FORM S-8
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NUGGET EXPLORATION, INC.
---------------------------------------------------------------------
(Name of issuer as specified in its charter)
Nevada 33-0250943
---------------------------------------------------------------------
(State of jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
815 South Durbin Street, Casper, Wyoming 82601
---------------------------------------------------------------------
(Address of Principal Executive Offices)
NOVEMBER 1998 CONSULTANT AGREEMENTS
-------------------------------------------------------------
(Full Title of Plan)
David M. Jeffries, Esq., 220 S. Franklin Street, Tampa, Florida 33602
---------------------------------------------------------------------
(Name and Address of Agent for Service)
(813) 224-9255
-------------------------------------------------------
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE*
Title of Amount to be Proposed Proposed Amount of
each class registered maximum maximum registration
of offering aggregate fee
securities price per offering
to be Share price
registered
- ----------- ------------ ----------- ----------- -------------
common 600,000 $5.50 $3,300,000 $917.40
stock, $$.01 shares
par value
The approximate date of the proposed sale of the securities offered
hereby is on or after the effective date of this Registration Statement.
*Computed on the basis of the average of the closing bid and asked price of
the Company's common stock on December 3, 1998 in accordance with Rule 457(c)
and (h).
<PAGE>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will, to the extent relevant, be delivered to the Company's consultants
in accordance with Form S-8 and Rule 428 under the Securities Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Nugget Exploration, Inc. (the "Company") hereby incorporates by
reference and makes a part hereof the documents described in (a) - (e) below,
which documents have previously been filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act").
(a) Annual Report on Form 10-KSB for the year ended May 31, 1998;
(b) Quarterly Report on Form 10-QSB for the year ended August 31,
1998;
(c) Current Report on Form 8-K for events occurring on June 22, 1998;
(d) Current Report on Form 8-K for events occurring on June 27, 1998;
and
(e) Current Report on Form 8-K for events occurring on October 19,
1998.
All documents subsequently filed by the Company 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 indicate that all securities offered pursuant
to this registration statement have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Nevada General Corporation Law provides that the Company is
required to indemnify its directors and officers against any reasonable
expenses (including attorneys' fees) incurred by them in the defense of any
<PAGE>
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, to which they were made a party, or in defense of any claim,
issue, or matter therein, by reason of the fact that they are or were a
director or officer of the Company or, while a director or officer of the
Company, are or were serving at the Company's request as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise unless it is
ultimately determined by a court of competent jurisdiction that they failed to
act in a manner they believed in good faith to be in, or not opposed to, the
best interests of the Company, and with respect to any criminal proceeding,
had reasonable cause to believe their conduct was lawful. The Company will
advance expenses incurred by directors or officers in defending any such
action, suit, or proceeding upon receipt of written confirmation from such
officers or directors that they have met certain standards of conduct and an
undertaking by or on behalf of such officers or directors to repay such
advances if it is ultimately determined that they are not entitled to
indemnification by the Company. The Company has not entered into any
additional indemnification agreements with its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
The following documents are made exhibits to this registration
statement, each being listed in accordance with the correspondingly numbered
items of Regulation S-B, Item 601:
Exhibit Item 601 Description
Number
- ------------------------------------------------------------------------------
A 5 Opinion of Bush Ross Gardner Warren & Rudy, P.A.
B 10 Consulting Agreement between the Company and Ken
Kurtz
C 10 Consulting Agreement between the Company and Matt
Dwyer
D 23 Consent of Jones, Jensen & Company, LLC
Item 9. Undertakings.
a. Rule 415 Offering.
The Company hereby undertakes:
<PAGE>
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
b. Filing incorporating subsequent Exchange Act documents by
reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
c. Request for acceleration of effective date or filing of
Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer, or controlling person of the Company in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question 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.
SIGNATURES
------------
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durbin, State of Wyoming, on this 30 day of
November, 1998.
NUGGET EXPLORATION, INC.
/s/ Tyson Schiff
-----------------------------
Tyson Schiff, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
December 3, 1998 /s/ Tyson Schiff
- ----------------- -----------------------------
Date Tyson Schiff, President, Secretary and
Director
December 3, 1998 /s/ Richard E. Houraney
- ----------------- -----------------------------
Date Richard E. Houraney, Vice President and
Director
December 3, 1998 /s/ Brian Ortega
- ----------------- -----------------------------
Date Brian Ortega, Director
BUSH ROSS GARDNER WARREN & RUDY, P.A.
ATTORNEYS AT LAW
220 SOUTH FRANKLIN STREET
TAMPA, FLORIDA 33602
(813) 224-9255
TELECOPIER (813) 223-9620
December 2, 1998
Bush Ross Gardner Warren & Rudy, P.A. has served as legal counsel to
Nugget Exploration, Inc., a Nevada corporation (the "Company"), in the
preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-8 (the "Registration Statement").
The Registration Statement relates to the registration of shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), which are to
be offered to Ken Kurtz and Matthew Dryer pursuant to Consulting Agreements
between the Company and each of Messrs Kurtz and Dryer (the "Consulting
Agreements"). It is our opinion that:
1. The Company is a validly organized and existing corporation under
the laws of the State of Nevada.
2. All necessary corporate action has been duly taken to authorize
the company entering into the Consulting Agreements, and the
registration of the Shares covered by the Registration Statement
under the Securities Act of 1933.
3. Any Shares issued under the Consulting Agreements will be legally
issued, fully paid and non-assessable shares of Common Stock of
the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration
Statement.
Very truly yours,
BUSH ROSS GARDNER WARREN
& RUDY, P.A.
220 South Franklin Street
Tampa, FL 33602
(813) 224-9255
FAX (813) 223-9620
By: /s/ David M. Jeffries
---------------------------------------
David M. Jeffries, Vice President
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 30th day
of November, 1998 by and between, Ken W. Kurtz ("Consultant"), an individual
residing in Utah with offices located at 2133 E 9400 S Suite 151, Sandy, Utah
84093 and Nugget Exploration, Inc. ("Client"), a Nevada Corporation with
offices located at 815 South Durbin St. Casper, Wyoming 82601 with respect to
the following:
RECITALS
WHEREAS, Consultant is in the business of providing general business
consulting services to privately held and publicly held corporations; and
WHEREAS, Client desires to retain Consultant to assist Client with such
services.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which is expressly acknowledged, Client and
Consultant agree as follows:
1. Engagement of Consultant. Consultant agrees to use its best efforts to
assist Client:
a. In strategic planning, market research and in negotiating with and
hiring qualified professionals to assist the Company in determining
new markets and opportunities for the Company's current and future
products and services;
b. with various forms of document preparation including preparation of
employment agreements, contracts and securities filings such as
those needed by Client on Form 10-KSB, Form 10-QSB, and Form 8-K;
c. in preparing and filing other documents with the necessary State and
Federal regulatory bodies as is required by law;
d. in preparing the correspondences required by the NASD, Depository
Trust Corporation ("DTC"), CUSIP Bureau, Client's Transfer Agent;
e. in identifying professionals to assist the Company in preparing
financial statements and obtaining an audit on the financial
statements in accordance with U.S. GAAP standards by an accounting
firm with SEC peer review;
f. in finding an attorney to provide any necessary legal assistance and
opinions as required or if requested;
g. in the preparation of corporate resolutions, and other
correspondences necessary to fulfill its obligations under this
Agreement, including Board and shareholder resolutions.
All of the foregoing services collectively are referred to herein as the
"Consulting Services."
<PAGE>
2. Compensation. Client shall compensate Consultant as follows for
consulting services ("Consulting Services") to be rendered pursuant to
this Agreement which Client acknowledges consultant as having already
substantially performed:
a. Consultant shall issue to Client, four hundred thousand (400,000)
shares of Client's common stock.
b. All shares issued to Consultant pursuant to this Agreement shall be
free-trading and registered on a Form S-8 registration statement
which Client undertakes to file immediately upon execution of this
Agreement. Client further agrees to file a post-effective amendment
with a resale prospectus as is deemed necessary by counsel.
3. Term of Agreement, Extensions and Renewals.
a. This Agreement shall be in effect for a period of one year from the
date herein. This Agreement may be extended on a month to month
basis (the "Extension Period") by mutual agreement of the parties
executed in writing specifying the compensation for the Extension
Period.
b. In the event of early termination, Client shall be obligated for any
amounts due under this agreement. Such notice of either extension
or termination shall be in writing and shall be delivered via U.S.
certified mail, when applicable, effective ten (10) days after
delivery to the other.
4. Expenses. Each party shall be responsible for its own expenses for the
Consulting Services herein.
5. Due Diligence. Client shall supply and deliver to Consultant all
information as may be reasonably requested by Consultant to enable
Consultant to make an investigation of the Client and its business
prospects, and they shall make available to Consultant names, addresses,
and telephone numbers as Consultant may need to verify or substantiate
any such information provided.
6. Best Efforts Basis. Consultant agrees that it will at all times, to the
best of its experience, ability and talents, perform all the duties that
may be required of and from Consultant pursuant to the terms of this
Agreement. Consultant does not guarantee that its efforts will have any
impact on the Clients' business or that any subsequent financial
improvement will result from Consultants' efforts.
7. Independent Legal and Financial Advice. Consultant is not a law firm;
neither is it an accounting firm. Consultant does, however, retain
professionals in those capacities to better enable Consultant to provide
consulting services. Client represent that they have not nor will they
construe any of the Consultants' representations to be statements of law.
Client has and will continue to seek the independent advice of legal and
financial counsel regarding all material aspects of the transactions
contemplated by this Agreement, including the review of all documents
provided by Consultant to Client and all opportunities Consultant
introduces to Client.
<PAGE>
8. Miscellaneous.
a. The execution and performance of this Agreement has been duly
authorized by all requisite individual or corporate actions and
approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into jointly
and severally by the parties hereto. This Agreement represents the
entire Agreement between the parties hereto, and supersedes any
prior agreements with regards to the subject matter hereof. This
Agreement may be executed in any number of facsimile counterparts
with the aggregate of the counterparts together constituting one and
the same instrument. This Agreement constitutes a valid and binding
obligation of the parties hereto and their successors, heirs and
assigns and may only be assigned or amended by written consent from
the other party.
b. No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that
any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall
not affect any other provisions of this Agreement, and this
Agreement shall be constructed as if it never contained any such
invalid, illegal or unenforceable provisions. The parties hereto
shall cooperate with each other to achieve the purpose of this
Agreement. From time to time, each party will execute additional
instruments and take such action as may be reasonably requested by
the other party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
c. The validity, interpretation, and performance of this Agreement
shall be controlled by binding arbitration in the State of Wyoming
under the rules then obtaining of the American Arbitration
Association. Such arbitration ruling shall be final and binding
amongst the parties herein. If any action is brought to enforce or
interpret the provisions of this agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees, court
costs, and other costs incurred in proceeding with the action from
the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
herein above written.
Nugget Exploration, Inc.
/s/ Tyson Schiff /s/ Ken W. Kurtz
- ----------------------------- -----------------------------
Tyson Schiff, President Ken W. Kurtz
Matthew P. Dwyer
246 Venetian Drive
Delray Beach, FL 33483
November 30, 1998
Tyson Schiff
Nugget Exploration, Inc.
815 South Durbin Street
Casper, WY 82601
Re: Management Consulting Agreement
Dear Mr. Schiff:
This letter is to acknowledge and confirm the terms of our Management
Consulting Agreement ("Agreement") as follows:
1. Appointment. Subject to Closing of a business combination by Nugget
Exploration, Inc. (the "Company") and a company in the medical imaging
services business, the Company hereby engages MATTHEW P. DWYER ("DWYER")
and DWYER hereby agrees to render services to the Company as a management
consultant, strategic planner and advisor and as further described
herein.
2. Duties. During the term of this Agreement, DWYER shall provide advice to
undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, expansion of services, shareholder relations, and shall
review and advise the Company regarding its overall progress, needs and
condition. DWYER agrees to provide on a timely basis the following
enumerated services plus additional services contemplated thereby:
(a) The implementation of short range and long term strategic planning
to fully develop and enhance the Company's operations, resources,
products and services;
(b) The implementation of a marketing program to assist the Company in
broadening the markets for its products and services;
(c) Assist the Company in the monitoring of services provided by the
other professionals employed or retained by the Company;
(d) Advise the Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of the
Company;
(e) Advise and recommend to the Company additional services relating to
the present business and services provided by the Company as well as
new products and services that may be provided by the Company.
<PAGE>
3. Term. The term of this Agreement shall be for a 12-month period
commencing upon completion of a closing between the Company and another
company involved in the medical imaging services business.
4. Compensation. As compensation for its services hereunder, DWYER shall
receive 200,000 shares of the Company's. common stock which the Company
shall immediately undertake to register on a Form S-8 registration
statement. Additionally, DWYER shall also be granted One Million Options
of the company's common stock exercisable as follows: 250,000 shares
exercisable @ $.50, 250,000 shares exercisable @ $1.00, 250,000 shares
exercisable @ $2.00 and 250,000 shares exercisable @ 3.00. The Company
will use its best efforts to make a filing to register the underlying
common stock for the Options within 90 days of signing this agreement.
If the Company fails to file the registration statement within the 90
days, DWYER will be entitled to damages equal to 10% (or 100,000 shares)
of the total option package for every week the registration is not filed.
Theses shares shall be registered and free trading. The Company shall
bear all costs in filing the registrations.
5. Expenses. DWYER shall be responsible for all expenses it may incur in
performing services under this Agreement.
6. Confidentiality. DWYER will not disclose to any other person, firm,
corporation, nor use for its own benefit during or after the term of this
Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by DWYER in the course of
its performing services hereunder. (A trade secret is information not
generally known to the trade, which gives the Company an advantage over
its competitors. Trade secrets can include, by way of example, products
or services under development, production methods and processes, sources
of supply, customer lists, marketing plans and information concerning the
filing or pendency of patent applications.) Any financial advice rendered
by DWYER pursuant to this Consulting Agreement may not be disclosed
publicly in any manner without the prior written approval of DWYER.
7. Indemnification. The Company agrees to indemnify and hold DWYER harmless
from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorney's fees (collectively the
"Liabilities") joint and several, arising out of the performance of this
Consulting Agreement, whether or not DWYER is a party to such dispute.
This indemnity shall not apply however, and DWYER shall indemnify and
hold the Company, its affiliates, control persons, officers, employees
and agents harmless from and against all Liabilities, where under
arbitration a final determination that DWYER engaged in gross
recklessness and willful misconduct in the performance of its services
hereunder which gave rise to the losses, claim, damage, liability cost
expense sought to be recovered hereunder (but pending any such final
determination, the indemnification and reimbursement provision of this
Consulting Agreement shall apply and the Company shall perform its
obligations hereunder to reimburse DWYER for its expenses.). The
provisions of this paragraph shall survive the termination and expiration
of this Agreement.
<PAGE>
8. Independent Contractor. DWYER and the Company hereby acknowledge that
DWYER is an independent contractor. DWYER shall not hold itself out as,
nor shall it take any action from which others might infer, that it is an
agent of or a joint venture of the Company.
9. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any
prior communications, understandings and agreements between the parties.
This Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.
This Agreement shall be governed by the laws of the State of Florida. Any
dispute as to the terms of this Agreement shall be settled through
arbitration before the American Arbitration Association sitting in Ft.
Lauderdale, FL with the final decision being binding on both parties.
Please confirm that the foregoing correctly sets forth our understanding by
signing this letter where provided and returning it to us at your earliest
convenience.
Very truly yours,
MATTHEW P. DWYER
/s/ Matthew P. Dwyer
By: Matthew P. Dwyer
Accepted and Agreed to as of the 10th day of November, 1998
Nugget Exploration, Inc.
/s/ Tyson Schiff
By: Tyson Schiff
President
JONES, JENSEN & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
50 SOUTH MAIN STREET, SUITE 1450
SALT LAKE CITY, UTAH 84144
TELEPHONE (801) 328-4408
FACSIMILE (801) 328-4461
November 20, 1998
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
--------------------------------------------------
As independent certified public accountants, we hereby consent to the use of
our audit report dated September 9, 1998 (and to all referenced to our Firm)
included in or made a part of the Form S-8 registration statement of Nugget
Exploration, Inc.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
