As filed with the Securities and Exchange Commission on April 8, 1997
File No. 333- Commission file number: O-13409
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eurotronics Holdings, Inc.
(Exact name of registrant as specified in its charter)
Utah 87-0550824
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 East 3900 South, Suite 205, Salt Lake City, Utah 84107
(Address of principal executive offices) (Zip code)
1997 Stock Option Plan of Eurotronics Holdings, Inc.
(Full title of the plan)
Mark Tolman, 470 East 3900 South, Suite 205, Salt Lake City, Utah 84107
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (801) 487-0888
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Maximum Registration
be Registered Regist- Offering Price Aggregrate Fee
ered Per Share(1) Offering Price
Options, each 500,000 $-0- $-0- $-0-
entitling the
holder to
purchase one
share of
Common Stock
Common Stock, 500,000 $0.68 $340,000 $118
issuable upon
exercise of
Options
(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 April 7,
1997, 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.
1997 Stock Option Plan of Eurotronics Holdings, Inc.
Cross-reference Sheet Pursuant to Rule 404(a)
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
1. Plan Information Section 10(a) Prospectus
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 Eurotronics Holdings, Inc., a Utah
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year ended December 31, 1995.
3. The description and specimen certificate of the Common Stock contained
in the Company's registration statement on Form S-18 under the Exchange Act
filed with the Commission on October 30, 1983, 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 registration statement 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 Exchange 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 common stock, par value $0.0001 ("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, as
amended ("Securities Act"). A description of such securities is contained in
the Company's registration statement on Form S-18 under the Exchange Act,
filed with the Commission on October 30, 1983, and is incorporated herein by
reference. (See "Item 3. Incorporation of Documents by Reference.")
Item 5. Interests of Named Experts and Counsel.
No expert named as preparing or certifying all or part of the registration
statement to which this prospectus pertains, and no counsel for the Company
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 Company's Bylaws provides that the Company 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 Company to the fullest extent allowed by the laws of the State
of Utah.
In actions, proceedings and suits involving an officer or director by
reason of their being or having been an officer or director, other than
actions by or in the right of the Utah corporation, Title 16-10a-901 through
Title 16-10a-909 of the Utah Statutes, which inclusively constitute "Part 9"
of Title 16 (the "Utah Statute") permits a Utah corporation to indemnify
directors or officers against actual and reasonable expenses, including
attorneys fees, judgments, fines and amounts paid in settlement. The Utah
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 they
had no reasonable cause to believe his or her 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 circumstance.
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 a Utah corporation, it may indemnify an
officer or director against expenses provided he or she satisfies the
applicable standard of conduct. However, a Utah corporation cannot indemnify
an officer or director adjudged liable to it 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 Utah corporation or
otherwise, the Utah Statute requires 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 Utah
corporation may provide, either in its articles, bylaws or agreements, that
it 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 Utah 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.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the Utah
Statutes and the Company's Bylaws, as amended.
Insofar as indemnification for liabilities arising under 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 or control securities are being reoffered or resold pursuant
to this registration statement.
Item 8. Exhibits.
The exhibits attached to this registration statement are listed in the
Exhibit Index, which is found 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 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 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 SEC 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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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 April 8, 1997.
Eurotronics Holdings, Inc.
By /s/ Mark Tolman, President
Mark Tolman, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark Tolman, with 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
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Mark Tolman President and Director April 8, 1997
Mark Tolman
/s/ Fred Muehlmann Director and April 8, 1997
Fred Muehlmann Secretary-Treasurer
/s/ Dennis Nickerson Director and Vice-President April 8, 1997
Dennis Nickerson
<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 8, 1997
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eurotronics Holdings, Inc.
(A Utah corporation)
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit SEC Ref. Page Description of Exhibit
No. No. No.
A 4 9 1997 Stock Option Plan of the Company
B 5, 23(a) 13 Opinion and Consent of Counsel with respect to
the legality of the issuance of securities being
registered
C 23(b) 16 Consent of Andersen, Andersen & Strong, L.C.,
certified public accountants
Exhibit A
THE 1997 STOCK OPTION PLAN
OF EUROTRONICS HOLDINGS INC.
<PAGE>
THE 1997 STOCK OPTION PLAN OF EUROTRONICS HOLDINGS, INC.
Eurotronics Holdings, Inc., a Utah corporation (the "Company"), hereby
adopts the 1997 Stock Option Plan of Eurotronics Holdings, Inc. (this "Plan"),
this 7th day of April 1997. Under this Plan, the Company may grant options to
acquire (the "Options") shares of its common stock, par value $0.0001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries,
all on the terms and conditions set forth herein. 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 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, and in attracting new personnel
as needed 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 to 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 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 member
of the 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 five hundred thousand
(500,000) shares of Stock may be subject to, or 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.
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 not employees of
the Company or its subsidiaries, including consultants and advisors, 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 its term established by the Plan Administrators
at the time the Option is granted but in no event may such term exceed one
(1) year.
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 the Option and then only as to the number of
shares of Stock validly 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 Options
are granted, but in no event longer than one (1) year after such grant.
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 Board at the time
Options are granted.
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 may initially pay the Optionee's liability and be reimbursed by
Optionee no later than six months after such liability arises and Optionees
hereby agree to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common 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, in its discretion, 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 five hundred thousandth 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/ Mark Tolman, President
Mark Tolman, President
Exhibit B
Kevin S. Woltjen
Attorney at Law
186 F Street
Salt Lake City, Utah 84103
Telephone: 801-533-8336
Facsimile: 801-322-3637
April 7, 1997
Board of Directors
Eurotronics Holdings Incorporated
470 East 3900 South, Suite 205
Salt Lake City, Utah 84107
To the Board of Directors of Eurotronics Holdings Incorporated:
Eurotronics Holdings Incorporated, a Utah corporation (the "Company"), has
informed me of its intention to file on or about April 8, 1997 a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), concerning 500,000 shares (the "Shares") of the
Company's common stock, par value $0.0001 ("Common Stock"), with the
Securities and Exchange Commission ("SEC"). In connection with the filing of
the Registration Statement, you have requested my opinion regarding the
validity of the issuance of Common Stock upon the exercise of options granted
pursuant to the Company's 1997 Stock Option Plan ("Option Plan").
This opinion letter (this "Opinion") 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 should be read in conjunction therewith.
In connection with the preparation of this Opinion, I have examined the
following:
1. The Company's Articles of Incorporation and Bylaws;
2. The Registration Statement;
3. The authorization and approval of the Option Plan and Registration
Statement by the Company's Board of Directors;
4. The Option Plan;
5. The Company's Section 10(a) Prospectus for the Registration Statement;
6. The Company's most recently filed Form 10-KSB and all subsequently
filed reports on Form 10-QSB;
7. A certificate of the Company's good standing from the State of Utah;
and
8. Such other documents as I have deemed necessary for the purposes of
this Opinion.
In expressing the opinion set forth herein, I have assumed the authenticity
and completeness of all corporate documents, records and instruments provided
to me by the Company and its representatives. I have assumed the accuracy of
all statements of fact contained therein. I have assumed that the information
provided to me by the Company is correct and that there are shares available
to be issued pursuant to the 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 is
conditioned on all of these assumptions being correct.
Based on the above examination and to the best of my knowledge, I am of the
opinion that the issuance and sale of the Shares have been duly authorized
and, when issued, delivered and paid for upon the exercise of options granted
under the Option Plan in accordance with the provisions of the Option Plan,
the Shares will be validly issued, fully paid and nonassessable.
Additionally, the Company has represented to me no control persons will
receive benefits under the Option Plan and that no restricted or control
securities are being resold. This Opinion is conditioned upon the above
requirements being met.
The opinion set forth above is predicated upon and limited to the correctness
of the assumptions set forth herein 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 or
position as to whether or to what extent a Utah court or any other
court would apply Utah law, or the law of any other state or
jurisdiction, to any particular aspect of the facts, circumstances and
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 my examination of the
items set forth in Paragraphs (1) through (7) above.
D. My responsibilities under and with respect to this Opinion 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 of Common Stock to be
registered pursuant to the Registration Statement and issued under the
Option Plan will be validly issued, fully paid and nonassessable, I
assumed that: (1) the Company's board of directors will exercise good
faith in the establishment of the value paid for options to be granted
under the Option Plan; (2) All issuances and cancellations of the
capital stock of the Company will be fully and accurately reflected in
the Company's Stock Records as provided by the Company's transfer
agent; and (3) the consideration, as determined by the Company's Board
of Directors, to be received in exchange for each issuance of common
stock of the Company will be paid in full and will actually be
received by the Company.
F. The opinion set forth herein, insofar as it relates to specific
agreements or documents, relates to the specified agreements or
documents and to the exhibits or schedules referred to in this Opinion
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.
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 Company, 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 may be relied upon by you only in connection with filing of the
Registration Statement and I hereby consent to the use of it as an exhibit to
the Registration Statement. This Opinion 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/ Kevin S. Woltjen
Kevin S. Woltjen
Exhibit C
Andersen, Andersen & Strong, L.C. 941 East 3300 South, Suite 202
Certified Public Accountants and Salt Lake City, Utah 84106
Business Consultants Telephone 801-486-0096
Member SEC Practice Section of AICPA Fax 801-486-0098
Email [email protected]
April 1, 1997
Board of Directors
Eurotronics Holdings Inc.
470 East 3900 South - Suite 205
Salt Lake City, Utah 84107
RE: Use of Financial Statements in Form S-8 Registration Statement
Dear Board of Directors:
As independent public accountants for Eurotronics Holdings, Inc., a Utah
corporation (the "Company"), we hereby consent to the use of our report
included in the annual report of the Company on Form 10-KSB for the year ended
December 31, 1995 in the Company's Form S-8 registration statement.
Date: April 1, 1997
Sincerely,
/s/ Andersen, Andersen & Strong
Andersen, Andersen & Strong
A member of ACF International with affiliated offices worldwide
