U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Associated Medical Devices, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0164955
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
AMBASSADOR CAPITAL GROUP, INC. CONSULTING AGREEMENT
(Full Title of Plan)
Glenn A. Little, 212 West Wall, Midland, Texas 79701
(Name and Address of Agent for Service)
(915) 682-1761
(Telephone number including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered(1) Share Price Fee(2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 389,350 $.50 $194,675 $58.99
</TABLE>
(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 on the trading price of the Company's common stock in over-the
counter trading on July 13, 1999.
<PAGE>
PROSPECTUS
Associated Medical Devices, Inc.
212 West Wall
Midland, Texas 79701
(389,350 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale of Associated Medical
Devices, Inc. a Nevada corporation (the "Company") of shares of its $.001 par
value common stock (the "Common Stock) to a consultant of the Company (the
"Consultant) pursuant to an agreement 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 389,350 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, it would then be subject to Section
16 (b) of the Exchange Act (See General Information -- Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board under the symbol ASDD.
i
<PAGE>
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 July 14, 1999
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 been 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: Associated Medical
Devices, Inc., 212 West Wall, Midland, Texas 79701.
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 may be
obtained at the prescribed rates. In addition the Common Stock is quoted on the
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.W. 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.
ii
<PAGE>
TABLE OF CONTENTS
Page
----
PART I 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1
ITEM 1. PLAN INFORMATION 1
GENERAL INFORMATION 1
The Company 1
Purpose 1
Common Stock 1
The Consultant 1
No Restrictions on Transfer 1
Tax Treatment to the Consultant 1
Restrictions on Resale 2
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION 2
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION 2
Legal Opinion and Experts 2
Indemnification of Officers and Directors 3
PART II 3
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 3
ITEM 4. DESCRIPTION OF SECURITIES 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 5
ITEM 8. EXHIBITS 6
ITEM 9. UNDERTAKINGS 6
SIGNATURES 8
EXHIBIT INDEX 9
iii
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan information
GENERAL INFORMATION
The Company
The Company has its principal offices at 212 West Wall, Midland,
Texas, 79701 (915) 682-1761
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 agreement is intended
to provide a method whereby the Company will be able to use the services of the
Consultant in connection with financial advice pertaining to the Company's
business affairs as the Company may, from time to time, reasonably request. 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 389,350 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 promoting the interests of
the Company.
No Restrictions on Transfer
The Consultant will become the record and beneficial owner of the shares of
Common Stock upon issuance and delivery and is 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.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer.
1
<PAGE>
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, 1998, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-QSB filed under the Securities or
Exchange Act subsequent to any filed form 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 of 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. Request should be
addressed to the Company at 212 West Wall, Midland, Texas, 79701.
Legal Opinions and Experts
Steven L. Siskind has rendered an opinion on the validity of the securities
being registered. Mr. Siskind is not an "affiliate" of the Company and does not
have a substantial interest in the registrant. (See PART II, ITEM 5 - Interests
of Named Experts and Counsel)
The financial statements of Associated Medical Devices, Inc. incorporated
by reference in the Company's Annual Report (Form 10-KSB) for the year ended
December 31, 1998 have been audited by S.W. Hatfield, CPA, independent auditor,
as set forth in his 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.
2
<PAGE>
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, if any, whether filed pursuant
to Section 13(a) or 15(d) of the Exchange Act;
(b) All other report 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
The securities being registered are common stock $.0001 par value.
Item 5. Interests of Named Experts and Counsel
NONE
Item 6. Indemnification of Directors and Officers
Section 78.7502 of the Nevada General Corporation Law empowers a Nevada
corporation to indemnify any person who is, or is threatened to be made, a part
to any threatened, pending or completed action, suit or preceding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
an officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that he acted in good faith and in a
3
<PAGE>
manner he reasonably believed to be in or not opposed to the best interest of
the Corporation, and with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful. A Nevada corporation may
indemnify any person made, or threatened to be made, a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of the action, or suit, if such director, officer, employee or agent
acted, in good faith, and in a manner which he reasonably believed to be in or
not opposed to, the best interests of the Corporation. Indemnification may not
be for any claim, issue or matter as to which such person has been adjudged by a
court of competent jurisdiction, unless and only to the extent that the court on
which the action was brought, or any court of competent jurisdiction, determines
upon application that, in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such portion of the
settlement amount and expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the previous paragraph or in defense of any claim,
issue or matter therein, the Corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
Article X of the Corporation's Articles of Incorporation provide as
follows:
The Corporation shall indemnify each director and each officer, his heirs,
executors and administrators, against expenses reasonably incurred or liability
incurred by him in connection with any action, suit or proceeding to which he
may be made a party by reason of his being or having been a director or officer
of the Corporation, except in relation (i) to matters as to which he shall be
finally adjudged in such action, suit or proceeding to be liable for fraud, and
(ii) to liabilities under the Securities laws. In the event of a settlement
before or after action or suit, indemnification shall be provided only in
connection with such matters covered by the settlement before or after action or
suit, indemnification shall be provided only in connection with such matters
covered by the settlement as to which the Corporation is advised by counsel that
the person to be indemnified was not guilty of such fraud or misconduct. The
foregoing right of indemnification shall not exclude other rights to which he
may be entitled.
Article VI of the Corporation's By-Laws provides as follows:
Section 1. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was at any time since the inception of the Corporation a director,
officer or employee of the Corporation, or is or was at any time since the
4
<PAGE>
inception of the Corporation, serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including serving as trustee, plan
administrator or other fiduciary of any employee benefit plan, shall be
indemnified by the Corporation to the full extent permitted by the Nevada
General Corporation Law (or any similar provision or provisions of applicable
law at the time in effect). Any such indemnification, however, shall be made by
the Corporation only as authorized in the specific case upon a determination
that such indemnification is proper in the circumstances because such director,
officer, employee, or agent has met the applicable standard of conduct set forth
in such subsections (or such similar provision or provisions), such
determination to be made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to the action, suit
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (2) by the
stockholders, provided that to the extent that such director, officer or
employee has been successful on the merits or otherwise in defense of such
action, suit or proceeding, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by him in connection therewith without the
necessity of such determination.
Section 2. Expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on behalf
of such director, officer or employee to repay such amount to the Corporation,
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.
Section 3. The indemnification provided in this Article shall not be deemed
exclusive of any other rights to which any person seeking indemnification may be
entitled under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to capacity while holding such office.
Section 4. By action of the board of directors, notwithstanding any
interest of the directors in such action, the Corporation may purchase and
maintain insurance, in such amounts as the board may deem appropriate, on behalf
of any person who is or was a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
applicable provisions of law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
5
<PAGE>
(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:
Exhibit No. Title
4. Not Applicable
5. Opinion of Steve L. Siskind regarding the legality of
the securities registered.
10 Consulting Agreement with Ambassador Capital
Group, Inc.,
15. Not Required
23.1 Consent of Steve L. Siskind, to the use of his
opinion with respect to the legality of the
securities being registered hereby contained in Item
5, above.
23.2 Consent of S.W. Hatfield, CPA
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes 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 of
any material change to such information in the Registration Statement.
2. The undersigned Registrant hereby undertakes 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.
3. The undersigned Registrant hereby undertakes 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. 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 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 related to the securities
offered therein, and the offering of such securities at such time shall be
deemed to be the initial bona fide offering thereof.
6
<PAGE>
5. 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 in the
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 its is against public policy as expressed in the Act,
and will be governed by the final adjudication of such issue.
THIS PAGE INTENTIONALLY LEFT BLANK
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Midland, Texas, on the date
set forth below.
Dated: July 14, 1999
Associated Medical Devices, Inc.
By: /s/ Glenn A. Little
----------------------------
Glenn A. Little, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Corporation and in the capacities and on the dates indicated.
Dated: July 14, 1999 /s/ Glenn A. Little
--------------------------------
Glenn A. Little, President
Dated: July 14, 1999
/s/ Matthew Blair
--------------------------------
Matthew Blair, Director
8
<PAGE>
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 10
10. Consulting Agreement with Ambassador
Capital Group, Inc. 11
23.1 Consent of Steven L. Siskind 10
(included in Opinion of Counsel - Exhibit 5)
23.2 Consent of S.W. Hatfield, CPA 17
9
EXHIBIT 5
July 14, 1999
Associated Medical Devices, Inc.
212 West Wall
Midland, TX 79701
Gentlemen:
I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, relating to
389,350 shares of common stock, $.001 par value per share (the "Shares") of
Associated Medical Devices, Inc. (the "Company"), which Shares have been issued
pursuant to the Company's consulting agreements and plans filed as exhibits to
the Registration Statement (collectively, the "Agreement").
I have examined the Articles of Incorporation, and the By-laws of the
Company and all amendments thereto, the Registration Statement and originals, or
copies, certified to my satisfaction, of such records of meetings, written
actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, documents and such other documents and instruments as
in my judgment are necessary or appropriate to enable us to render the opinions
expressed below.
In examination of the foregoing documents, I have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreement
and the Shares, when issued against payment therefor, in accordance with the
terms of the Agreement, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Steven L. Siskind
-----------------
Steven L. Siskind
10
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 7th day of July,
1999, by and between designees of Ambassador Capital Group, Inc., a corporation
organized under the laws of the State of Nevada, with principal offices at 515
Madison Avenue, New York, New York (the "Consultant"), and Associated Medical
Devices, Inc., a corporation organized under the laws of the State of Nevada
with principal offices at 212 West Wall, Midland, Texas (the "Company").
WHEREAS, Consultant has rendered valuable consulting services to the
Company and shall continue to render such services from time to time; and
WHEREAS, the parties hereto desire to memorialize Consultant's
services and compensate Consultant therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. The Company hereby recognizes and agrees that Consultant has rendered,
and will continue to render consulting advice to the Company
specifically relating to transactions not of a capital raising nature,
consisting of, but not limited to, consulting for mergers and
acquisition, corporate filings and other general services in connection
with proposed mergers with various companies ("Consulting Services").
2. In consideration for the Consulting Services rendered and to be
rendered by Consultant to the Company, the Company hereby agrees to
issue to Consultant 389,350 post-reverse split shares of common stock
of the Company (the "Shares"). Consultant hereby acknowledges that the
aforementioned Shares are in full payment for the services rendered.
3. The Shares will be issued subsequent to the pending 1 share for 500
share reverse split of the Company's common stock to be effective July
12, 1999, and will be registered pursuant to the Securities Act of 1933
on Form S-8, and, as such, will have no restrictive legend on them or
other restrictions on transfer or resale.
4. Consultant has performed, and will perform the Consulting Services
described herein as an independent contractor and not as an employee of
the Company or affiliate thereof.
5. This Agreement may be terminated by either party upon 30 days written
notice to the other party.
6. This Agreement between the Company and the Consultant constitutes the
entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreements and understandings, whether
oral or written, among the parties with respect to the matters set
forth herein.
<PAGE>
7. Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand delivered or
sent (i) postage prepaid by registered mail, return receipt requested,
or (ii) by facsimile, to the respective parties as set forth above, or
to such other address as either party may notify the other in writing.
8. This Agreement shall be binding upon and inure to the benefit of each
of the parties hereto, their respective successors, legal
representatives and assigns.
9. This Agreement may be executed in any number of counterparts, each of
which together shall constitute one and the same original document.
10. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
11. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without giving effect to conflict
of law principles. The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York, and they
hereby submit to the exclusive jurisdiction of the courts of the State
of New York located in New York, New York and of the federal courts of
the State of New York located in New York and of the federal courts in
the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any
objections they now or hereafter may have respecting the venue of any
such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising
out of this Agreement, and consent to the service of process in any
such action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the address set forth
above.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed, as of the day and year first above written.
AMBASSADOR CAPITAL GROUP, INC.
By:
---------------------------------
ASSOCIATED MEDICAL DEVICES, INC.
By: /s/ Glenn A Little
---------------------------------
Glenn A Little, President
2
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use, by incorporation by reference, in the Form S-8
Registration Statement under The Securities Act of 1933 of Associated Medical
Devices, Inc. (a Nevada corporation) (Registrant) of our report dated January
27, 1999 on the financial statements of Associated Medical Devices, Inc. as of
December 31, 1998 and 1997 and for each of the two years then ended accompanying
the financial statements contained in the Registrant's Annual Report on Form
10-KSB as of and for the period ended December 31, 1998, and to the use of our
name and statements with respect to us as appearing under the heading "Experts".
S. W. HATFIELD, CPA
(formerly S. W. HATFIELD + ASSOCIATES)
Dallas, Texas
July 15, 1999
