<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
NORSTAR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Utah 59-1643698
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6365 NW 6th Way, Suite 160
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices)
Employee Stock Option Plan
(Full title of the plan)
Employment Agreements
(Full title of the plan)
Consulting Agreement
(Full title of the plan)
Retainer Agreement
(Full title of the plan)
Harry DiFrancesco, President
6365 NW 6th Way, Suite 160, Fort Lauderdale, FL 33309
(Name and address of agent for service)
(954) 772-0240
(Telephone number, including area code, of agent for service)
----------------
Copies to:
Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212) 972-1677
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $0.375 $750,000 $1,980(2)
par value $.01 shares(1)
per share
- ------------------------------------------------------------------------------------------
Common Stock, 1,260,000 $0.40 $504,000 $1,331(4)
par value $.01 shares(3)
per share
- ------------------------------------------------------------------------------------------
Common Stock, 1,200,000 $0.375 $450,000 $1,188(6)
par value $.01 shares(5)
per share
- ------------------------------------------------------------------------------------------
Common Stock, 300,000 $0.375 $112,500 $297(8)
par value $.01 shares(7)
per share
- ------------------------------------------------------------------------------------------
TOTAL 4,760,000 $1,816,500 $4,796
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Represents 2,000,000 shares reserved for issuance upon the exercise of
options pursuant to the Registrant's employee stock option plan.
(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.
(3) Represents 1,260,000 shares of Common Stock to be issued to certain
consultants upon exercise of options granted at $0.40 per share as compensation
for services rendered pursuant to their consulting agreements.
(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.
(5) Represents 1,200,000 shares of Common Stock issued to certain employees
pursuant to their employment agreements.
(6) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.
<PAGE>
(7) Common Stock issued to the Registrant's general counsel for legal services
rendered.
(8) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement in Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement")
of Norstar Group, Inc., a Utah corporation, (the "Registrant") cover 4,760,000
shares of the Registrant's common stock, par value $.01 per share ("Common
Stock").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a)(i) The Registrant's Annual Report on Form10-KSB filed on
March 30, 2000.
(ii) The Registrant's Registration of Securities pursuant
to Section 12(g) of the Act dated December 7, 1999.
(c) The description of securities contained in the
Registrant's Registration of Securities pursuant to
Section 12(g) of the Act dated December 7, 1999.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all
<PAGE>
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 300,000 shares of Common Stock of the Registrant which shares are
being registered herein.
Item 6. Indemnification of Directors and Officers.
The Utah Business Corporation Act (the "UBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. A corporation may not
indemnify a director (a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation, or
(b) in connection with any other proceeding charging that the director derived
an improper personal benefit, whether or not involving action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 Specimen Common Stock Certificate
4.2 *Options issued to John Taylor dated April 17, 2000.
4.3 *Options issued to Keith Hall dated April 17, 2000.
<PAGE>
4.4 *Options issued to Wilbur Stakes dated April 17, 2000.
4.5 * 2000 Stock Option Plan
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.1 * Consent of J.H. Cohn LLP.
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
99.1 *Consulting Agreement between the Registrant and John Taylor
dated April 17, 2000.
99.2 *Consulting Agreement between the Registrant and Tech Fund
dated April 17, 2000.
99.3 *Consulting Agreement between the Registrant and Horizon
Consulting Group, Inc. dated April 17, 2000.
- -------------
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned 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
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; (2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) To remove from registration by means
of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
<PAGE>
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Fort Lauderdale, Florida on the 24th day of April, 2000.
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
--------------------------------
Harry DiFrancesco, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 24th day of April, 2000.
Signature Title
--------- -----
/s/ Harry DiFrancesco President and Chairman of the
- --------------------------------------- Board
Harry DiFrancesco
/s/ Andrew S. Peck Vice President o f Finance,
- --------------------------------------- Secretary and Director
Andrew S. Peck
/s/ Maynard Neil Abogov Vice President of Sales
- --------------------------------------- Management and Director
Maynard Neil Abogov
/s/ Jerome R. Saver Vice President of Sales and
- --------------------------------------- Director
Jerome R. Saver
/s/ Jay Sanet Vice President of Corporate
- --------------------------------------- Development and Director
Jay Sanet
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry DiFrancesco, his true and lawful
attorneys-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) of and supplements 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 such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 24 day of April, 2000.
Signature Title
--------- -----
/s/ Harry DiFrancesco President and Chairman of the Board
- -----------------------------
Harry DiFrancesco
/s/ Andrew S. Peck Vice President of Finance, Secretary and
- ----------------------------- Director
Andrew S. Peck
/s/ Maynard Neil Abogov Vice President of Sales Management and
- ----------------------------- Director
Maynard Neil Abogov
/s/ Jerome R. Saver Vice President of Sales and Director
- -----------------------------
Jerome R. Saver
/s/ Jay Sanet Vice President of Corporate Development and
- ----------------------------- Director
Jay Sanet
II-4
<PAGE>
EXHIBIT INDEX
Index and Description of Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 Specimen Common Stock Certificate
4.2 *Options issued to John Taylor dated April 17, 2000.
4.3 *Options issued to Keith Hall dated April 17, 2000.
4.4 *Options issued to Wilbur Stakes dated April 17, 2000.
4.5 * 2000 Stock Option Plan
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.1 * Consent of J.H. Cohn LLP.
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
99.1 *Consulting Agreement between the Registrant and John Taylor
dated April 17, 2000.
99.2 *Consulting Agreement between the Registrant and Tech Fund
dated April 17, 2000.
99.3 *Consulting Agreement between the Registrant and Horizon
Consulting Group, Inc. dated April 17, 2000.
- -------------
* Filed herewith.
<PAGE>
COMMON STOCK OPTION
NORSTAR GROUP, INC.
(a Utah Corporation)
FOR VALUE RECEIVED, NORSTAR GROUP, INC. (the "Company") hereby grants
to John Taylor (the "Holder"), subject to the terms and conditions hereinafter
set forth, the option to purchase an aggregate of ONE HUNDRED SEVENTY FIVE
THOUSAND (150,000) shares of common stock, par value $.01 (the "Common Stock")
of the Company at an exercise price of $0.40 per share, subject to adjustment as
provided in Section 5 below.
1. This Option may be exercised by the holder hereof, in whole or in
part (but not as to a fractional share), by the presentation and surrender of
this Option with the form of Election to Purchase duly executed, at the
principal office of the Company (or at such other address as the Company may
designate by notice in writing to the holder hereof at the address of such
holder appearing on the books of the Company), together with payment of the
exercise price by cash, certified check, cashier's check or wire transfer. The
Company shall deliver to the holder, as promptly as practicable, certificates
representing the shares being purchased; and, in case of exercise hereof in part
only, the Company upon surrender hereof, will deliver to the holder a new Option
Certificate or Option Certificates of like tenor entitling the holder to
purchase the number of shares as to which this Option has not been exercised.
2. Nothing contained herein shall be construed to confer upon the
holder of this Option, as such, any of the rights of a shareholder of the
Company.
3. The Company shall not issue certificates representing fractions of
shares of Common Stock upon the exercise of this Option, but shall make a cash
payment for any fractional share based on the market price of the Common Stock
on the date of exercise, which shall be the closing sale price on the principal
exchange on which the Common Stock is traded; or if not traded on any exchange,
then the representative closing bid price in the over-the-counter market. All
calculations under this Section 3 and under Section 5 shall be made to the
nearest cent or shares, as the case may be.
4. This Option is exchangeable, upon its surrender by the holder at the
office of the Company referred to in Section 1 above, for new Options
(containing the same terms as this Option) each representing the right to
purchase such number of shares of Common Stock as shall be designated by such
holder at the time of such surrender (but not exceeding in the aggregate the
remaining number of shares of Common Stock which may be purchased hereunder).
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Option and upon delivery of a bond of
indemnity satisfactory to the Company (or, in the case of mutilation, upon
<PAGE>
surrender of this Option), the Company will issue to the holder a replacement
Option (containing the same terms as this Option). As used herein, "Option"
shall include all new Options issued in exchange for or replacement of this
Option.
5. If the Company shall pay a dividend in shares of its Common Shares,
subdivide (split) its outstanding shares of Common Stock, combine (reverse
split) its outstanding shares of Common Stock, issue by reclassification of its
shares of Common Stock any shares or other securities of the Company, or
distribute to holders of its Common Stock any securities of the Company or of
another entity, the number of shares of Common Stock or other securities the
holder hereof is entitled to purchase pursuant to this Option immediately prior
thereto shall be adjusted so that the holder shall be entitled to receive upon
exercise the number of shares of Common Stock or other securities which he or
she would have owned or would have been entitled to receive after the happening
of any of the events described above had this Option been exercised immediately
prior to the happening of such event, and the exercise price per share shall be
correspondingly adjusted; provided, however, that no adjustment in the number of
shares and/or the exercise price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in such number
and/or price; and provided further, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. An adjustment made pursuant
to this Section 5 shall become effective immediately after the record date in
the case of the stock dividend or other distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. The holder of this Option shall be entitled to participate
in any subscription or other rights offering made to holders of the Company's
Common Stock to the extent he or she would have been entitled had this Option
been exercised in the full number of shares as to which this Option remains
unexercised immediately prior to the record date for such rights offering. If
the Company is consolidated or merged with or into another corporation or if all
or substantially all of its assets are conveyed to another corporation this
Option shall thereafter be exercisable for the purchase of the kind and number
of shares of stock or other securities or property, if any, receivable upon such
consolidation, merger or conveyance by a holder of the number of shares of
Common Stock of the Company which could have been purchased on the exercise of
this Option immediately prior to such consolidation, merger or conveyance; and,
in any such case, appropriate adjustment (as determined by the Board of
Directors) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holder of this Option
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the number of shares of Common
Stock the holder of this Option is entitled to purchase) shall thereafter by
applicable, as nearly as possible, in relation to any shares of Common Stock or
other securities or other property thereafter deliverable upon the exercise of
this Option. Upon any adjustment of the number of shares of Common Stock or
other securities the holder of this Option is entitled to purchase, and of any
change in exercise price per share, then in each such case the Company shall
give written notice thereof to the then registered holder of this Option at the
address of such holder as shown on the books of the Company, which notice shall
state such change and set forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Each such notice shall be
accompanied by a statement of the firm of independent certified public
accountants retained to audit the financial statements of the Company to the
effect that such firm concurs in the Company's calculation of the change.
<PAGE>
6. If at any time:
(a) The Company shall declare a dividend or other distribution on its
Common Stock payable otherwise than in cash at the same rate as the immediately
preceding regular dividend or in Common Stock; or
(b) The Company shall authorize the granting to the holders of its
Common Stock of rights to subscribe for or purchase any shares of capital stock
of any class or of any other rights; or
(c) There shall be any plan or agreement of reorganization, or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or
(d) There shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall give to the registered holder of this Option at the
address of such holder as shown on the books of the Company, at least ten (10)
days prior to the applicable record date or dates, a written notice summarizing
such action or event and stating the record date or dates for any such dividend
or rights (or if a record is not to be taken, the date or dates as of which the
holders of Common Stock of record to be entitled to such dividend or rights are
to be determined), the date on which any such reorganization, reclassification,
consolidation, merger, sale of assets, dissolution, liquidation or winding up is
expected to become effective, and the date or dates as of which it is expected
the holders of Common Stock of record shall be entitled to effect any exchange
of their shares of Common Stock for securities of other property deliverable
upon any such reorganization, reclassification, consolidation, merger, sale of
assets, dissolution, liquidation or winding up.
In Witness Whereof, the Company has caused this Option to be signed by
its duly authorized officers on the 17 day of April, 2000.
NORSTAR GROUP, INC.
By: /s/ Harry DiFracesco
--------------------------------
Harry DiFrancesco, President
Attest:
/s/ Andrew Peck
- ---------------------------
Andrew Peck, Secretary
<PAGE>
ELECTION TO PURCHASE
To: Norstar Group, Inc.
The undersigned hereby irrevocably elects to exercise the attached
Option to the extent of ______ shares of the Common Stock of Norstar Group, Inc.
The undersigned requests that the certificate or certificates for such shares be
issued in the name of and delivered as follows:
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
-----------------------------------------------------------
Address:
--------------------------------------------------------
- ----------------------------------------------------------------
By:
---------------------------
<PAGE>
COMMON STOCK OPTION
NORSTAR GROUP, INC.
(a Utah Corporation)
FOR VALUE RECEIVED, NORSTAR GROUP, INC. (the "Company") hereby grants
to Keith Hall (the "Holder"), subject to the terms and conditions hereinafter
set forth, the option to purchase an aggregate of SEVEN HUNDRED FIFTY THOUSAND
(750,000) shares of common stock, par value $.01 (the "Common Stock") of the
Company at an exercise price of $0.40 per share, subject to adjustment as
provided in Section 5 below.
1. This Option may be exercised by the holder hereof, in whole or in
part (but not as to a fractional share), by the presentation and surrender of
this Option with the form of Election to Purchase duly executed, at the
principal office of the Company (or at such other address as the Company may
designate by notice in writing to the holder hereof at the address of such
holder appearing on the books of the Company), together with payment of the
exercise price by cash, certified check, cashier's check or wire transfer. The
Company shall deliver to the holder, as promptly as practicable, certificates
representing the shares being purchased; and, in case of exercise hereof in part
only, the Company upon surrender hereof, will deliver to the holder a new Option
Certificate or Option Certificates of like tenor entitling the holder to
purchase the number of shares as to which this Option has not been exercised.
2. Nothing contained herein shall be construed to confer upon the
holder of this Option, as such, any of the rights of a shareholder of the
Company.
3. The Company shall not issue certificates representing fractions of
shares of Common Stock upon the exercise of this Option, but shall make a cash
payment for any fractional share based on the market price of the Common Stock
on the date of exercise, which shall be the closing sale price on the principal
exchange on which the Common Stock is traded; or if not traded on any exchange,
then the representative closing bid price in the over-the-counter market. All
calculations under this Section 3 and under Section 5 shall be made to the
nearest cent or shares, as the case may be.
4. This Option is exchangeable, upon its surrender by the holder at the
office of the Company referred to in Section 1 above, for new Options
(containing the same terms as this Option) each representing the right to
purchase such number of shares of Common Stock as shall be designated by such
holder at the time of such surrender (but not exceeding in the aggregate the
remaining number of shares of Common Stock which may be purchased hereunder).
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Option and upon delivery of a bond of
indemnity satisfactory to the Company (or, in the case of mutilation, upon
<PAGE>
surrender of this Option), the Company will issue to the holder a replacement
Option (containing the same terms as this Option). As used herein, "Option"
shall include all new Options issued in exchange for or replacement of this
Option.
5. If the Company shall pay a dividend in shares of its Common Shares,
subdivide (split) its outstanding shares of Common Stock, combine (reverse
split) its outstanding shares of Common Stock, issue by reclassification of its
shares of Common Stock any shares or other securities of the Company, or
distribute to holders of its Common Stock any securities of the Company or of
another entity, the number of shares of Common Stock or other securities the
holder hereof is entitled to purchase pursuant to this Option immediately prior
thereto shall be adjusted so that the holder shall be entitled to receive upon
exercise the number of shares of Common Stock or other securities which he or
she would have owned or would have been entitled to receive after the happening
of any of the events described above had this Option been exercised immediately
prior to the happening of such event, and the exercise price per share shall be
correspondingly adjusted; provided, however, that no adjustment in the number of
shares and/or the exercise price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in such number
and/or price; and provided further, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. An adjustment made pursuant
to this Section 5 shall become effective immediately after the record date in
the case of the stock dividend or other distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. The holder of this Option shall be entitled to participate
in any subscription or other rights offering made to holders of the Company's
Common Stock to the extent he or she would have been entitled had this Option
been exercised in the full number of shares as to which this Option remains
unexercised immediately prior to the record date for such rights offering. If
the Company is consolidated or merged with or into another corporation or if all
or substantially all of its assets are conveyed to another corporation this
Option shall thereafter be exercisable for the purchase of the kind and number
of shares of stock or other securities or property, if any, receivable upon such
consolidation, merger or conveyance by a holder of the number of shares of
Common Stock of the Company which could have been purchased on the exercise of
this Option immediately prior to such consolidation, merger or conveyance; and,
in any such case, appropriate adjustment (as determined by the Board of
Directors) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holder of this Option
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the number of shares of Common
Stock the holder of this Option is entitled to purchase) shall thereafter by
applicable, as nearly as possible, in relation to any shares of Common Stock or
other securities or other property thereafter deliverable upon the exercise of
this Option. Upon any adjustment of the number of shares of Common Stock or
other securities the holder of this Option is entitled to purchase, and of any
change in exercise price per share, then in each such case the Company shall
give written notice thereof to the then registered holder of this Option at the
address of such holder as shown on the books of the Company, which notice shall
state such change and set forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Each such notice shall be
accompanied by a statement of the firm of independent certified public
accountants retained to audit the financial statements of the Company to the
effect that such firm concurs in the Company's calculation of the change.
<PAGE>
6. If at any time:
(a) The Company shall declare a dividend or other distribution on its
Common Stock payable otherwise than in cash at the same rate as the immediately
preceding regular dividend or in Common Stock; or
(b) The Company shall authorize the granting to the holders of its
Common Stock of rights to subscribe for or purchase any shares of capital stock
of any class or of any other rights; or
(c) There shall be any plan or agreement of reorganization, or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or
(d) There shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall give to the registered holder of this Option at the
address of such holder as shown on the books of the Company, at least ten (10)
days prior to the applicable record date or dates, a written notice summarizing
such action or event and stating the record date or dates for any such dividend
or rights (or if a record is not to be taken, the date or dates as of which the
holders of Common Stock of record to be entitled to such dividend or rights are
to be determined), the date on which any such reorganization, reclassification,
consolidation, merger, sale of assets, dissolution, liquidation or winding up is
expected to become effective, and the date or dates as of which it is expected
the holders of Common Stock of record shall be entitled to effect any exchange
of their shares of Common Stock for securities of other property deliverable
upon any such reorganization, reclassification, consolidation, merger, sale of
assets, dissolution, liquidation or winding up.
In Witness Whereof, the Company has caused this Option to be signed by its
duly authorized officers on the 17 day of April, 2000.
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
--------------------------------
Harry DiFrancesco, President
Attest:
/s/ Andrew Peck
- ---------------------------
Andrew Peck, Secretary
<PAGE>
ELECTION TO PURCHASE
To: Norstar Group, Inc.
The undersigned hereby irrevocably elects to exercise the attached
Option to the extent of ______ shares of the Common Stock of Norstar Group, Inc.
The undersigned requests that the certificate or certificates for such shares be
issued in the name of and delivered as follows:
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
-----------------------------------------------------------
Address:
--------------------------------------------------------
- ----------------------------------------------------------------
By:
---------------------------
<PAGE>
COMMON STOCK OPTION
NORSTAR GROUP, INC.
(a Utah Corporation)
FOR VALUE RECEIVED, NORSTAR GROUP, INC. (the "Company") hereby grants
to Wilbur Stakes (the "Holder"), subject to the terms and conditions hereinafter
set forth, the option to purchase an aggregate of THREE HUNDRED SEVENTY FIVE
THOUSAND (375,000) shares of common stock, par value $.01 (the "Common Stock")
of the Company at an exercise price of $0.40 per share, subject to adjustment as
provided in Section 5 below.
1. This Option may be exercised by the holder hereof, in whole or in
part (but not as to a fractional share), by the presentation and surrender of
this Option with the form of Election to Purchase duly executed, at the
principal office of the Company (or at such other address as the Company may
designate by notice in writing to the holder hereof at the address of such
holder appearing on the books of the Company), together with payment of the
exercise price by cash, certified check, cashier's check or wire transfer. The
Company shall deliver to the holder, as promptly as practicable, certificates
representing the shares being purchased; and, in case of exercise hereof in part
only, the Company upon surrender hereof, will deliver to the holder a new Option
Certificate or Option Certificates of like tenor entitling the holder to
purchase the number of shares as to which this Option has not been exercised.
2. Nothing contained herein shall be construed to confer upon the
holder of this Option, as such, any of the rights of a shareholder of the
Company.
3. The Company shall not issue certificates representing fractions of
shares of Common Stock upon the exercise of this Option, but shall make a cash
payment for any fractional share based on the market price of the Common Stock
on the date of exercise, which shall be the closing sale price on the principal
exchange on which the Common Stock is traded; or if not traded on any exchange,
then the representative closing bid price in the over-the-counter market. All
calculations under this Section 3 and under Section 5 shall be made to the
nearest cent or shares, as the case may be.
4. This Option is exchangeable, upon its surrender by the holder at the
office of the Company referred to in Section 1 above, for new Options
(containing the same terms as this Option) each representing the right to
purchase such number of shares of Common Stock as shall be designated by such
holder at the time of such surrender (but not exceeding in the aggregate the
remaining number of shares of Common Stock which may be purchased hereunder).
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Option and upon delivery of a bond of
indemnity satisfactory to the Company (or, in the case of mutilation, upon
<PAGE>
surrender of this Option), the Company will issue to the holder a replacement
Option (containing the same terms as this Option). As used herein, "Option"
shall include all new Options issued in exchange for or replacement of this
Option.
5. If the Company shall pay a dividend in shares of its Common Shares,
subdivide (split) its outstanding shares of Common Stock, combine (reverse
split) its outstanding shares of Common Stock, issue by reclassification of its
shares of Common Stock any shares or other securities of the Company, or
distribute to holders of its Common Stock any securities of the Company or of
another entity, the number of shares of Common Stock or other securities the
holder hereof is entitled to purchase pursuant to this Option immediately prior
thereto shall be adjusted so that the holder shall be entitled to receive upon
exercise the number of shares of Common Stock or other securities which he or
she would have owned or would have been entitled to receive after the happening
of any of the events described above had this Option been exercised immediately
prior to the happening of such event, and the exercise price per share shall be
correspondingly adjusted; provided, however, that no adjustment in the number of
shares and/or the exercise price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in such number
and/or price; and provided further, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. An adjustment made pursuant
to this Section 5 shall become effective immediately after the record date in
the case of the stock dividend or other distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. The holder of this Option shall be entitled to participate
in any subscription or other rights offering made to holders of the Company's
Common Stock to the extent he or she would have been entitled had this Option
been exercised in the full number of shares as to which this Option remains
unexercised immediately prior to the record date for such rights offering. If
the Company is consolidated or merged with or into another corporation or if all
or substantially all of its assets are conveyed to another corporation this
Option shall thereafter be exercisable for the purchase of the kind and number
of shares of stock or other securities or property, if any, receivable upon such
consolidation, merger or conveyance by a holder of the number of shares of
Common Stock of the Company which could have been purchased on the exercise of
this Option immediately prior to such consolidation, merger or conveyance; and,
in any such case, appropriate adjustment (as determined by the Board of
Directors) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holder of this Option
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the number of shares of Common
Stock the holder of this Option is entitled to purchase) shall thereafter by
applicable, as nearly as possible, in relation to any shares of Common Stock or
other securities or other property thereafter deliverable upon the exercise of
this Option. Upon any adjustment of the number of shares of Common Stock or
other securities the holder of this Option is entitled to purchase, and of any
change in exercise price per share, then in each such case the Company shall
give written notice thereof to the then registered holder of this Option at the
address of such holder as shown on the books of the Company, which notice shall
state such change and set forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Each such notice shall be
accompanied by a statement of the firm of independent certified public
accountants retained to audit the financial statements of the Company to the
effect that such firm concurs in the Company's calculation of the change.
<PAGE>
6. If at any time:
(a) The Company shall declare a dividend or other distribution on its
Common Stock payable otherwise than in cash at the same rate as the immediately
preceding regular dividend or in Common Stock; or
(b) The Company shall authorize the granting to the holders of its
Common Stock of rights to subscribe for or purchase any shares of capital stock
of any class or of any other rights; or
(c) There shall be any plan or agreement of reorganization, or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or
(d) There shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall give to the registered holder of this Option at the
address of such holder as shown on the books of the Company, at least ten (10)
days prior to the applicable record date or dates, a written notice summarizing
such action or event and stating the record date or dates for any such dividend
or rights (or if a record is not to be taken, the date or dates as of which the
holders of Common Stock of record to be entitled to such dividend or rights are
to be determined), the date on which any such reorganization, reclassification,
consolidation, merger, sale of assets, dissolution, liquidation or winding up is
expected to become effective, and the date or dates as of which it is expected
the holders of Common Stock of record shall be entitled to effect any exchange
of their shares of Common Stock for securities of other property deliverable
upon any such reorganization, reclassification, consolidation, merger, sale of
assets, dissolution, liquidation or winding up.
In Witness Whereof, the Company has caused this Option to be signed by
its duly authorized officers on the 17 day of April, 2000.
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
--------------------------------
Harry DiFrancesco, President
Attest:
/s/ Andrew Peck
- ---------------------------
Andrew Peck, Secretary
<PAGE>
ELECTION TO PURCHASE
To: Norstar Group, Inc.
The undersigned hereby irrevocably elects to exercise the attached
Option to the extent of ______ shares of the Common Stock of Norstar Group, Inc.
The undersigned requests that the certificate or certificates for such shares be
issued in the name of and delivered as follows:
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
-----------------------------------------------------------
Address:
--------------------------------------------------------
- ----------------------------------------------------------------
By:
---------------------------
<PAGE>
NORSTAR GROUP, INC.
STOCK OPTION PLAN
1. Purpose of Plan.
This 2000 Stock Option Plan (the "Plan") is designed to assist NorStar
Group, Inc. (the "Company") in attracting and retaining highly qualified persons
as employees of the Company and its Subsidiaries and to provide such key
employees with incentives to contribute to the growth and development of the
business of the Company.
This Plan will be effected through the granting of stock options on the
terms and conditions hereinafter provided, which options are intended to qualify
as "incentive stock options" within the meaning of section 422(b) of the
Internal Revenue Code of 1986, as amended.
2. Definitions.
Unless the context otherwise indicates, the following terms have the
following meanings:
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as the same may from
time to time be amended.
"Committee" means a committee consisting of at least three (3)
Disinterested Persons appointed by the Board to administer the Plan and to
perform the functions set forth herein.
"Common Stock" means the Common Stock of the Company.
"Designated Beneficiary" means the person designated by an optionee to
be entitled on his death to any remaining rights arising out of an option, such
designation to be made by written notice from the optionee to the Company in
accordance with such regulations as the Committee may create.
"Disinterested Person" means a person (within the meaning of Rule 16b-3
under the Exchange Act) who at the time he exercises discretion as a member of
the Committee is not and at any time within one (1) year prior thereto has not
been eligible for selection (within the meaning of Rule 16b-3 of the Exchange
Act) as a person to whom shares of Common Stock may be allocated or to whom
stock options or stock appreciation rights may be granted pursuant to
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<PAGE>
this Plan or any other plan of the Company or any other Subsidiary entitling
participants therein to acquire stock, stock options or stock appreciation
rights of the Company or any Subsidiary.
"Employee" means any employee (including any officer) of the Company or
any subsidiary of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the fair market value of the shares of Common
Stock ("Fair Market Value") shall be the last closing sale price on the
principal exchange on which the Common Stock is traded; or if not traded on any
exchange, shall then be the average of the last closing bid and asked price as
reported for the shares on the Over-the-Counter Bulletin Board ("OTCBB") or on
the last date preceding such date on which a sale was reported.
"Incentive Stock Options" means stock options which constitute
incentive stock options within the meaning of Section 422(b), or any successor
section, of the Code having the provisions specified in the Plan for such
incentive stock options.
"Parent" means "parent corporation" as defined in Section 425(e), or
any successor section, of the Code.
"Stock Option Agreement" means a stock option agreement entered into
pursuant to the Plan substantially in the form of Exhibit A hereto.
"Subsidiary" means "subsidiary corporation" as defined in Section 425
(f), or any successor section of the Code.
"Ten Percent Stockholder" means any person who, immediately after any
option is granted to such person, owns within the meaning of Section 422 (b)(6),
or any successor section, of the Code more than 10% of the total combined voting
power of all classes of stock of the Company, its parent, if any, or its
Subsidiaries.
3. Stock Subject to Plan
The shares to be issued upon exercise of the options granted under the
Plan shall be Common Stock. The maximum number of shares of Common Stock for
which options may be granted under the Plan shall be 2,000,000 shares (subject
to adjustment as provided in Section 9 hereof). If any option granted under the
Plan shall expire or terminate for any reason whatsoever without having been
exercised in full, the unpurchased shares of Common Stock previously subject to
such option shall become available for new options.
2
<PAGE>
4. Administration.
(a) The Plan shall be administered by the Committee. The Board shall
annually appoint the members of the Committee at the annual organizing meeting
of the Board. Each member of the Committee shall be a Disinterested Person.
(b) The Board shall fill all vacancies on the Committee and may remove
any member of the Committee at any time with or without cause. The Committee
shall select its own chairman and shall adopt, alter or repeal such rules and
procedures as it may deem proper and shall hold its meetings at such times and
places as it may determine. The Committee shall keep minutes of its meetings.
Action by a majority of the Committee members present at any meeting at which a
quorum is present, or action approved in writing by all members of the Committee
without a meeting, shall constitute the acts of the Committee.
(c) Subject to the provisions of the Plan, the Committee shall have the
full and final authority to (i) determine the eligible employees of the Company
and its Subsidiaries to whom, and the times at which, options shall be granted
and the number of shares subject to each option; (ii) prescribe, amend and
rescind rules and regulations relating to the Plan; (iii) determine the
provisions of options granted under the Plan (which need not be identical) and,
with the consent of the holder thereof, amend or modify any option; (iv)
interpret the Plan and the respective options; and (v) make all other
determinations necessary or advisable for administering the Plan. All
determinations and interpretations by the Committee shall be binding upon all
parties. No member of the Committee or the Board shall be liable for any action
or determination made in good faith in respect of the Plan or any option granted
under it.
(d) The provisions of this Section 4 shall survive any termination of
the Plan.
5. Eligibility for Award of Options.
(a) Options may be granted only to officers and other key employees of
the Company and its Subsidiaries. Any reference in the Plan to "employment by
the Company" shall also be deemed to include employment by any Subsidiary of the
Company. Determination by the Committee or the Board as to who are eligible
employees shall be conclusive.
(b) A person who is a director of the Company shall not be considered
an officer or employee for the purpose of the Plan solely because he or she is a
director. However, a person who otherwise is an eligible officer or employee
shall not be disqualified by virtue of being a director of the Company or any
Subsidiary.
(c) More than one option may be granted to any eligible employee.
3
<PAGE>
6. Option Price.
The purchase price of the Common Stock under each option shall be
determined by the Committee. The purchase price shall be at least 100 percent
(100%) of the Fair Market Value of the Common Stock on the date of grant of
option. The purchase price under an option granted to an officer or employee who
is a Ten Percent Stockholder shall be at least 110% of the Fair Market Value of
the Common Stock on the date of the grant of the option.
7. Annual Limitation on Grants to One Officer or Employee.
No option shall be granted during any calendar year to any individual
under the Plan if the aggregate fair market value (as of the time the option is
granted) of the Common Stock with respect to which incentive stock options are
exercisable for the first time by such individual during any calendar year
(under the Plan and any other plan of the Company, its Parent, if any, and its
Subsidiaries) exceeds 10% of EBITDA.
8. Terms and Exercise of Option.
(a) Maximum Ten-Year Termination Date. Each option shall expire no
later than ten years after the date on which it shall have been granted, but the
Committee in its discretion may prescribe a shorter period for any individual
option or options. Any option granted to a person who is a Ten Percent
Stockholder shall terminate no later than five years after the date on which the
option was granted. The date of termination pursuant to this paragraph is
referred to hereinafter as the "termination date of the option."
(b) Vesting. Options shall be exercisable at such times and in such
installments, if any, as the Committee may determine. In the event any option is
exercisable in installments, any shares which may be purchased during any year
or other period which are not purchased during such year or other period may be
purchased at any time or from time to time during any subsequent year or period
during the term of the option unless otherwise provided in the Stock Option
Agreement.
(c) Means of Exercise of Option. An option shall be exercised by
written notice to the Secretary or Treasurer of the Company at its then
principal office which is received not later than 5:00 p.m. of the expiration
date. The notice shall specify the number of shares as to which the option is
being exercised and shall be accompanied by payment in full of the purchase
price for such shares. An optionee at his discretion may, in lieu of cash
payment, deliver Common Stock already owned, with a Fair Market Value (on the
date of exercise) equal to the purchase price for the shares being acquired
pursuant to the exercise of the option, as payment for the exercise of any
option. In the event an option is being exercised in whole or in part, pursuant
to Section 8 (f) or (g) hereof by any person other than the optionee, a notice
of election shall be accompanied by proof satisfactory to the Company of the
rights of such person to exercise said option. An optionee shall not, by virtue
of the granting of an option, be entitled to any rights of a
4
<PAGE>
shareholder in the Company and he or she shall not be considered a record holder
of shares purchased by him until the date on which he shall actually be recorded
as the holder of such shares upon the stock records of the Company. The Company
shall not be required to pay to the person exercising the option the cash
equivalent of any fractional share interest unless so determined by the
Committee.
(d) Options are Nontransferable. No option may be transferred by the
optionee (except in connection with death or disability as provided in Sections
8(f) and (g)).
(e) Options Lapse Three Months after Termination of Employment. In the
event of the termination of an optionee's employment by the Company and its
Subsidiaries at any time for any reason (excluding disability or death), the
optionee's options and all rights thereunder shall expire three months after the
date of termination of employment. The option shall be exercisable by the
optionee at any time within months, but only to the extent exercisable by the
optionee on the date of termination of his or her employment.
(f) Option Exercisable Six Months After Termination in Event of
Disability. In the event the optionee is permanently and totally disabled
(within the meaning of Section 105(d)(4), or any successor section, of the
Code), the optionee's option and all rights thereunder shall expire six months
after the date of termination of employment. The option shall be exercisable by
the optionee (or the optionee's legal representative) at any time within such
six months.
(g) Option Exercisable Six Months after Date of Death. If an optionee
shall die while in the employ of the Company or any of its Subsidiaries, his
option may be exercised by his designated beneficiaries (or if none have been
effectively designated, by his executor, administrator or the person to whom
rights under his option shall pass by way of his will or by the laws of descent
and distribution) at any time within six (6) months after date of his death, but
only to the extent exercisable by the optionee at his death. The option shall
expire six months after the date of the optionee's death.
(h) No Right to Continued Employment. Nothing in the Plan or in any
option granted pursuant hereto shall confer on any individual any right to
continue in the employ of the Company or any of its Subsidiaries or prevent or
interfere in any way with the right of the Company or its Subsidiaries to
terminate the optionee's employment at any time, with or without cause.
(i) Options Must be Evidenced by Writing. Each option granted pursuant
to the Plan shall be evidenced by a written Stock Option Agreement, duly
executed by the Company and the optionee, in such form and containing such
provisions as the Committee or Board may from time to time authorize or approve.
5
<PAGE>
9. Adjustments.
The Stock Option Agreement shall contain appropriate provisions for the
adjustment of the kind and number of shares subject to each outstanding option,
and for the adjustment of the exercise price per share, in the event of any
changes in the outstanding Common Stock of the Company by reason of stock
dividends, stock splits, recapitalization, reorganizations, mergers,
consolidations, combinations or exchanges of shares, and the like. In the event
of any such change or changes in the outstanding Common Stock, and as often as
the same shall occur, the kind and aggregate number of shares available under
the Plan shall be appropriately adjusted by the Committee or Board, whose
determination shall be binding and conclusive.
10. Amendment and Termination.
(a) Unless the Plan shall have been sooner terminated as provided
herein, it shall terminate on, and no option shall be granted thereunder after
April 17, 2010. The Board may at any time prior to that date alter, suspend or
terminate the Plan as it may deem advisable, except that it may not without
further shareholder approval: (i) increase the maximum number of shares subject
to the Plan (except for changes pursuant to Section 9); (ii) extend the period
during which options may be granted or exercised; or (iii) make any other
changes unless the Board determines that the change would not materially
increase the cost of the Plan to the Company. Except as otherwise hereinafter
provided, no alteration, suspension or termination of the Plan may, without the
consent of the employee to whom any option shall have theretofore been granted
(or the person or persons entitled to exercise such option under Section 8(f) or
(g) of the Plan), terminate his option or adversely affect his rights
thereunder.
(b) Anything herein to the contrary notwithstanding, in the event that
the Board shall at any time declare it advisable to do so in connection with any
proposed sale or conveyance of all or substantially all of the assets of the
Company or of any proposed consolidation or merger of the Company, the Company
may give written notice to the holder of any option that his option may be
exercised only within thirty (30) days after the date of such notice but not
thereafter, and all rights under said option which shall have not been so
exercised shall terminate at the expiration of such thirty (30) days, provided
that the proposed sale, conveyance, consolidation or merger to which such notice
shall relate shall be consummated within six (6) months after the date of such
notice. In the event such notice shall have been given, any such option may be
exercised either in whole or in part notwithstanding the vested period required
under the terms of the option for the exercise thereof. If such proposed sale,
conveyance, consolidation or merger shall not be consummated within said time
period, no unexercised rights under any option shall be affected by such notice
except that such option may not be exercised between the date of expiration of
such thirty (30) days and the date of the expiration of such six (6) months.
6
<PAGE>
11. Indemnification.
Any member of the Committee or the Board who is made, or threatened to
be made, a party to any action or proceeding, whether civil or criminal, by
reason of the fact that the member is or was a member is or was a member of the
Committee or the Board insofar as it relates to the Plan shall be indemnified by
the Company, and the Company may advance his related expenses, to the full
extent permitted by law or to any greater extent as provided in the Company's
Certificate of Incorporation or By-Laws or in any agreement between the Company
and the member.
12. Effective Date of the Plan.
The Plan shall become effective on, and options may be granted
thereunder after April 17, 2000, provided, however, that if the Plan shall not
be approved by the holders of a majority of the outstanding voting stock of the
Company within 12 months of said date, the Plan and all options granted
thereunder shall be and become null and void, and provided, further, that no
options granted by the Commission may be exercised prior to the approval of the
Plan by shareholders.
13. Expenses.
The Company shall pay all fees and expenses incurred in connection with
the establishment and administration of the Plan.
14. Government Regulations. Registration and Listing of Stock.
(a) The Plan, and the grant and exercise of options thereunder, and the
Company's obligation to sell and deliver stock under such options, shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any regulatory or governmental agency as may be required.
(b) Unless a registration statement under the Securities Act of 1933
and the applicable rules and regulations thereunder (collectively the "Act") is
then in effect with respect to shares issued upon exercise of any option (which
registration shall not be required), the Company shall require that the offer
and sale of such shares be exempt from the registration provisions of said act.
In furtherance of such exemption, the Company may require, as a condition
precedent to the exercise of any option, that the person exercising the option
give to the Company a written representation and undertaking, satisfactory in
the form and substance to the Company, that he or she is acquiring the shares
for his or her own account for investment and not with a view to the
distribution or resale thereof and otherwise establish to the Company's
satisfaction that the offer or sale of the shares issuable upon the exercise of
the option will not constitute or result in any breach or violation of the Act
or any similar state act or statute or any rules or regulations thereunder. In
the event a Registration Statement under the Act is not then in effect with
respect to the shares of Common Stock issued upon exercise of an option, the
Company shall place upon any stock certificate an appropriate legend referring
to the restrictions on disposition under the Act.
7
<PAGE>
(c) In the event the class of shares issuable upon the exercise of any
option is listed on any national securities exchange, the Company shall not be
required to issue or deliver any certificate for shares upon the exercise of any
options prior to the listing of the shares so issuable on such national
securities exchange and prior to the registration of the same under the Exchange
Act or any similar act or statute.
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
--------------------------------
Harry DiFrancesco, President
Attest:
/s/ Andrew Peck
- ---------------------------
Andrew Peck, Secretary
8
<PAGE>
Exhibit 5.1
[Bondy & Schloss LLP Letterhead Logo]
April 24, 2000
Norstar Group, Inc.
6365 NW 6th Way
Suite 160
Fort Lauderdale, FL 33309
Ladies and Gentlemen:
We have acted as counsel to Norstar Group, Inc. , a Utah
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of an aggregate 4,760,000 shares (the "Shares") of Common Stock,
$.01 par value per share, issuable to certain consultants and Bondy & Schloss
LLP, pursuant to agreements with the Company (the "Agreements").
In connection with the foregoing, we have examined originals
or copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that, when issued and paid for in accordance with the Agreements, the Shares
will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York and are not
licensed or admitted to practice law in any other jurisdiction. Accordingly, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States.
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement. In giving such consent, we do
not thereby concede that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.
<PAGE>
Norstar Group, Inc.
April 24 , 2000
Page 2
Very truly yours,
Bondy & Schloss LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To the Board of Directors and Stockholders
NorStar Group, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 13, 2000 related to the
consolidated financial statements of NorStar Group, Inc. and Subsidiaries as of
December 31, 1999 and for the years ended December 31, 1999 and 1998, which
report appears in the Annual Report on Form 10-KSB for the year ended December
31, 1999 previously filed by NorStar Group, Inc. and Subsidiaries.
/s/ J.H. Cohn LLP
-----------------
J.H. COHN LLP
Roseland, New Jersey
April 19, 2000
<PAGE>
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as of this
17 day of April, 2000, by and between JOHN TAYLOR, with offices at 22 Cedar
Grove, Amersham, Buckinghamshire HP7-9BG UK ("Consultant") and NORSTAR GROUP,
INC., with offices at 6365 NW 6th Way, Suite 160, Fort Lauderdale, Florida 33309
("Company") (together the "Parties").
WHEREAS, the Parties desire to formalize the terms and conditions under
which Consultant shall provide consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Term of Agreement and Renewal.
The Agreement shall remain in effect from the date of execution hereof
through the expiration of a one year period, and may be renewed upon the mutual
consent of the Parties.
2. Nature of Services to be Rendered.
Consultant shall provide the Company with consulting services,
including, but not limited to, actively pursuing potential business entities
primarily in England to advertise and/or link to their internet community.
3. Compensation.
As compensation for his consulting services rendered hereunder, the
Company, simultaneously with the execution of this Agreement, shall issue to the
Consultant an option to purchase one hundred seventy five thousand (175,000)
shares of the Company's restricted common stock, exercisable at $0.40 per share
(the "Option"); and
4. Warranties and Representations of the Consultant.
In order to induce the Company to enter into this Agreement, the
Consultant hereby makes the following unconditional warranties and
representations:
(a) Consultant is not now a party to a consulting agreement with any
other corporation or entity involved in a business which is the same as or
similar to the Company's.
<PAGE>
(b) Consultant is permitted to provide consulting services to any
corporation or entity engaged in a business identical or similar to the
Company's, provided, however, that the Consultant shall keep confidential all
information it receives from the Company which is of a confidential or
proprietary nature, without disclosure to or for the benefit of any third
parties.
5. Warranties and Representations of the Company.
In order to induce the Consultant to enter into this Agreement, the
Company hereby makes the following unconditional warranties and representations:
(a) The Company is not a party to any other contract or agreement with
terms identical to those contained herein.
(b) The Company acknowledges that Consultant does not guarantee its
ability to cause the consumption of any contract or merger or acquisition with
any corporate candidate.
6. Issuance of Option to Consultant.
The Company shall cause to be issued and delivered to Consultant the
Option bearing the signatures of its President and Secretary. The Company shall
take all corporate action necessary for the Option issuance to be legally valid
and irrevocable, including obtaining the prior unanimous written consent of its
Board of Directors.
7. Registration Obligations.
The Company expressly agrees to register, with the Securities and
Exchange Commission, the shares of common stock underlying the options issued
herein in a registration statement on Form S-8, if and when available (and all
related qualifications under the state securities laws).
8. Expense Reimbursement.
Consultant shall be entitled to receive cash reimbursement, and the
Company shall provide cash reimbursement, of all cash expenses paid by
Consultant on behalf of the Company in performance of his duties hereunder. Such
expenses shall include without limitation expenses for communications and
travel. In no event, however, will Consultant incur on behalf of the Company an
expense in excess of $500 without the prior written consent of the Company.
9. Indemnification of Consultant by the Company.
The Company shall indemnify and hold harmless Consultant from and
against any and all liabilities and damages in connection with the Company's
ownership and operation and, without limiting the foregoing, shall pay the
Consultant's legal fees and expenses if Consultant is named as a defendant in
any proceedings brought in connection with the services provided hereunder.
<PAGE>
10. Indemnification of the Company by the Consultant.
Consultant shall indemnify and hold harmless the Company and its
principals from and against any and all liabilities and damages arising out of
actions taken by Consultant in connection with his services as consultant, which
actions were not authorized by the Company.
11. Arbitration.
Any and all conflicts, disputes and disagreements arising out of or in
connection with any aspect of the Agreement shall be subject to arbitration in
accordance with the rules of The American Arbitration Association then in
effect. Written Notice of Dispute shall be served by either Party upon the other
Party at its address set forth herein or such other address as it shall have
provided in writing for that purpose, and the arbitration date shall be set no
later than two months from the date such Notice is served. The dispute shall be
submitted to The American Arbitration Association headquarters located in Fort
Lauderdale, Florida or the nearest office thereto. The Parties designate the
Circuit Court, Dade County as the court in which any arbitration award shall be
subject to confirmation, and will abide by such confirmation.
12. Entire Understanding/Incorporation of other Documents.
This Agreement contains the entire understanding of the Parties with
regard to the subject matter hereof, superseding any and all prior agreements or
understandings whether oral or written, and no further or additional agreements,
promises, representations or covenants may be inferred or construed to exist
between the Parties.
13. No Assignment or Delegation Without Prior Approval.
No portion of the Agreement or any of its provisions may be assigned,
nor obligations delegated, to any other person or party without the prior
written consent of the Parties except by operation of law or as otherwise set
forth herein.
14. Survival of Agreement.
The Agreement and all of its terms shall inure to the benefit of any
permitted assignees of or lawful successors to either Party.
15. No Amendment Except in Writing.
Neither the Agreement nor any of its provisions may be altered or
amended except in a dated writing signed by the Parties.
16. Waiver of Breach.
No waiver of any breach of any provision hereof shall be deemed to
constitute a continuing waiver or a waiver of any other portion of the
Agreement.
<PAGE>
17. Severability of the Agreement.
Except as otherwise provided herein, if any provision hereof is deemed
by arbitration or a court of competent jurisdiction to be legally unenforceable
or void, such provision shall be stricken from the Agreement and the remainder
hereof shall remain in full force and effect.
18. Governing Law.
The Agreement and its provisions shall be construed in accordance with
and pursuant to, and governed by, the laws of the State of Florida, as
applicable to agreements to be performed solely within the State of Florida,
without regard to its conflict-of-laws provisions then in effect.
19. No Construction Against Drafter.
The Agreement shall be construed without regard to any presumption or
other rule requiring construction against the Party causing the drafting hereof.
IN WITNESS WHEREOF, the Parties have executed the Agreement as of the
date first above written.
By: /s/ John Taylor
--------------------------------
John Taylor, Consultant
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
--------------------------------
Harry DiFrancesco, President
<PAGE>
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as of this
17 day of April, 2000, by and between TECH FUND, with offices at Chateau
Perigord, Apt 275 6, Lacets St. Leon, MC 98000 Monaco ("Consultant") and
NORSTAR GROUP, INC., with offices at 6365 NW 6th Way, Suite 160, Fort
Lauderdale, Florida 33309 ("Company") (together the "Parties").
WHEREAS, the Parties desire to formalize the terms and conditions under
which Consultant shall provide consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Term of Agreement and Renewal.
The Agreement shall remain in effect from the date of execution hereof
through the expiration of a one year period, and may be renewed upon the mutual
consent of the Parties.
2. Nature of Services to be Rendered.
Consultant shall provide the Company with consulting services,
including, but not limited to, actively pursuing potential business entities
primarily in Europe to advertise and/or link to their internet community.
3. Compensation.
As compensation for his consulting services rendered hereunder, the
Company, simultaneously with the execution of this Agreement, shall issue to the
Consultant an option to purchase seven hundred fifty thousand (750,000) shares
of the Company's restricted common stock, exercisable at $0.40 per share (the
"Option"); and
4. Warranties and Representations of the Consultant.
In order to induce the Company to enter into this Agreement, the
Consultant hereby makes the following unconditional warranties and
representations:
(a) Consultant is not now a party to a consulting agreement with any
other corporation or entity involved in a business which is the same as or
similar to the Company's.
<PAGE>
(b) Consultant is permitted to provide consulting services to any
corporation or entity engaged in a business identical or similar to the
Company's, provided, however, that the Consultant shall keep confidential all
information it receives from the Company which is of a confidential or
proprietary nature, without disclosure to or for the benefit of any third
parties.
5. Warranties and Representations of the Company.
In order to induce the Consultant to enter into this Agreement, the
Company hereby makes the following unconditional warranties and representations:
(a) The Company is not a party to any other contract or agreement with
terms identical to those contained herein.
(b) The Company acknowledges that Consultant does not guarantee its
ability to cause the consumption of any contract or merger or acquisition with
any corporate candidate.
6. Issuance of Option to Consultant.
The Company shall cause to be issued and delivered to Consultant the
Option bearing the signatures of its President and Secretary. The Company shall
take all corporate action necessary for the Option issuance to be legally valid
and irrevocable, including obtaining the prior unanimous written consent of its
Board of Directors.
7. Registration Obligations.
The Company expressly agrees to register, with the Securities and
Exchange Commission, the shares of common stock underlying the options issued
herein in a registration statement on Form S-8, if and when available (and all
related qualifications under the state securities laws).
8. Expense Reimbursement.
Consultant shall be entitled to receive cash reimbursement, and the
Company shall provide cash reimbursement, of all cash expenses paid by
Consultant on behalf of the Company in performance of his duties hereunder. Such
expenses shall include without limitation expenses for communications and
travel. In no event, however, will Consultant incur on behalf of the Company an
expense in excess of $500 without the prior written consent of the Company.
9. Indemnification of Consultant by the Company.
The Company shall indemnify and hold harmless Consultant from and
against any and all liabilities and damages in connection with the Company's
ownership and operation and, without limiting the foregoing, shall pay the
Consultant's legal fees and expenses if Consultant is named as a defendant in
any proceedings brought in connection with the services provided hereunder.
<PAGE>
10. Indemnification of the Company by the Consultant.
Consultant shall indemnify and hold harmless the Company and its
principals from and against any and all liabilities and damages arising out of
actions taken by Consultant in connection with his services as consultant, which
actions were not authorized by the Company.
11. Arbitration.
Any and all conflicts, disputes and disagreements arising out of or in
connection with any aspect of the Agreement shall be subject to arbitration in
accordance with the rules of The American Arbitration Association then in
effect. Written Notice of Dispute shall be served by either Party upon the other
Party at its address set forth herein or such other address as it shall have
provided in writing for that purpose, and the arbitration date shall be set no
later than two months from the date such Notice is served. The dispute shall be
submitted to The American Arbitration Association headquarters located in Fort
Lauderdale, Florida or the nearest office thereto. The Parties designate the
Circuit Court, Dade County as the court in which any arbitration award shall be
subject to confirmation, and will abide by such confirmation.
12. Entire Understanding/Incorporation of other Documents.
This Agreement contains the entire understanding of the Parties with
regard to the subject matter hereof, superseding any and all prior agreements or
understandings whether oral or written, and no further or additional agreements,
promises, representations or covenants may be inferred or construed to exist
between the Parties.
13. No Assignment or Delegation Without Prior Approval.
No portion of the Agreement or any of its provisions may be assigned,
nor obligations delegated, to any other person or party without the prior
written consent of the Parties except by operation of law or as otherwise set
forth herein.
14. Survival of Agreement.
The Agreement and all of its terms shall inure to the benefit of any
permitted assignees of or lawful successors to either Party.
15. No Amendment Except in Writing.
Neither the Agreement nor any of its provisions may be altered or
amended except in a dated writing signed by the Parties.
16. Waiver of Breach.
No waiver of any breach of any provision hereof shall be deemed to
constitute a continuing waiver or a waiver of any other portion of the
Agreement.
<PAGE>
17. Severability of the Agreement.
Except as otherwise provided herein, if any provision hereof is deemed
by arbitration or a court of competent jurisdiction to be legally unenforceable
or void, such provision shall be stricken from the Agreement and the remainder
hereof shall remain in full force and effect.
18. Governing Law.
The Agreement and its provisions shall be construed in accordance with
and pursuant to, and governed by, the laws of the State of Florida, as
applicable to agreements to be performed solely within the State of Florida,
without regard to its conflict-of-laws provisions then in effect.
19. No Construction Against Drafter.
The Agreement shall be construed without regard to any presumption or
other rule requiring construction against the Party causing the drafting hereof.
IN WITNESS WHEREOF, the Parties have executed the Agreement as of the
date first above written.
TECH FUND
By: /s/ Keith Hall
--------------------------------
Keith Hall, Consultant
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
--------------------------------
Harry DiFrancesco, President
<PAGE>
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as of this
17 day of April, 2000, by and between HORIZON CONSULTING CORP., with offices at
("Consultant") and NORSTAR GROUP, INC., with offices at 6365 NW 6th Way,
Suite 160, Fort Lauderdale, Florida 33309 ("Company") (together the "Parties").
WHEREAS, the Parties desire to formalize the terms and conditions under
which Consultant shall provide consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Term of Agreement and Renewal.
The Agreement shall remain in effect from the date of execution hereof
through the expiration of a one year period, and may be renewed upon the mutual
consent of the Parties.
2. Nature of Services to be Rendered.
Consultant shall provide the Company with consulting services,
including, but not limited to, actively pursuing potential business entities
primarily in northeast of the United States to advertise and/or link to their
internet community.
3. Compensation.
As compensation for his consulting services rendered hereunder, the
Company, simultaneously with the execution of this Agreement, shall issue to the
Consultant an option to purchase three hundred seventy five thousand (375,000)
shares of the Company's restricted common stock, exercisable at $0.40 per share
(the "Option"); and
4. Warranties and Representations of the Consultant.
In order to induce the Company to enter into this Agreement, the
Consultant hereby makes the following unconditional warranties and
representations:
(a) Consultant is not now a party to a consulting agreement with any
other corporation or entity involved in a business which is the same as or
similar to the Company's.
<PAGE>
(b) Consultant is permitted to provide consulting services to any
corporation or entity engaged in a business identical or similar to the
Company's, provided, however, that the Consultant shall keep confidential all
information it receives from the Company which is of a confidential or
proprietary nature, without disclosure to or for the benefit of any third
parties.
5. Warranties and Representations of the Company.
In order to induce the Consultant to enter into this Agreement, the
Company hereby makes the following unconditional warranties and representations:
(a) The Company is not a party to any other contract or agreement with
terms identical to those contained herein.
(b) The Company acknowledges that Consultant does not guarantee its
ability to cause the consumption of any contract or merger or acquisition with
any corporate candidate.
6. Issuance of Option to Consultant.
The Company shall cause to be issued and delivered to Consultant the
Option bearing the signatures of its President and Secretary. The Company shall
take all corporate action necessary for the Option issuance to be legally valid
and irrevocable, including obtaining the prior unanimous written consent of its
Board of Directors.
7. Registration Obligations.
The Company expressly agrees to register, with the Securities and
Exchange Commission, the shares of common stock underlying the options issued
herein in a registration statement on Form S-8, if and when available (and all
related qualifications under the state securities laws).
8. Expense Reimbursement.
Consultant shall be entitled to receive cash reimbursement, and the
Company shall provide cash reimbursement, of all cash expenses paid by
Consultant on behalf of the Company in performance of his duties hereunder. Such
expenses shall include without limitation expenses for communications and
travel. In no event, however, will Consultant incur on behalf of the Company an
expense in excess of $500 without the prior written consent of the Company.
9. Indemnification of Consultant by the Company.
The Company shall indemnify and hold harmless Consultant from and
against any and all liabilities and damages in connection with the Company's
ownership and operation and, without limiting the foregoing, shall pay the
Consultant's legal fees and expenses if Consultant is named as a defendant in
any proceedings brought in connection with the services provided hereunder.
<PAGE>
10. Indemnification of the Company by the Consultant.
Consultant shall indemnify and hold harmless the Company and its
principals from and against any and all liabilities and damages arising out of
actions taken by Consultant in connection with his services as consultant, which
actions were not authorized by the Company.
11. Arbitration.
Any and all conflicts, disputes and disagreements arising out of or in
connection with any aspect of the Agreement shall be subject to arbitration in
accordance with the rules of The American Arbitration Association then in
effect. Written Notice of Dispute shall be served by either Party upon the other
Party at its address set forth herein or such other address as it shall have
provided in writing for that purpose, and the arbitration date shall be set no
later than two months from the date such Notice is served. The dispute shall be
submitted to The American Arbitration Association headquarters located in Fort
Lauderdale Florida or the closest location thereto. The Parties designate the
Circuit Court, Dade County as the court in which any arbitration award shall be
subject to confirmation, and will abide by such confirmation.
12. Entire Understanding/Incorporation of other Documents.
This Agreement contains the entire understanding of the Parties with
regard to the subject matter hereof, superseding any and all prior agreements or
understandings whether oral or written, and no further or additional agreements,
promises, representations or covenants may be inferred or construed to exist
between the Parties.
13. No Assignment or Delegation Without Prior Approval.
No portion of the Agreement or any of its provisions may be assigned,
nor obligations delegated, to any other person or party without the prior
written consent of the Parties except by operation of law or as otherwise set
forth herein.
14. Survival of Agreement.
The Agreement and all of its terms shall inure to the benefit of any
permitted assignees of or lawful successors to either Party.
15. No Amendment Except in Writing.
Neither the Agreement nor any of its provisions may be altered or
amended except in a dated writing signed by the Parties.
16. Waiver of Breach.
No waiver of any breach of any provision hereof shall be deemed to
constitute a continuing waiver or a waiver of any other portion of the
Agreement.
<PAGE>
17. Severability of the Agreement.
Except as otherwise provided herein, if any provision hereof is deemed
by arbitration or a court of competent jurisdiction to be legally unenforceable
or void, such provision shall be stricken from the Agreement and the remainder
hereof shall remain in full force and effect.
18. Governing Law.
The Agreement and its provisions shall be construed in accordance with
and pursuant to, and governed by, the laws of the State of Florida, as
applicable to agreements to be performed solely within the State of Florida,
without regard to its conflict-of-laws provisions then in effect.
19. No Construction Against Drafter.
The Agreement shall be construed without regard to any presumption or
other rule requiring construction against the Party causing the drafting hereof.
IN WITNESS WHEREOF, the Parties have executed the Agreement as of the
date first above written.
HORIZON CONSULTING GROUP
By: /s/ Wilbur Stakes
--------------------------------
Wilbur Stakes, Consultant
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
--------------------------------
Harry DiFrancesco, President
