<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on November 26, 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.)
P. O. Box 3131, Salt Lake City, Utah 84110
(Address of principal executive offices) (Zip code)
1997 Stock Option Plan of Eurotronics Holdings, Inc.
(Full title of the plan)
Anne Moxon, P. O. Box 3131, Salt Lake City, Utah 84110
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (888) 299-2995
CALCULATION OF REGISTRATION FEE
============================ --------------- ----------------------- ------------------------ =====================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Regist-ered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price
============================ =============== ======================= ======================== =====================
<S> <C> <C> <C> <C>
Common Stock, issuable 1,750,000 $7.00 $12,250,000 $3713
upon 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 November
25, 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.
Page 1 of 16 consecutively numbered pages.
Exhibit Index appears on consecutive page 7.
<PAGE>
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, 1996.
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, 1996.
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.")
<PAGE>
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.
<PAGE>
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.
Although no restricted securities are being reoffered or resold pursuant to
this registration statement, certain control securities are being reoffered,
specifically pursuant to the Reoffer Prospectus attached hereto as Exhibit A.
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.
<PAGE>
(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.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<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 26, 1997.
Eurotronics Holdings, Inc.
By /S/ Allan Green
Allan Green, President & CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Allan Green, 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/Allan Green President & CEO November 26, 1997
Allan Green
/s/Emilio Chiappetta Secretary/Treasurer November 26, 1997
Emilio Chiappetta Director
/s/Annne Moxon Director November 26, 1997
Anne Moxon
/s/Norman Isaak Director November 26, 1997
Norman Isaak
/s/Marvin Pernica Chairman of the Board November 26, 1997
Marvin Pernica of Directors
/s/Koh See Director November 26, 1997
Koh See
/s/Terrence Rodrigues Director November 26, 1997
Terrence Rodrigues
<PAGE>
As filed with the Securities and Exchange Commission on November 26, 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>
INDEX TO EXHIBITS
Exhibit SEC Ref. Page Description of Exhibit
No. No. No.
A 2 9 1997 Stock Option Plan of the Company
B 5, 24(a) 15 Opinion and Consent of Counsel
C 24(b) 17 Consent of certified public accountants
REOFFER PROSPECTUS
EUROTRONICS HOLDINGS INCORPORATED
1,400,000 Shares of Common Stock, $0.0001 Par Value
The One Million Four Hundred Thousand (1,400,000) shares of common stock,
$0.0001 par value (the "Common Stock"), included herein (the "Shares"), have
been or will be acquired from Eurotonics Holdings Incorporated, a Utah
corporation (the "Company"), pursuant to an employee benefit plan to eight
persons, six of whom are deemed to be control persons of the Company. These six
persons are listed below in the section entitled "Selling Security Holders").
The Company is issuing the shares directly to Selling Security Holders for
services rendered and will not be receiving any proceeds from any aspect of the
Shares. Selling Security Holders may offer some or all of the Shares for sale
from time to time at prices and terms negotiated in individual transactions, in
brokers transactions negotiated immediately prior to sale, or in a combination
of the foregoing. The Selling Security Holders and any broker-dealers who
participate in selling the Shares may be deemed "underwriters" as defined by the
Securities Act of 1933, as amended (the "Securities Act"). Commissions paid or
discounts or concessions allowed such broker-dealers, as well as any profit
received on resale of the Shares by broker-dealers purchasing for their own
accounts may be deemed to be underwriting discounts and commissions. The Selling
Security Holders or purchasers of the Shares will pay all discounts, commissions
and fees related to any sale of the Shares.
The Company's executive offices are located at P. O. Box 3131, Salt Lake City,
Utah 84110, and the telephone number is (888) 299-2995.
The Common Stock is traded on the OTC Bulletin Board under the symbol "EUHID."
On November 25, 1997, the closing price for the Common Stock as reported on the
OTC Bulletin Board was $7.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE PURCHASE OF THESE SECURITIES INVOLVES SUBSTANTIAL RISK. SEE "RISK
FACTORS."
No person has been authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this Reoffer
Prospectus. If any such information is given or any such representation made,
the information or representation should not be relied upon as having been
authorized by the Company. This Reoffer Prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than the Shares offered by
this Reoffer Prospectus, nor is it an offer to sell or a solicitation of an
offer to buy any of the Shares offered hereby in any jurisdiction where it is
unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances imply that the
information in this Reoffer Prospectus is correct any time subsequent to
November 26, 1997, the date of this Reoffer Prospectus.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). The Company has filed all reports required of it for at
least the twelve months preceding this filing. Such reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the SEC in Washington D.C. at 450
Fifth Street, N.W., 20549, and at the following regional offices located at 26
Federal Plaza, Room 1100, New York, New York 10278; 219 Dearborn Street, Room
1228, Chicago, Illinois, 60604; and at 410 Seventeenth Street, Suite 700,
Denver, Colorado 80202. Copies of these materials can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any and all information incorporated by reference into this Prospectus.
Requests for such information may be directed to the Company's president, Melvin
Fields at P. O. Box 3131, Salt Lake City, Utah 84110. The Company intends to
furnish to its shareholders annual reports, which will contain financial
statements audited by independent accountants, and such other reports as it may
determine to furnish or as may be required by law.
THE COMPANY
The Company was incorporated in Utah in 1982 under the name Hamilton
Exploration Co., Inc. The Company adopted its present name in December 1995.
Unless the context indicates otherwise, the term the "Company" includes
Eurotronics Holdings Incorporated and its consolidated subsidiaries. The
Company's principle executive offices are at P. O. Box 3131, Salt Lake City,
Utah 84110. The Company's telephone number is (888) 299-2995. Additional
information regarding the Company is set forth in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.
RISK FACTORS
The Shares offered hereby are speculative and involve a high degree of
risk. Any or all of these factors could result in the purchaser of Shares losing
some or all of his or her investment. Accordingly, in analyzing this Prospectus,
the purchaser of Shares should carefully consider the following factors, among
others, relating to the Company:
Limited Operating History. Although the Company was originally organized in
1982, it has just become involved in the real estate industry through its merger
with Saxx Capital, Inc. For more information on this merger, please see the
Company's Form 10-QSB for the quarter ended September 30, 1997, which is
incorporated herein by this reference. Therefore, the Company should be
considered a new business venture and with its operations being subject to all
the risks inherent in the establishment of a new business enterprise. The
Company is in the development stage and is at present generating no revenues.
The likelihood of success of the Company must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with the establishment of any new enterprise.
Control by Existing Management. Upon completion of this offering, the Company's
officers and directors will own or will be deemed to beneficially own, directly
or indirectly, more than 80% of the outstanding shares of Common Stock of the
Company. Consequently, these officers and directors will likely be able to
control the affairs of the Company, including the election of the entire Board
of Directors.
<PAGE>
<TABLE>
<CAPTION>
Cash Flow and Liquidity Shortages. The Company's has incurred recurring net
losses since its inception, including net losses of $299,635 and $321,124 for
the years of 1995 and 1996, respectively. The losses have been primarily
attributable to general and administrative expenses attributable to the
Company's failed acquisitions. Aside from its attempts to acquire private
companies, the Company has had no active operations since December 1989. The
Company has therefore had few cash resources. In the past, the Company has
attempted to satisfy its obligations primarily through the issuance of its
Common Stock. The Company can provide no assurances that it will be able to
continue to meet its obligations in this manner.
Need for Additional Financing . The Company will likely need financing to
sustain the short term operations. The Company intends to raise such capital
through debt or equity financing, but can provide no assurances that such
financing will be available.
Limited Market for the Company's Securities. The Company's Common Stock is
traded on the OTC Bulletin Board under the symbol EUHID. However, even though
there is a public market for the Common Stock, the Common Stock has a very thin
average daily trading volume. Accordingly, it is possible that the shareholder
will not be able to resell some or all of his or her Common Stock. The thin
trading volume may also make the price of the Common Stock more volatile than
otherwise. Hence, the shareholder may not be able to resell the Common Stock at
a price comparable to that currently quoted on the OTC Bulletin Board.
No Dividends. The Company has not paid any dividends during the last three
fiscal years. Given the Company's limited cash flow and need for financing, the
Company does not anticipate paying any dividends in the foreseeable future.
SELLING SECURITY HOLDERS
The table below sets forth information regarding the Selling Security
Holders' interest within the Company and stated herein this Reoffer Prospectus,
his relationship to the Company for the last three years, the amount of Common
Stock he owned prior to acquiring the Shares, the amount of Common Stock being
offered hereby, and the amount of Common Stock to be owned after the sales.
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
Number of Shares Amount Owned
Registered Position with the Beneficially Owned Number of Shares to be Offered After Offering
Stock-holder Company Before Offering for Stockholder
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
<S> <C> <C> <C>
Anne Moxon Director 144.5 million(1) 400,000 144.5 million(1)
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
Emilio Secretary/ -0- 150,000 -0-
Chiappetta Treasurer &
Director
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
Allan Green President & CEO -0- 150,000 -0-
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
Greg Buck CFO -0- 400,000 -0-
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
Koh See Director -0- 150,000 -0-
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
Terrence Director -0- 150,000 -0-
Rodrigues
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
Marvin Pernica Chairman of Board -0- 150,000 -0-
of Directors
- ----------------- ------------------- ------------------------- -------------------------------- ------------------
(1) Includes 144,500,000 owned indirectly through Ms. Moxon's position as
president of Saxx Capital, Inc. Ms. Moxon disclaims ownership of such shares.
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Selling Security Holders may sell the Shares from time to time in the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The Selling Security Holders expect to employ brokers or dealers in order to
sell the Shares. Brokers or dealers engaged by the Selling Security Holders may
arrange for other brokers or dealers to participate in effecting sales. Brokers
or dealers will receive commissions or discounts from the Selling Security
Holders or from purchasers in amounts to be negotiated immediately prior to the
sale, but which are not expected to deviate from usual and customary brokers'
commissions.
No assurances are given that the Selling Security Holders will offer for sale
or sell any or all of the Shares registered pursuant to this Prospectus. Neither
the Company nor Selling Security Holders expect to compensate any finders to
assist in the sales of the Shares.
The Company will not receive any of the proceeds from the offering hereunder.
All expenses incurred in connection with the registration under the Securities
Act and the offering of the securities hereby will be borne by the Company, but
all selling and other expenses incurred by the Selling Security Holders will be
borne by the Selling Security Holders.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents that the Company filed with the Commission are hereby
incorporated by reference into this Prospectus:
1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996, which contains financial statements of the Company for that
fiscal year;
2. The Company's quarterly reports on Form 10-QSB for the quarters ended March
31, 1997, June 30, 1997, and September 30, 1997; and
3. The description and specimen certificate of the Common Stock contained in
the Company's registration statement on Form S-18 under the Securities Act filed
with the Commission on October 30, 1983, including any amendment or report filed
for the purpose of updating such description.
All documents that the Company subsequently files with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.
<PAGE>
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITY
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 immediately subsequent 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.
The following is a brief summary of the Company's provisions for
indemnification. 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 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 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 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 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 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 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.
<PAGE>
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
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.
KEVIN S. WOLTJEN
ATTORNEY AT LAW
ADMITTED IN ILLINOIS ONLY
186 F Street
Salt Lake City, Utah 84103
Telephone: 801-533-8336
Facsimile: 801-322-3637
November 26, 1997
Board of Directors
Eurotronics Holdings Incorporated
P. O. Box 3131
Salt Lake City, Utah 84110
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 November 26, 1997 a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), concerning 1.75 million shares (the "Shares") of the
its 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 availability of
registering Common Stock on Form S-8.
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.
You have represented to me that the Company is current in its filings with the
SEC and that the Company's board of directors has authorized the filing of a
Form S-8. Based on the these representations and to the best of my knowledge, I
am of the opinion that the Form S-8 is an available form of registration. 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. 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.
B. In rendering the opinion that Form S-8 is available, I have assumed
that the Company is satisfying the various substantive requirements of
Form S-8, and I expressly disclaim any opinion regarding the Company's
compliance with such requirements.
C. 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.
<PAGE>
D. 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 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.
E. I expressly except from the opinion set forth herein any opinion
concerning the propriety of any issuance of any shares, and any opinion
concerning the tradability of any shares whether or not issued under
the Company's Form S-8.
F. The opinion contained herein are rendered as of the date hereof, and I
undertake no, and hereby disclaim any, obligation to advise you of any
changes in or any new developments which might affect any matters or
opinions set forth herein.
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
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]
November 26, 1997
Board of Directors
Eurotronics Holdings Inc.
P.O. Box 3131
Salt Lake City, Utah 84110
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, 1996 in the Company's Form S-8 registration statement.
Date: November 26, 1997
Sincerely,
/s/ Andersen, Andersen & Strong
Andersen, Andersen & Strong
A member of ACF International with affiliated offices worldwide
