<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on November 12, 1996
File No. Commission file number: Q-2549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIA Communications Corporation
(Exact name of registrant as specified in its charter)
New Jersey 22-1644111
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
- ----------------------------------------------------- --------
(Address of principal executive offices) (Zip code)
1996 Stock Option Plan of BRIA Communications Corporation
(Full title of the plan)
Richard Lifschutz, 268 West 400 South, Suite 300, Salt Lake City, UT 84106
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (801) 575-8073
CALCULATION OF REGISTRATION FEE
================================= =============== ======================== ========================= =================
Title of Securities to be Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Price Registration Fee
Share(1)
================================= =============== ======================== ========================= =================
<S> <C> <C> <C> <C>
Common Stock, issuable upon 2,500,000 $.50 $1,250,000 $431.03
exercise of Options
================================= =============== ======================== ========================= =================
</TABLE>
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of October 25, 1996 a date within five business days prior to
the date of filing of this registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
1996 Stock Option Plan of BRIA Communications Corporation
Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933
Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
Item 1. Plan Information Section 10(a) Prospectus
Item 2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by BRIA Communications Corporation, a New
Jersey corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 filed with the Commission on October 3, 1996
2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year ended December 31, 1995
3. The description of the Common Stock contained in the Company's
Registration Statement on Form 10 pursuant to section 12(b) or (g) of the
Securities Exchange Act of 1934 (the "1934 Act") filed on April 28, 1969
including any amendment or report filed for the purpose of updating such
description.
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
The Company's Class A common stock, par value $0.001 ("Common Stock"),
being registered pursuant to this registration statement is part of a class of
securities registered under section 12 of the Securities Act of 1933. A
description of such securities is contained in the Company's Registration
Statement on Form 10 under the 1934 Act, filed with the Commission on April 28,
1969 and is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")
<PAGE>
Item 5. Interests of Named Experts and Counsel.
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers.
The Corporation's Certificate of Incorporation provides that the
Corporation shall indemnify its officers and directors for any liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or director on behalf of the Corporation as long as there is no final
adjudication in any suit or proceedings establishing that the officer or
director was derelict in his duties or that the board of directors also
determines that said officer or director was derelict in his duties.
In actions, proceedings and suits involving an officer or director by
reason of his being or having been an officer or director, other than actions by
or in the right of the corporation, Title 14A:3-5(2) through Title 14A:3-5(6) of
the New Jersey Statutes, permits a corporation to indemnify directors or
officers against actual and reasonable expenses, including attorneys fees,
judgments, fines and amounts paid in settlement. The New Jersey Statute applies
to actions, proceedings or suits whether civil, criminal, administrative or
arbitrative in nature. However, unless a court directs otherwise,
indemnification is permissible only if the officer or director meets the
applicable standard of conduct and indemnification is proper under the
circumstances. In civil cases, the standard of conduct requires the officer or
director to act in good faith and in a manner he or she reasonably believes to
be in or not opposed to the best interests of the corporation. In criminal
cases, an officer or director meets the standard of conduct if he had no
reasonable cause to believe his conduct was unlawful. The board of directors
acting through a quorum of disinterested directors, independent legal counsel
designated by the board of directors, or the shareholders shall determine
whether indemnification is proper under the circumstances. Termination of
proceedings by judgment, order, settlement, conviction or plea of nolo
contendere or its equivalent, does not of itself establish a presumption that
the officer or director did not meet the applicable standard of conduct.
In actions by or in the right of the corporation, the corporation may
indemnify an officer or director against expenses provided he or she satisfies
the applicable standard of conduct. However, a corporation cannot indemnify an
officer or director adjudged liable to the corporation on any claim, issue or
matter unless, and to the extent, the court determines that despite the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.
In all proceedings, whether by or in the right of the corporation or
otherwise, the New Jersey Statutes require indemnification to the extent the
officer or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A New Jersey
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The New Jersey Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.
<PAGE>
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the New
Jersey Statutes and the Corporation's Bylaws, as amended.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, 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 and is, therefore,
unenforceable.
Item 7. Exemption from Registration Claimed.
No restricted securities are being re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which begins on page 7.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed 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 it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 Salt Lake City, State of Utah, on November 1, 1996.
BRIA Communications Corporation Inc.
By /s/ Richard Lifschutz
----------------------------
Richard Lifschutz, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Lifschutz power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
has been signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ Richard Lifschutz
- ------------------ President, Director November 12, 1996
Richard Lifschutz
/s/ Joseph Shimron
- ----------------- Vice-President and Director November 12, 1996
Joseph Shimron
/s/ Isaac Lifschutz
- ----------------- Secretary, Treasurer, Director November 12, 1996
Isaac Lifschutz
<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1996
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRIA Communications Corporation
(A Utah corporation)
<PAGE>
================================================================================
INDEX TO EXHIBITS
================================================================================
Exhibit No. SEC Ref. No. Description of Exhibit
A 4 1996 Stock Option Plan of the Company
B 5 Opinion of Counsel by Trent Waddoups with
respect to the legality of the issuance of
securities being issued
C 23(a) Consent of Andersen, Andersen & Strong,
L.C., certified public accountants
* 23(b) Consent of Counsel (included in Exhibit C,
above)
THE 1996 STOCK OPTION PLAN
OF BRIA COMMUNICATIONS CORPORATION
<PAGE>
THE 1996 STOCK OPTION PLAN OF BRIA COMMUNICATIONS CORPORATION.
BRIA Communications Corporation, a New Jersey corporation (the
"Company"), hereby adopts The 1996 Stock Option Plan of BRIA Communications
Corporation (the "Plan"), this 11th day of September 1996. Under this Plan, the
Company may grant options to acquire the Company's Class A common stock, par
value $0.001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein ("Options"). In
addition, at the discretion of the Board of Directors, options to acquire Stock
of the Company may from time to time be granted under this Plan and as otherwise
provided by Form S-8 to other individuals, including consultants or advisors,
who contribute to the success of the Company or its subsidiaries and are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.
1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives have contributed to the success of the Company or who are
important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Options.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's board of directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No Plan
Administrators shall be liable for any action taken or determination made in
good faith with respect to this Plan. Any Option approved by a majority vote of
those Plan Administrators attending a duly and properly held meeting shall be
valid. Any Option approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of two and one half million
(2,500,000) shares of Stock are subject to, and may be issued pursuant to,
Options granted under this Plan. If any right to acquire Stock granted under
this Plan is exercised by the delivery of shares of Stock or the relinquishment
of rights to shares of Stock, only the net shares of Stock issued (the shares of
Stock issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
<PAGE>
5. Eligibility. The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are consultants and advisors of
the Company or its subsidiaries, provided that such consultants and advisors
render bona fide services to the Company or its subsidiaries and such services
are not rendered in connection with the offer or sale of securities in a
capital-raising transaction. In any case, the Plan Administrators shall
determine, based on the foregoing limitations and the Company's best interests,
which employees, officers, directors, consultants and advisors are eligible to
participate in this Plan. Options shall be in the amounts, and shall have the
rights and be subject to the restrictions, as may be determined by the Plan
Administrators, all as may be within the provisions of this Plan.
6. Term of Options and Certain Limitations on Right to Exercise.
a. Each Option shall have a term of one (1) year unless its term
otherwise established by the Plan Administrators at the time the Option
is granted.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of
the Option.
c. Unless otherwise specifically provided by the written provisions of
the Option or required by applicable disclosure or other legal
requirements promulgated by the Securities and Exchange Commission
("SEC"), no participant of this Plan or his or her legal
representative, legatee, or distributee will be, or shall be deemed to
be, a holder of any shares subject to an Option unless and until such
participant exercises his or her right to acquire all or a portion of
the Stock subject to the Option and delivers the required consideration
to the Company in accordance with the terms of this Plan and then only
as to the number of shares of Stock acquired. Except as specifically
provided in this Plan or as otherwise specifically provided by the
written provisions of the Option, no adjustment to the exercise price
or the number of shares of Stock subject to the Option shall be made
for dividends or other rights for which the record date is prior to the
date on which the Stock subject to the Option is acquired by the
holder.
d. Options shall vest and become exercisable at such time or times
and on such terms as the Plan Administrators may determine at the time
of the grant of the Option.
e. Options may contain such other provisions, including further
lawful restrictions on the vesting and exercise of the Options as the
Plan Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of its
term.
g. Options shall be non-transferable, except by the laws of descent
and distribution.
7. Exercise Price. The exercise price payable to the Company for shares to
be obtained pursuant to Options shall be established by the Plan Administrators
and may vary with the grant of each Option.
8. Payment of Exercise Price. The exercise of any Option shall be
contingent on receipt by the Company of the exercise price paid in either cash,
certified or personal check payable to the Company.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company will
initially pay the liability of its employees, but not that of its consultants or
advisors, and will be reimbursed by such employees no later than six months
after such liability arises.
<PAGE>
10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in its
sole discretion, that it is necessary or desirable to list, register, or qualify
the shares covered thereby on any securities exchange or under any state or
federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the two and one half -millionth share is issued
hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.
ATTEST:
/s/ Isaac Lifschutz
- ---------------------------
Isaac Lifschutz, Secretary
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
(To be signed only upon exercise of Option)
TO: BRIA Communications Corporation
The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder ______________ shares of
Common Stock of BRIA Communications Corporation and herewith pays for the shares
in the manner specified in the Option. The undersigned requests that the
certificates for such shares be delivered to them according to instructions
indicated below. If such shares are not all of the shares purchasable under the
Option, the undersigned further requests that a new option certificate be issued
and delivered to the undersigned for the remaining shares purchasable under the
Option.
DATED this ________ day of ______________ 199_.
By:_____________________________
Instructions for delivery:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TRENT J. WADDOUPS
Attorney at Law 1269 EAST 100 SOUTH #5 Telephone (801) 363-0888
Admitted only in Utah SALT LAKE CITY, UTAH 84102 Facsimile (801) 363-8512
BRIA Communications Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
To the Board of Directors of BRIA Communications Corporation:
BRIA Communications Corporation, a New Jersey corporation ("BRIA"), is
planning to prepare and file a registration statement on Form S-8 ("Registration
Statement") with the Securities and Exchange Commission ("SEC"). In connection
with the filing of this Registration Statement, you have requested my opinion on
the shares to be issued pursuant to options granted under BRIA's 1996 Stock
Option Plan ("Option Plan").
This Opinion Letter is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion Letter should be read in conjunction therewith.
In connection with the preparation of this Opinion Letter, I have
examined the following:
1. Articles of Incorporation and Bylaws of BRIA as provided in
BRIA's corporate book;
2. The Form S-8 Registration Statement and the accompanying ss.10a
Prospectus;
3. New Jersey statute governing the creation of employee benefit
plans; and
4. BRIA's Option Plan.
In expressing the opinions set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to me by BRIA and its filing agent Canton Financial
Services Corporation. I have assumed the correctness of all statements of fact
made by BRIA that are contained therein. I assumed that the information provided
to me by BRIA is correct and accurate and that there are shares available to be
issued pursuant to the Certificate of Incorporation and Option Plan. I have
further assumed the genuineness of signatures (both manual and conformed), the
authenticity of documents submitted as originals, the conformity to originals of
all copies or faxed copies and the correctness of all such documents. This
Opinion Letter is conditioned on all of these assumptions being correct.
This Opinion Letter is also based on the assumption that all of the
members of the board of directors will sign a resolution providing for the
issuance of shares under the Option Plan.
Based on the above examination and to the best of my knowledge, I am of
the opinion that the options to be granted under the Option Plan, as well as the
shares of BRIA's Class A common stock to be issued upon the valid and proper
exercise of such options (including the payment of any applicable exercise
price), will be validly issued, fully paid and nonassessable provided all
options under the Option Plan are granted to employees, directors, officers or
consultants of BRIA. Such options and common stock must be granted/issued in
full compliance with the terms of the Option Plan and Registration Statement and
the full requirements of the Securities Act of 1933 concerning Form S-8
registration statements, including the requirement that such options not be
granted as consideration for services involving a capital raising transaction.
This Opinion Letter is conditioned upon the above requirements being met.
<PAGE>
The Opinion Letter set forth above is predicated upon and limited to
the correctness of the assumptions set forth therein and in the Accord, and is
further subject to qualifications, exceptions, and limitations set forth below:
A. Certain of the remedial provisions of the Option Plan may be
further limited or rendered unenforceable by other applicable
laws and interpretations.
B. I expressly except from the opinion set forth herein any opinion
as to whether or to what extent a New Jersey court or any other
court would apply New Jersey law, or the law of any other state
or jurisdiction, to any particular aspect of the transactions
that are the subject of the opinion herein contained.
C. To the extent any opinion set forth above is qualified by
reference to my knowledge, my knowledge is based solely upon: (i)
my examination of the items set forth in Paragraphs (1) through
(4) above, and (ii) what was in my then current consciousness.
D. My responsibilities under and with respect to this Opinion Letter
and the opinion expressed herein shall at all times and in all
respects be governed by and construed solely in accordance with
Utah law, which law shall not include any provision or
construction of Utah law that would require the application of
the law of any other state or jurisdiction.
E. In rendering the opinion that the shares to be registered
pursuant to the Registration Statement and Option Plan will be
validly issued, fully paid and nonassessable, I assumed that: (1)
BRIA's board of directors will exercise good faith in determining
the consideration paid for options to be granted under the Option
Plan; (2) All issuances and cancellations of the capital stock of
the Corporation will be fully and accurately reflected in the
Corporation's Stock Records, as provided by BRIA's transfer
agent; and (3) The consideration, as determined by the Board of
Directors of the Corporation, to be received in exchange for each
issuance of shares and options of the capital stock of the
Corporation will be paid in full and will actually be received by
the Corporation.
F. The opinion set forth herein insofar as it relates to specific
agreements or documents relate to the specified agreements or
documents and to the exhibits or schedules referred to in this
Opinion Letter and attached to such agreements or documents at
the time of my examination of such agreements or documents. Said
opinion does not extend to documents, agreements, or instruments
referred to in said agreements or documents (even if incorporated
therein by reference), or to any exhibits, annexes, or schedules
that are not identified in this Opinion Letter.
G. I expressly except from the opinion set forth herein any opinion
concerning the need for or compliance by any party, and in
particular by the Corporation, with the provisions of the
securities laws, regulations, and/or rules of the United States
of America, the State of Utah, or any other jurisdiction.
This Opinion Letter may be relied upon by you only in connection with
this Form S-8 Registration Statement and may not be used or relied upon by you
or any other person for any purpose whatsoever, except to the extent authorized
in the Accord, without in each instance my prior written consent.
Sincerely,
/s/ Trent J. Waddoups
- ---------------------
Trent J. Waddoups,
Attorney at Law
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @msn.com
- --------------------------------------------------------------------------------
ANDERSEN ANDERSEN & STRONG, L.C.
Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
November 4, 1996
BRIA Communications, Inc.
Salt Lake City, Utah
Dear Sirs:
We hereby consent to the use of our audit report as of and for the year
ended December 31, 1995 dated September 27, 1996 in the Form S-8 Registration
Statement of BRIA Communications Incorporated.
/s/ Andersen Andersen and Strong
---------------------------------
Andersen, Andersen & Strong
