AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________________________
PLANET RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
82-0277987
(IRS Employer Identification Number)
ONE PARK TEN PLACE, SUITE 200
HOUSTON, TEXAS 77084
(Address of principal executive offices)
HUNTER M.A. CARR
PLANET RESOURCES, INC.
ONE PARK TEN PLACE, SUITE 200
HOUSTON, TEXAS 77084
(Name and address of agent for service)
(281) 578-8800
(Telephone number, including area code of agent for service)
CONSULTING AGREEMENTS
(Full title of the Plan)
_____________________________________________________________
COPY TO:
Robert L. Sonfield, Jr.
Sonfield & Sonfield
770 South Post Oak Lane, Suite 435
Houston, Texas 77056-1913
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to Offering Aggregate Amount
Title of Securities be Price Offering of
to be registered Registered Per Share(1) Price (1) Registration Fee
- -----------------------------------------------------------------------------
Common Stock,
$.001 par value 980,000 $0.375 $367,500 $111.36
- ------------------- ------- ------ -------- -------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.
PLANET RESOURCES, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-B
FORM S-8 ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
-------------------------------- ---------------------
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Cover Inside Cover Page of Prospectus
Pages of Prospectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Not Applicable
9. Description of Securities to Consulting Agreements
be Registered
10. Interest of Named Experts and Not Applicable
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Information Incorporated by
by Reference Reference
13. Disclosure of Commission Position Indemnification
Indemnification for Securities Act
Liabilities
PROSPECTUS
PLANET RESOURCES, INC.
980,000 of Common Stock
($.001 Par Value)
This Prospectus is part of a Registration Statement which registers an
aggregate 980,000 shares of common stock, $.001 par value, common stock of
Planet Resources, Inc. (the "Company") which may be issued as set forth herein
to the following named persons:
NAME NUMBER OF SHARES
---- ------------------
Steven L. Tebo 400,000
International Fluid Dynamics, Inc. ("IFD") 400,000
Investment Capital.Com, LLC ("ICC") 180,000
On March 30, 1999, the Company entered into a consulting agreement (the "CSI
Consulting Agreement") with Consulting & Strategy International, Inc. ("CSI")
and a consulting agreement with Investment Capital.Com, LLC (the "ICC
Consulting Agreement'). CSI and ICC are collectively referred to as
Consultants. The CSI Consulting Agreement and ICC Consulting Agreement are
collectively referred to as the Consulting Agreements. CSI has designated
Steven L. Tebo and IFD as its nominees to receive the shares of stock to which
CSI is entitled. The Company has been advised by the Consultants that they
may sell all or a portion of their shares of common stock from time to time
through securities brokers/dealers only at current market prices and that no
commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. The Consultants and the brokers and dealers
through whom sales of the shares are made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, (the "Securities
Act"), and any profits realized by them on the sale of the shares may be
considered to be underwriting compensation.
No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus,
in connection with the offer 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. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof.
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 COMPANY IS A CRIMINAL
OFFENSE.
This Prospectus does not constitute an offer to sell or the solicitation
of any offer to buy any security other than the securities covered by this
Prospectus, nor does it constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in
which the person making such offer or solicitation is not qualified to do so,
or to any person to whom it is unlawful to make such offer or solicitation.
The date of this Prospectus is April 1, 1999
TABLE OF CONTENTS
AVALIABLE INFORMATION 1
INFORMATION INCORPORATED BY REFERENCE 1
THE COMPANY 2
CONSULTING AGREEMENTS 2
Restrictions Under Securities Laws 2
DESCRIPTION OF CAPITAL STOCK 3
Common Stock 3
Registrar and Transfer 3
Dissenters' Rights 3
Preferred Stock 3
LEGAL MATTERS 3
EXPERTS 4
STATEMENT OF INDEMNIFICATION 4
5
AVAILABLE INFORMATION
Planet Resources, Inc. (the "Company") is subject to the requirement to
file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), and, in accordance therewith, files reports and
other materials with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other materials filed by the
Company can be inspected and copied (at prescribed rates) at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of all or any part of such material may be
obtained from the Commission upon payment of fees prescribed by the
Commission. The Commission maintains a web site that contains reports, proxy
and information statements and other information regarding registrants that
file electronically with the Commission. The address of such web site is
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 980,000 shares of the
Company's Common Stock, which will be issued to the nominees of CSI and ICC
consultants of the Company. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the shares of the
Common Stock offered by this Prospectus, reference is made to the Registration
Statement, including the exhibits thereto. Statements in this Prospectus as
to any document are not necessarily complete, and where any such document is
an exhibit to the Registration Statement or is incorporated by reference
herein, each such statement is qualified in all respects by the provisions of
such exhibit or other document, to which reference is hereby made, for a full
statement of the provisions thereof. A copy of the Registration Statement,
with exhibits, may be obtained from the Commission's office in Washington,
D.C. (at the above address) upon payment of the fees prescribed by the rules
and regulations of the Commission, or examined there without charges.
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K dated September 23, 1998 for the
fiscal year ended June 30, 1998. The Company's Quarterly Report on Form 10-Q
dated October 26, 1998 for the quarter ended September 30, 1998 and the
Company's Quarterly Report on Form 10-Q dated January 19, 1999 for the quarter
ended December 31, 1998. The above referenced reports, which were previously
filed with the Commission are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, 14 or 15 (d)
of the Exchange Act after the date hereof and 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 herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO MR. HUNTER M.A.
CARR, PRESIDENT, PLANET RESOURCES, INC., ONE TEN PARK PLACE, SUITE 200,
HOUSTON, TEXAS 77084, TELEPHONE NUMBER (281) 578-8838.
THE COMPANY
Planet Resources, Inc. (the "Company") is a Delaware corporation
incorporated under the laws of the State of Idaho on March 22, 1967 and until
January 1992 operated as an exploratory mining company in the development
stage
Effective January 15, 1996, Allied Silver-Lead Company ("Allied")
reincorporated in Delaware through a merger into Planet Resources, Inc.
("Planet" or the "Company"). The reincorporation resulted in (1) Allied's
name being changed to Planet Resources, Inc., (2) shares of common stock of
Allied being converted into the right to receive one share of common stock of
Planet for each five shares of common stock of Allied as of the date of
reincorporation, (3) elimination of the right to cumulative voting for the
election of directors, (4) the persons serving as officers and directors of
Allied continuing to serve in their respective capacities, and (5) the
Articles of Incorporation of Allied changed to (a) reduce the par value of the
common stock from $.01 to $.001, (b) reduce the number of shares of common
stock the Company is authorized to issue from 50,000,000 to 10,000,000, and
(c) authorized the Company to issue 1,000,000 preferred shares with a par
value of $.001 per share.
The Company is in the process of posting to the Internet the content of
all state statutes, case law, federal law and US regulations.
The Company's stock trades on the OTC Bulletin Board under the symbol
ELAW.
The Company's address is Mr. Hunter M.A. Carr, President, Planet
Resources, Inc., One Ten Park Place, Suite 200, Houston, Texas 77084,
telephone number (281) 578-8838.
CONSULTING AGREEMENTS
On March 30, 1999, the Company entered into a consulting agreement with
Consulting & Strategy International, Inc. (the "CSI Consulting Agreement") and
a consulting agreement with Investment Capital.Com, LLC (the "ICC Consulting
Agreement'). The CSI Consulting Agreement and ICC Consulting Agreement are
collectively referred to as the Consulting Agreements. Under the terms of the
Consulting Agreement, CSI will consult with and advise the Company with
respect to matters concerning (i) business strategy and decisions; (ii) bank
financing and identifying potential partners for technology development. ICC
will consult with and advise the Company with respect to matters concerning
certain financial matters including public relations regarding the Company's
public image, etc. The term of the Consulting agreements began on March 30,
1999 and will continue for a period of five (5) years unless sooner terminated
as provided therein.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common Stock acquired under the terms of the
Consulting Agreements must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the Federal Securities Laws, should be aware
that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,
directors and 10% and greater stockholders are also subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
Section 16(b) of the Exchange Act generally provides that if an officer,
director or 10% and greater stockholder sold any Common Stock of the Company,
he would generally be required to pay any "profits" resulting from the sale of
the stock and receipt of the stock. The foregoing is not intended to be a
complete statement of applicable law and Consultants should rely on its own
legal counsel with respect thereto.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 10 million shares of Common Stock,
$0.001 par value, and 1,000,000 shares of Preferred Stock. The presently
outstanding shares of Common Stock are fully paid and nonassessable. There
are no shares of Preferred Stock issued and outstanding.
COMMON STOCK
There are presently outstanding 8,000,000 shares of Common Stock.
Voting Rights. Holders of shares of Common Stock are entitled to one
--------------
vote per share on all matters submitted to a vote of the shareholders. Shares
of Common Stock do not have cumulative voting rights; accordingly, the holders
of a majority of the shareholder votes eligible to vote and voting for the
election of the Board of Directors can elect all members of the Board of
Directors.
Dividend Rights. Holders of record of shares of Common Stock are
----------------
entitled to receive dividends when and if declared by the Board of Directors
out of funds of the Company legally available therefor.
Liquidation Rights. Upon any liquidation, dissolution or winding up of
-------------------
the Company, holders of shares of Common Stock are entitled to receive pro
rata all of the assets of the Company available for distribution to
shareholders after distributions are made to the holders of the Company's
Preferred Stock.
Preemptive Rights. Holders of Common Stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of the Company.
REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is Atlas Stock Transfer
Corporation, 58 South State Street, Salt Lake City, Utah 84107.
DISSENTERS' RIGHTS
Under current Delaware law, a shareholder is afforded dissenters' rights
which, if properly exercised, may require the Company to purchase his shares
dissenters' rights commonly arise in extraordinary transactions such as
mergers, consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.
PREFERRED STOCK
The Company is also authorized to issue 1,000,000 of Preferred Stock of
which none are presently outstanding. The Preferred Stock or any series
thereof shall have such designations, preferences and relative, participating,
optional or special rights and qualifications, limitations or restrictions
thereof as shall be expressed in the resolution or resolutions providing for
the issue of such stock adopted by the board of directors and may be made
dependent upon facts ascertainable outside such resolution or resolutions of
the board of directors, provided that the manner in which such facts shall
operate upon such designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock is clearly and
expressly set forth in the resolution or resolutions providing for the
issuance of such stock by the board of directors.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby
are being passed upon for the Company by Sonfield & Sonfield, Houston, Texas,
counsel to the Company.
EXPERTS
The balance sheets, and the statements of operations, stockholders'
equity and cash flows for the year ended June 30, 1998, incorporated by
reference in this Prospectus, have been incorporated by reference herein in
reliance on the report of Harper & Pearson Company, independent accountants,
given on the authority of said firms as experts in accounting and auditing.
STATEMENT OF INDEMNIFICATION
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Company has the power to indemnify any person made a party to
any lawsuit by reason of being a director or officer of the Company, or
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 expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such actions suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
-------------------------------------------
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by
the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 the Registration
Statement and to be part thereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K dated September 23, 1998
for the fiscal year ended June 30, 1998. The Company's Quarterly Report on
Form 10-Q dated October 26, 1998 for the quarter ended September 30, 1998 and
the Company's Quarterly Report on Form 10-Q dated January 19, 1999 for the
quarter ended December 31, 1998. The above referenced reports, which were
previously filed with the Commission are incorporated herein by reference.
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act since the end of the fiscal quarter covered by the Registrant's
Form 10-QSB referred to in (a) above.
(c) The class of securities to be offered hereby is registered under
Section 12 of the Exchange Act.
Item 5: Interests of Named Experts and Counsel.
-------------------------------------------
None
Item 6: Indemnification of Directors and Officers.
---------------------------------------------
(a) Section 145 of the Delaware General Corporation Law provides
that:
145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE
(1) A corporation shall have power to indemnify 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 (other than an action by or in the right of the corporation)
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 another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such actions suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contenders or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(2) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit 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, 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 expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(3) 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 subsections (a) and (b), or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(4) Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (3) by the stockholders.
(5) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems
appropriate.
(6) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(7) A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
of agent or 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 the provisions of this section.
(8) For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence
had continued.
(9) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this Section.
(10) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(11) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees). (As amended by Ch. 186, Laws of 1967,
Ch. 421, Laws of 1970, Ch. 437, Laws of 1974, Ch. 25, Laws of 198 1, Ch. 11 2,
Laws of 1983, Ch. 289, Laws of 1986, Ch. 376, Laws of 1990, and Ch. 26 1, Laws
of 1994.)
(b) Section 102 of the Delaware General Corporation Law includes the
following provisions:
102. CERTIFICATE OF INCORPORATION; CONTENTS
(1) The certificate of incorporation shall set forth:
(2) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section the certificate
of incorporation may also contain any or all of the following matters:
(vii) A provision eliminating or limiting the personal liability of
a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under section 174 of this Title, or (iv) for
any transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision becomes
effective. All references in this paragraph to a director shall also be
deemed to refer (x) to a member of the governing body of a corporation which
is not authorized to issue capital stock and (y) to such other person or
persons, if any, who, pursuant to a provision of the certificate of
incorporation in accordance with subsection (a) of 141 of this title,
exercise or perform any of the powers or duties otherwise conferred or imposed
upon the board of directors by this title.
(c) Article Nine of Registrant's Certificate of Incorporation
provides:
No director of this corporation shall be liable to the corporation
for monetary damages for an act or omission occurring in the director's
capacity as a director, except to the extent the statutes of the State of
Delaware expressly provided that the director's liability may not be
eliminated or limited. Any repeal or amendment of this paragraph that
increases the liability of a director shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or amendments.
Item 8: Exhibits
--------
The following documents are filed as Exhibits to this Registration
Statement:
4(a) -- Consulting Agreement with Investment Capital.Com, LLC
4(b) -- Consulting Agreement with Consulting & Strategy
International, Inc.
5 -- Opinion of Sonfield & Sonfield as to the validity of
the shares being registered.
24.1 -- Consent of Sonfield & Sonfield (included in Exhibit 5)
24.2 -- Consent of Harper & Pearson Company, Independent Accountants
25 -- Power of Attorney (following signature page of
Registration Statement)
Item 9: Undertakings
------------
The undersigned registrant hereby undertakes:
(a) 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.
(b) 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.
(c) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 1st
day of April, 1999.
PLANET RESOURCES, INC. PLANET RESOURCES, INC.
By:/s/Hunter M.A. Carr By:/s/Jonathan C. Gilchrist
--------------------- ------------------------
Hunter M.A. Carr, President Jonathan C. Gilchrist,
and Chief Executive Officer Treasurer
EXHIBIT 25
POWER OF ATTORNEY
Each of the undersigned hereby authorizes Hunter M.A. Carr as his
attorney-in-fact to execute in the name of such person and to file such
amendments (including post-effective amendments) to this Registration
Statement as the Registrant deems appropriate and appoints such person as
attorney-in-fact to sign on his behalf individually and in each capacity
stated below and to file all amendments, exhibits, supplements, post-effective
amendments and acceleration requests to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/A.W. Dugan Director April 1, 1999
-------------
A.W. Dugan
/s/Hunter M.A. Carr Director April 1, 1999
-------------------
Hunter M.A Carr
/s/Jonathan C. Gilchrist Director April 1, 1999
------------------------
Jonathan C. Gilchrist
EXHIBIT 4(A)
CONSULTING AGREEMENT
This Consulting Agreement is made between Castle Development, Ltd.,
(herein "Castle") and the National Law Library, Inc., ("NLL"), the Parties
hereto hereby agree as follows:
WHEREAS, NLL is going public by and through the process of a reverse
merger, and
WHEREAS, Castle Development is in the business of consulting with public
companies regarding issues of business development. And, WHEREAS, such
expertise as that possessed by Castle is a valuable commodity, which NLL
desires to procure for its benefit,
IT IS, THEREFORE, agreed that:
Castle Development, Ltd., and/or its successor(s) or assignees(s), (herein
"Castle") located at 5433 Westheimer, Suite 580, Houston, Texas, shall be
issued 800,000 shares of Planet Resources or it successor's (NLL), as
unrestricted S-8 shares at a share value of $.01 per share, ($8,000)., in
return for a consulting contract from Castle Development, Ltd., and/or its
successor(s) and/or assign(s).
Castle shall have the right to purchase up to 600,000 shares of Planet or
its successor's stock, post merger at a price of $.30 (thirty cents) per
share. Such shares shall have priority right on registration and shall be
registered with and as part of the first block of shares registered by NLL
after the date of the closing of the reverse merger, if the option to purchase
such shares has been exercised by Castle prior to the preparation date of the
registration statement. Castle must exercise this option on or before ten
days after the first day upon which the stock of NLL reaches a share price of
one dollar and ten cents, ($1.10).
Planet shall execute a detailed Consulting Agreement Contract with Castle
Development, Ltd., and/or its successor(s) or designee(s), immediately upon
completion of the NLL/Planet merger, which consulting Agreement shall be for a
term of 5 (five) years, and be on Castle's standard form consulting agreement,
and shall call for monthly payments of $2,500 (twenty-five hundred dollars),
per month beginning sixty (60) days after the merger date, until the Planet
stock bid price exceeds $1.00 (one dollar), per share for 10 (ten) consecutive
days at which time the monthly retainer paid to Castle shall permanently
increase to $5,000 (five thousand dollars), until the contract expires or
until the stock bid price of Planet exceeds $3.00 (three dollars), per share
for 10 (ten) consecutive days, at which time the monthly retainer paid Castle
shall permanently increase to $7,500 (seventy-five hundred dollars), per month
until the contract expires or until the stock bid price of Planet exceeds
$4.00 (four dollars), per share for 5 (five) consecutive days at which time
the monthly retainer paid Castle shall increase to $12,500 (twelve thousand
five hundred dollars) until the expiration of the contract. (Note: The share
price of Planet is used as a benchmark for timing of consulting compensation
increases because that is an indicator of Planet's earnings and ability to
raise funds and therefore pay fees. Castle shall not be expected to, nor
shall it, promote Planet's stock or solicit purchases for Planet's shares or
be involved in activities which prevent the issuance of S-8 stock under SEC
rules.)
Planet shall hire a public relations firm in consultation with Castle and
shall allocate a minimum of 180,000 (one hundred eighty thousand), shares of
unrestricted S-8 stock as payment to such firm(s).
Castle shall have the right to name two people to NLL/Planet's Board of
Directors for the term of Castle's consulting agreement subject to
NLL/Planet's Board of Directors and not to exceed 40% (forty percent) of
board members.
If the foregoing is agreeable, please execute below understanding this
contract is totally contingent on a merger of NLL/Planet.
This Agreement is a memorialization of a contract executed and agreed to
on the 22nd day of January 1999 and supersedes the same.
National Law Library, Inc.
By: /s/Hunter M.A. Carr
-----------------------
Hunter M.A. Carr, CEO
Castle Development, Ltd.
By: /s/Gerald M. Sherman
------------------------
Gerald M. Sherman, Vice President
For, Castle Development, Ltd.
EXHIBIT 4(B)
INVESTMENT CAPITAL.COM LLC
Media Relations Cooperation AGREEMENT
1. PARTIES INVOLVED AND THE PURPOSE OF COOPERATION
This Media Relations Cooperation Agreement (the "Agreement") is by and
between Investment Capital.Com LLC. ("ICC") and Planet Resources, Inc. (the
"Company").
The object of the Agreement is to increase the visibility and awareness
of the Company, its technology and its products and services by obtaining
publicity for the Company to enhance the company's public image, only as
approved by the Company.
2. DUTIES
ICC's sole duty is to take care of the Company's media relation's
activities according to this Agreement.
2.1 PRESS RELEASES
ICC and/or its subcontractor(s) or designee(s) (hereafter collectively
"ICCS") will produce as many press releases as necessary and appropriate. The
preparation of these press releases will take place using material and
information provided by the Company and may include additional information
that ICCS finds through its research. The Company in accordance with Section
3 must approve press releases hereof before being delivered to the media by
ICCS.
ICCS may print the press releases or other printed materials on the
Company's letterhead and uses the Company's envelopes for these operations.
ICCS may also imprint the press releases or other written materials with the
Company's logo for electronic distribution. When appropriate, ICCS will mail
the press releases via First Class mail to the media.
Expenses for distributing press releases via newswire service shall be
billed directly to the Company as mutually agreed. Expenses for distributing
press releases via fax and mail shall be included in this Agreement as
mutually agreed, except where designated otherwise in this Agreement. ICCS is
responsible for all expenses related to the printing of press releases.
2.2 ARTICLES
ICC and/or its subcontractor(s) or designee(s) (hereinafter collectively
"ICCS") will attempt to arrange for as many journalists in the appropriate
media to cover the Company and all related issues and stories in a manner that
enhances the Company's image and public awareness. ICCS will contact
freelance journalists and journalists at key media through telephone
conversations and via fax and mail to introduce article ideas representing the
Company and its products, services and technology. Other article ideas that
will promote the Company or its products, services and technology in the
context of a related story will also be offered to the journalists in the same
manner. Article ideas and other material must always be approved by the
Company in accordance with Section 3 before being delivered to the media. All
expenses related to the marketing and distribution of article ideas shall be
included in this Agreement as mutually agreed, except where designated
otherwise in this Agreement.
2.3 VIDEO PRODUCTION
ICC and/or its subcontractor(s) or designee(s) (hereinafter collectively
"ICCS") will attempt to arrange for as many journalists in the electronic
media (television, radio and Internet) to cover the Company and all related
issues, events and stories in a manner that enhances the Company's image and
public awareness. In order to achieve the best possible results, ICCS may need
to produce raw video footage and edit that footage for distribution to the
media. If necessary, and pre-approved by the Company, ICCS shall produce or
arrange for the production of this video, and then market and distribute the
video. The expenses related to these services shall be as mutually agreed,
except where designated otherwise in this Agreement.
2.4 CLIPPING SERVICE & REPORTING
ICCS its subcontractor(s) or designee(s) (hereinafter Collectively
"ICCS") will arrange for press clipping service for the Company of all
corresponding articles involving the Company, as desired by the Company. ICCS
will furnish the Company with copies of all Company-related articles published
during the Agreement. The expenses related to these services shall be as
mutually agreed, except where designated otherwise in this Agreement.
3. APPROVAL BY THE COMPANY
Each final draft of any document to be delivered to the media must be
signed by a designee of the Company, confirming that the release or article
idea has been carefully read and reviewed and that the statements set forth in
the attached document are complete and accurate in all material respects.
This signed approval must be received by ICCS prior to the release of the
document. ICCS will assume responsibility for getting appropriate approval
from other companies mentioned in the Company's press releases and article
ideas.
4. LIABILITY
ICC's activities are strictly Media / Public Relations-related. Because
ICC's activities are directed by and pre-approved by the Company, and are
based on the information it receives from the Company, ICC assumes no
liability or responsibility related to said activities, or any consequences
related to said activities, or their use or misuse.
5. ANTI-RECRUITING
Neither the Company nor ICC shall recruit any of the other party's
employee's , subcontractor(s), designee(s) or other affiliated personnel
during or for one (1) year after the termination of this Agreement.
6. HANDING THE AGREEMENT CONTRACT TO A THIRD PARTY
This Agreement cannot be released to a third party without written
approval of the non-releasing party except that ICC shall have the right at
its sole discretion to subcontract the services to be provided or to designate
a third party to provide same. This Agreement will be written in two
identical copies, one for both parties involved.
7. THE VALIDITY OF THE AGREEMENT
This effective date of this Agreement is 3/31/99 and it will continue in
full force and effect until terminated by ICC or the Company through the means
outlined in this Agreement. This Agreement can be terminated by either party
for reasonable cause or by mutual consent of the parties.
8. COMPENSATION
For the above media relations services, and for undertaking the
assignment and providing strategy planing, the Company shall issue one hundred
eighty thousand (180,000) shares of Planet's S-8 shares to ICC immediately and
such shares are considered fully earned by ICC at time of issue. Any
additional contracts (other than as previously discussed in this Agreement)
necessary to implement the purposes of this Agreement or to future enhance the
company's public image shall be subject to approval of Company. The above
prices do not include taxes.
Payment for all Company pre-approved out of pocket expenses, such as, but
not limited to, expenses related to video production or duplication, video
monitoring services or necessary travel, shall be invoiced to the Company
immediately upon occurrence. All out of pocket expenses, over two hundred
dollars ($200.00) shall be pre-approved by the Company prior to being
undertaken by ICC.
The financial information in Section 8 of this Agreement shall be
reviewed by ICC and the Company on a quarterly basis. If either party decides
that changes to this Section are necessary, both parties shall either agree to
make those changes or cancel this Agreement according to the procedures
outlined in Section 7 of this Agreement.
9. MISCELLANEOUS
9.1 NOTICES.
All reports, communications, requests, demands or notices required by or
permitted under this Agreement shall be in writing and shall be deemed to be
duly given on the date same is sent and acknowledged via hand delivery,
facsimile or reputable overnight delivery service (with a copy simultaneously
sent by registered mail), or, if mailed, five (5) days after mailing by
certified or registered mail, return receipt requested, to the party concerned
at the following address:
Investment Capital.Com LLC
P.O. Box 22657
Houston, TX 77227-2265
Planet Resources, Inc
Attn: Hunter Carr, President
One Park Ten Place, Suite 200
Houston, TX 77084
Any party may change the address to which such notices and communications
shall be sent by written notice to the other parties, provided that any notice
of change of address shall be effective only upon receipt.
9.2 INTEGRATION.
This Agreement sets forth the entire Agreement and understanding between
the parties, or to the subject matter hereof, supersedes, and merges all prior
discussion, arrangements and agreements between them.
9.3 AMENDMENTS.
This Agreement may not be amended or modified except by written
instrument signed by each of the parties hereto.
9.4 INTERPRETATION.
This Agreement shall be construed by and interpreted in accordance with
the laws of the State of Texas, without regard to principles of conflict of
law. The headings given to the paragraphs of this Agreement are for the
convenience of the parties only and are not to be used in any interpretation
of this Agreement.
9.5 JURISDICTION.
The parties hereby (i) agree that the State and Federal courts sitting in
the State of Texas, County of Harris shall have exclusive. Jurisdiction in any
action arising out of or connected in any way with this Agreement; (ii) each
consent to personal jurisdiction of and venue in such courts in any such
matter; and (iii) further agree that the service of process or of any other
papers with respect to such proceedings upon them by mail in accordance with
the provisions set out in Article 9.1 hereof shall be deemed to have been duly
given to and received by them five (5) days after the date of certified
mailing and shall constitute good, proper and effective service.
9.6. SEVERABILITY.
In the event that any one or more provisions of this Agreement shall be
held invalid, illegal or unenforceable in any respect, the validity, legality
or enforceability of the remaining provisions contained herein shall not in
any way be affected or impaired thereby.
9.7. WAIVER.
No failure or delay on the part of either party in exercising any power
or right under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No
waiver by either party of any provision of this Agreement, or of any breach of
default shall be effective unless in writing and signed by the party against
whom such waiver is to be enforced. All rights and remedies provided for
herein shall be cumulative and in addition to any other rights or remedies
such parties may have at law or in equity.
9.8 COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of which
taken together shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
this the 31st day of March, 1999.
Investment Capital.Com LLC Planet Resources, Inc.
By: /s/W. Todd Hickman By:/s/Hunter M.A. Carr
---------------------- ---------------------
W. Todd Hickman, Vice President Hunter M.A. Carr, President
EXHIBIT 5
S O N F I E L D & S O N F I E L D
A PROFESSIONAL CORPORATION
LEON SONFIELD (1865-1934) ATTORNEYS AT LAW NEW YORK
GEORGE M. SONFIELD (1899-1967) LOS ANGELES
ROBERT L. SONFIELD (1893-1972)
770 SOUTH POST OAK LANE WASHINGTON, D.C.
________________ HOUSTON, TEXAS 77056
FRANKLIN D. ROOSEVELT, JR. (1914-1988)
EMAIL:[email protected]
TELECOPIER (713) 877-1547
ROBERT L. SONFIELD, JR. _____
MANAGING DIRECTOR TELEPHONE (713) 877-8333
April 1, 1999
Board of Directors
Planet Resources, Inc.
One Ten Park Place, Suite 200
Houston, Texas 77084
Dear Gentlemen:
In our capacity as counsel for Planet Resources, Inc. (the "Company"), we
have participated in the corporate proceedings relative to the authorization
and issuance by the Company of a maximum of 980,000 shares of common stock
issued pursuant to the Consulting Agreements all as set out and described in
the Company's Registration Statement on Form S-8 (File No. _______) under the
Securities Act of 1933 (the "Registration Statement"). We have also
participated in the preparation and filing of the Registration Statement
including the federal income tax information set out therein under the caption
"Consulting Agreements - Federal Income Tax Effects" and elsewhere in the
Prospectus constituting a part of the Registration Statement.
Based upon the foregoing and upon our examination of originals (or copies
certified to our satisfaction) of such corporate records of the Company and
other documents as we have deemed necessary as a basis for the opinions
hereinafter expressed, and assuming the accuracy and completeness of all
information supplied us by the Company, having regard for the legal
considerations which we deem relevant, we are of the opinion that:
(1) The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;
(2) The Company has taken all requisite corporate action and all
action required by the laws of the State of Delaware with respect to the
authorization, issuance and sale of common stock to be issued pursuant to the
Registration Statement;
(3) The maximum of 980,000 shares of common stock, when issued and
distributed pursuant to the Registration Statement, will be validly issued,
fully paid and nonassessable;
(4) Based upon the current provisions of Federal income tax laws and
regulations, and on current authoritative interpretations thereof, we believe
the discussion in the Registration Statement under the caption "Consulting
Agreements - Federal Income Tax Effects" of the Federal income tax laws
relevant to the shareholders, although necessarily general, considers each
material Federal income tax issue of significance to shareholders and the
result which, more likely than not, would obtain under the laws and
regulations in effect as of the date hereof.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to our firm in the Registration
Statement.
Yours very truly,
/s/SONFIELD & SONFIELD
- ------------------------
SONFIELD & SONFIELD
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in the Form S-8 Registration Statement and
Prospectus of Planet Resources, Inc. (the "Company") of our report dated
August 13, 1998 accompanying the June 30, 1998 financial statements of the
Company contained in such Registration Statement, and to the use of our name
and the statements with respect to us, as appearing under the heading
"Experts" in the Prospectus.
/s/Harper & Pearson Company
- ---------------------------
Harper & Pearson Company
Certified Public Accountants
April 2, 1999
Houston, Texas
