or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Warren J. Soloski
Warren J. Soloski
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EXHIBIT 10
INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as of this 12th day of April,
2000 by and between NOSTALGIA MOTORCARS, INC., hereinafter referred to as
"Client", with its principal place of business at 4502 E. Karen, Dr., Phoenix,
AZ 85032, and Donald J. Christie, with his place of business at 520 South Fourth
Street Las Vegas, NV 89101, hereinafter referred to as "Consultant".
RECITALS
A. WHEREAS, Client is a development stage company; and
B. WHEREAS, the Consultant is an attorney generally knowledgeable in
the areas of identifying acquisition targets consistent with the business
operations of the Company and possesses a high level of experience in the legal
areas of merger structure; and
C. WHEREAS, the Company wishes to engage the Consultant on a
nonexclusive basis as an independent contractor to utilize Consultant's general
acquisition experience and specific merger structure experience for this type of
Company; and
D. WHEREAS, the Consultant is willing to be so retained on the terms
and conditions as set forth in this Agreement.
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 and engages Consultant to perform
the following consulting services (the "Consulting Services");
1.1 Duties of Consultant. The Consultant will provide such services and
advice to the Company so as to assist the Company in identifying acquisition
targets for the Company and advise the Company in structuring mergers or other
acquisitions. Without limiting the generality of the foregoing, Consultant will
also assist the Company in developing, studying and evaluating acquisition
proposals, prepare reports and studies thereon when advisable, and assist in
negotiations and discussions pertaining thereof. Nothing contained herein
constitutes a commitment on the part of the Consultant to find an acquisition
target for the Company or, if such target is found, that any transaction will be
completed. This Agreement is not a contract for listing services, and nothing in
this Agreement will require the Consultant to negotiate on behalf of the Company
with corporations that are involved with listings or making a market in
corporate securities in the OTC markets.
2. Duties Expressly Excluded. This Agreement expressly excludes the
Consultant from providing any and all capital formation and/or public relation
services to the Company inclusive of but not limited to (i) direct or indirect
promotion of the Company's securities; (ii) assistance in making of a market in
the Company's securities; and (iii) assistance in obtaining debt and/or equity
financing. The
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Consultant shall not have the power of authority to bind the Company to any
transaction without the Company's prior written consent.
3. Consideration. Client and Consultant agree that Consultant receive
from the Client a fee Five Hundred Thousand, (500,000) shares of Clients common
stock, in advance, as consideration for the services rendered or to be rendered
pursuant to this Agreement.
4. Term. This Agreement shall be effective for a term of twelve (12)
months starting from the date first written above unless sooner terminated upon
mutual written agreement of the parties hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and expenses
incident to performing the Consulting Services, without a right of reimbursement
form the Company unless such expenses are pre-approved by the Company.
6. Consultant's Liability. In the absence of gross negligence or
willful misconduct on the part of the Consultant or the Consultant's breach of
any terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of the Company,
for any act or omission in the course of or in connection with the rendering or
providing of services hereunder. Except in those cases where the gross
negligence or willful misconduct of the Consultant or the breach by the
Consultant of any terms of this Agreement is alleged and proven, the Company
agrees to defend, indemnify, and hold the Consultant harmless from and against
any and all reasonable costs, expenses and liability (including reasonable
attorney's fees paid in the defense of the Consultant) which may in any way
result from services rendered by the Consultant pursuant to or in any connection
with this Agreement. This indemnification expressly excludes any and all damages
as a result of any actions or statements, on behalf of the Company, made by the
Consultant without the prior approval or authorization of the Company.
7. Company's Liability. The Consultant agrees to defend, indemnify, and
hold the Company harmless from an against any and all reasonable costs, expenses
and liability (including reasonable attorney's fees paid in defense of the
Company) which may in any way result pursuant to its gross negligence or willful
misconduct or in any connection with any actions taken or statements made, on
behalf of the Company, without the prior approval or authorization of the
Company or which are otherwise in violation of applicable law.
8. Representations. The Consultant makes the following representations:
a. Consultant has no prior or existing legally binding obligations
that are in conflict with its entering into this Agreement;
b. Consultant shall not offer or make payment of any consideration to
brokers, dealers, or others for purposes of inducing the purchase, making
of a market or recommendation for the purchase of the Company's securities;
c. Consultant is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any state
securities commission;
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d. Consultant's activities and operations fully comply with now and
will comply with in the future all applicable state and federal securities
laws and regulations;
e. Consultant understands that, as a result of its services, it may
come to possess material non-public information about the Company, and that
it has implemented internal control procedures designed to reasonably to
insure that it and none of its employees, agents, Consultant or affiliates,
trade in the securities of client companies while in possession of material
non-public information;
f. During the Term of this Agreement and for a period of two years
thereafter, the Consultant shall treat as the Company's confidential trade
secrets all date, information, ideas, knowledge and papers pertaining to
the affairs of the Company. Without limiting the generality of the
foregoing, such trade secrets shall include: the identity of the Company's
customers, suppliers and prospective customers and suppliers; the identity
of the Company's creditors and other sources of financing; the Company's
estimating and costing procedures and the cost and gross prices charged by
the Company for its products; the prices or other consideration charged to
or required of the Company by any of its suppliers or potential suppliers;
the Company's sales and promotional policies; and all information relating
to entertainment programs or properties being produced or otherwise
developed by the Company. The Consultant shall not reveal said trade
secretes to others except in the proper exercise of its duties for the
Company, or use their knowledge thereof in any way that would be
detrimental to the interest of the Company, unless compelled to disclose
such information by judicial or administrative process; provided, however,
that the divulging of information shall not be a breach of this Agreement
to the extent that such information was (i) previously known by the party
to which it is divulged, (ii) already in the public domain, all through no
fault of the Consultant, or (iii) required to be disclosed by Consultant
pursuant to judicial or governmental order. The Consultant shall also treat
all information pertaining to the affairs of the Company's suppliers and
customers and prospective customers and suppliers as confidential trade
secrets of such customers and suppliers and prospective customers and
suppliers, and:
g. Consultant agrees to notify the Company immediately if, at any
time, any of the representations and warranties made by the Consultant
herein are no longer true and correct or if a breach of any of the
representations and warranties made by the Consultant herein occurs,
9. The Company makes the following representations:
a. The Company is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any state
securities commission;
b. The Company is in good standing in its state of incorporation;
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c. The Company and its senior management are not aware of any
materially adverse events not previously disclosed in the Company's annual
and quarterly reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject matter hereof. This Agreement
shall not be modified except by written instrument duly executed by each of the
parties hereto.
11. Waiver. No waiver of nay of the provisions of this Agreement shall
be deemed, or shall constitute a waiver of any other provisions, nor shall any
waiver constitute a continuing wavier. No waiver shall be binding unless
executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives.
13. Notices. Any notice or other communication between the parties
hereto shall be sufficiently given if sent by certified or registered mail,
postage prepaid, or faxed and confirmed at the following locations:
Company:
NOSTALGIA MOTORCARS, INC.
4502 E. Karen Dr.
Phoenix, AZ 85032
Attn: Brad Randolph
Consultant:
Donald J. Christie
520 South Fourth Street
Las Vegas, NV 89101
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of this Agreement.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Nevada, without giving effect to
conflicts of laws.
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16. Headings. The headings of this Agreement are inserted solely for
the convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
17. Further Acts. Each party agrees to perform any further acts and
execute and deliver any further documents that may be reasonably necessary to
carry out the provisions and intent of this Agreement.
18. Acknowledgment Concerning Counsel. Each party acknowledges that it
had the opportunity to employ separate and independent counsel of its own
choosing in connection with this Agreement.
19. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the parties.
The parties have no authority to bind the other or incur any obligations on
their behalf.
20. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly execute this Agreement
as of the date first written above.
NOSTALGIA MOTORCARS, INC.
BY:_____________________________________
Brad Randolph its President
DONALD J. CHRISTIE
BY:_______________________________
Donald J. Christie
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EXHIBIT 23.1
WARREN J. SOLOSKI Letterhead
CONSENT OF COUNSEL
I consent to the filing of this opinion as an exhibit to any filing
made with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock issued as described in the Registration Statement in connection with
the offering described therein.
/s/ Warren J. Soloski
----------------------
Warren J. Soloski
Special Counsel to NOSTALGIA MOTORCARS, INC.
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EXHIBIT 23.2
BARRY L. FRIEDMAN, P.C.
CERTIFIED PUBLIC ACCOUNTANT Letterhead
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Registration Statement of Nostalgia
Motorcars, Inc. on Form S-8 for my report dated April 12, 2000 relating to the
financial statements of Nostalgia Motorcars, Inc.
dated. December 31, 1999.
/s/ Barry L. Friedman, P.C.
Barry L. Friedman, P.C., Certified Public Accountant
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