<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on October 30,1997
File No. Commission file number: 0-13409
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eurotronics Holdings Incorporated
(Exact name of registrant as specified in its charter)
Utah 87-0550824
(State or Other Jurisdiction of Incorporation (Employer Identification Number)
or Organization)
1130 John Anderson Drive, Ormond Beach, Florida 32176
(Address of Principal Executive Offices)
Written Compensation Contract for Officers, Consultants and Advisors
(Full Title of the Plan)
Melvin Fields, 1130 John Anderson Drive, Ormond Beach, Florida 32176
(Name, Address, Including Zip Code, of Agent for Service)
Telephone number, including area code, of agent for service: (904) 441-1031
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> <C>
Common Stock, par value $0.0001 17,000,000 $0.06 $1,020,000 $309.09
================================= =============== ======================== ========================= =================
</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 30, 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>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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 Eurotronics Holdings, Inc., a Utah
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, 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, 1996.
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 of
1933 (the "1933 Act") filed 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 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 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 Exchange Act. A description of
such securities is contained in the Company's Registration Statement on Form
S-18 under the 1933 Act, filed with the Commission on October 30, 1983, and is
incorporated herein by reference.
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.
<PAGE>
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 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.
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.
Item 7. Exemption from Registration Claimed.
No restricted securities are being re-offered or resold pursuant to this
registration statement.
<PAGE>
Item 8. Exhibits.
The exhibits are attached to this Form S-8 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 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.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>
REOFFER PROSPECTUS
EUROTRONICS HOLDINGS INCORPORATED
1,700,000 Shares of Common Stock, $0.0001 Par Value
The shares of common stock, $0.0001 par value (the "Common Stock"),
included herein (the "Shares"), have been or will be acquired from Eurotronics
Holdings Incorporated, a Utah corporation (the "Company"), pursuant to a written
Compensation Agreement executed by and between the Company and Melvin Fields,
the Company's president and director (hereinafter the "Selling Security
Holder"). The Company is issuing the shares directly to Selling Security Holder
for services rendered and will not be receiving any proceeds from any aspect of
the Shares. Selling Security Holder 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 Holder 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 Holder 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 1130 John Anderson
Drive, Ormond Beach, Florida 32176, and the telephone number is (904) 441-1031.
The Common Stock is traded on the OTC Bulletin Board under the symbol
"EUHI." On October 29, 1997, the closing sale price for the Common Stock as
reported on the OTC Bulletin Board was $0.04.
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 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 Prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than the Shares offered by
this 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 Prospectus is correct any time subsequent to October 30, 1997, the date of
this Prospectus.
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.
<PAGE>
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 1130 John Anderson Drive, Ormand Beach, Florida
32176. 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 1130 John Anderson Drive, Ormand
Beach, Florida 32176. The Company's telephone number is (904) 441-1031.
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:
Intended Reorganization and Change of Control.
The Company is a dormant, public company without any operations or
assets. The Company's current business plan involves finding a suitable merger
or acquisition candidate who can provide the Company with a basis for successful
operations. The Company has executed an Agreement of Merger pursuant to which
Saxx Capital, Inc., an Ontario, Canada corporation, will be merged into a
subsidiary to be formed by the Company. Saxx Capital has been organized in order
to acquire, manage and lease real estate holdings, and has obtained contracts
for the acquisition of properties. Saxx Capital is an entity with a limited
operating history and there is a risk that Saxx Capital will fail to acquire
real estate holdings as it has represented. The Reorganization Agreement is also
subject to contingencies including the formation of the Company's subsidiary and
the execution of a plan of merger under state law. Consequently, the Company can
provide no assurances that the merger with Saxx Capital will be consummated, or
that if such merger is ultimately consummated, that it will prove to be
profitable, worthwhile or sustainable.
In the past two years, the Company has attempted similar
reorganizations with two other entities. In December 1995, the Company acquired
all outstanding shares of Eurotronics International Incorporated, a Nevada
corporation which owned a computer information company specializing in marketing
computer systems in Belgium ("EII"). The agreement to acquire EII was
subsequently mutually rescinded due to EII's failure to deliver audited
financial statements pursuant to the acquisition contract and the Company's
ability to generate sufficient financing for the acquisition. In July 1996, the
Company acquired InterConnect West, Inc., a Utah corporation which owned and
operated an electronic commerce site appearing on the Internet. The acquisition
of InterConnect was subsequently rescinded by the Company because the Company
could not raise sufficient capital to sustain the operations of InterConnect.
Given the Company's inability to complete either of the aforementioned
reorganizations, there is a substantial risk that the intended merger of Saxx
Capital, or any subsequent acquisition, may not be completed as intended.
According to the Agreement for Merger, the Company will undergo a
change of control in which the Company's current Board of Directors will appoint
representatives from Saxx Capital to the Board and subsequently resign from
their positions with the Company. This anticipated change of Company control is
another substantial risk involved with the Common Stock offered hereunder.
<PAGE>
<TABLE>
<CAPTION>
Substantial Dilution of Shares. Pursuant to the intended reorganization
with Saxx Capital, Inc., the Company has issued 144,500,000 shares of the
Company's common stock to an escrow agent. The 144,500,000 escrowed shares are
being issued in consideration for 100% of the capital stock of Saxx in
contemplation of the merger into the subsidiary to be formed by the Company. The
escrow agent is to deliver the shares of Common Stock to Saxx Capital upon the
closing of the Agreement for Merger. The issuance to Saxx Capital will
substantially dilute the current ownership interest in the Company represented
by the Shares.
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 of EII and InterConnect. 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 . If and when the Company consummates the
acquisition of Saxx Capital, the Company will likely need immediate financing to
sustain the short term operations of the Company and of Saxx Capital. 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 EUHI. 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 HOLDER
The table below sets forth information regarding the Selling Security
Holder's 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 Number of Shares to be Number of Shares to
Registered Position with the Beneficially Owned as Acquired Under the Plan be Owned after Sales
Stockholder Company of 10/ /97 Offered Hereby
- -------------------- ------------------- ------------------------- -------------------------- ----------------------
<S> <C> <C> <C> <C>
Melvin Fields President and -0- 1,700,000 -0-
Director
- -------------------- ------------------- ------------------------- -------------------------- ----------------------
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Selling Security Holder 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. However, the Selling Security Holder will not sell any of the
Shares until the Company has filed a Form 8-K containing information related to
the merger with Saxx Capital, including audited financial statements of Saxx
Capital. The Selling Security Holder expects 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 Holder will offer for
sale or sell any or all of the Shares registered pursuant to this Prospectus.
Neither the Company nor Selling Security Holder expects 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
Holder will be borne by the Selling Security Holder.
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, 1995, 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, 1996, June 30, 1996, and September 30, 1996; and
3. The description and specimen certificate 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").
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.
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.
<PAGE>
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.
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.
<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 October 30, 1997.
Eurotronics Holdings Inc.
By /s/Melvin Fields
Melvin Fields, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Melvin Fields, 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 Form S-8
has been signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
- --------- ----- ----
/s/Melvin Fields President and Director October 30, 1997
- ---------------
Melvin Fields
/s/Gerald Curtis Director October 30, 1997
- ---------------
Gerald Curtis
/s/Joe Betras Director October 30, 1997
- --------------
Joe Betras
<PAGE>
INDEX TO EXHIBITS
Exhibit No. SEC Ref. No. Description of Exhibit
A 4 Compensation Contract executed by and
between the Company and Melvin Fields,
dated October 30, 1997
B 4 Consulting Contract executed by and between
the Company and Park Street Investments,
Inc., dated October 30, 1997
C 4 Consulting Contract executed by and between
the Company and Canton Financial Services
Corporation, dated October 30, 1997
D 5 Opinion and consent of Counsel with
respect to the legality of the issuance of
securities being issued
E 23 Consent of Accountant
EXECUTIVE COMPENSATION AGREEMENT
This Executive Compensation Agreement ("Agreement") is made effective
this 30TH day of October 1997 by and between Eurotronics Holdings Incorporated,
a Utah corporation with principal offices at 1130 John Anderson Drive, Ormond
Beach, Florida 32176 ("Eurotronics"), and Melvin Fields, the Company's president
and director ("Executive").
PREMISES
WHEREAS, Executive has served as the Company's president and director
for approximately the past six months;
WHEREAS, Executive has not received any compensation for his services
as president and director;
WHEREAS, Eurotronics wishes to fully compensate Executive for services
Executive has performed and believes that issuing stock to Executive is the most
appropriate method to do so;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Eurotronics and
Executive agree as follows:
1. Services Performed. The parties hereby acknowledge that Executive has
provided valuable services including conducting the day to day management of the
Company, providing long-term business planning for the Company, and having
responsibility to conduct due diligence with respect to a planned merger of the
Company.
2. Compensation. As consideration for services that have been performed by
Executive, Eurotronics shall issue to Executive one million seven hundred
thousand (1,700,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Executive.
3. Confidential Information. Executive agrees that certain information that may
have been disclosed or discovered by Executive during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Executive hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Executive further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:
A. Non-public financial information, accounting information, plans
of operations, and information related to possible mergers or
acquisitions prior to any public announcement;
B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity; C.
Proprietary technology, licenses and patents;
<PAGE>
D. Sketches, plans, drawings and other confidential research and
development data;
E. Any other information that Executive knows is confidential or
that a reasonable person in the position of Executive would
have reason to believe is confidential.
4. All Prior Agreements Terminated. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written, between
the parties in connection with the subject matter contemplated by this
Agreement. None of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly signed by
authorized representatives of the parties.
5. Release. Executive hereby agrees that the compensation to be provided
hereunder constitutes full settlement of any claims Executive may have to unpaid
compensation for previously performed services.
6. Miscellaneous
A. Authority. The execution and performance of this Agreement have
been duly authorized by all requisite corporate action. This
Agreement constitutes a valid and binding obligation of the
parties.
B. Amendment. This Agreement may be amended or modified only by an
instrument in writing executed by the parties hereto.
C. Waiver. No term of this Agreement shall be considered waived
and no breach excused by either party unless such waiver is
made in writing. No consent, waiver or excuse by either party,
express or implied, shall constitute a subsequent consent,
waiver or excuse.
D. Assignment:
(i) The rights and obligations under this Agreement shall
inure to the benefit of and shall be binding upon the
successors and assigns of each of the parties.
Neither party shall have the right to transfer or
assign this Agreement without the prior written
consent of the other party.
(ii) Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the
parties and their successors, any rights or remedies
under this Agreement.
E. Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and may be given
by personal delivery or by mail, registered or certified,
return receipt requested, or by overnight delivery service, or
via facsimile (fax) transmission. Mailed notices shall be
addressed to the parties at the addresses appearing herein, but
each party may change its address by written notice in
accordance with this paragraph. Notices delivered personally
shall be deemed to be properly served as of the time of actual
delivery; mailed or otherwise transmitted notices shall be
deemed properly served upon receipt.
<PAGE>
(i) In the case of Eurotronics to:
Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)
(ii) In the Case of Executive to:
Melvin Fields
c/o Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)
or to such other person or address designated in writing to
receive notice.
F. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any
heading and the text of this Agreement, the text shall
control.
G. Effect of Partial Invalidity. In the event that any one or
more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained
any such invalid, illegal or unenforceable provisions.
H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of
the State of Utah, without regard to its law on the conflict
of laws. Any dispute arising out of this Agreement shall be
brought in a court of competent jurisdiction in Salt Lake
County, State of Utah. The parties exclude any and all
statutes, laws and treaties which would allow or require any
dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.
I. Arbitration. Any dispute arising under this Agreement shall be
resolved through a mediation-arbitration approach. The parties
agree to mutually select a neutral third party to help them
mediate any dispute. If the mediation is unsuccessful, the
parties agree that the dispute shall be decided by binding
arbitration in accordance with the rules of the American
Arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Salt Lake County, State
of Utah.
J. Attorney's Fees. If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover actual attorney's fees,
court costs, and other costs incurred in proceeding with the
action from the other party. The attorney's fees, court costs
or other costs, may be ordered by the court in its decision of
any action described in this paragraph or may be enforced in a
separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by
in-house counsel, all parties agree that party may recover
attorney's fees incurred by that in-house counsel in an amount
equal to that attorney's normal fees for similar matters, or,
should that attorney not normally charge a fee, by the
prevailing rate charged by attorneys with similar background
in that legal community.
<PAGE>
K. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other
and further actions as may be necessary or convenient to
effect the transactions described herein.
L. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their appropriate
successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such
intent.
M. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the
other party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement.
IN WITNESS WHEREOF, this Agreement was duly executed this 30TH day of
October 1997.
Eurotronics Holdings Incorporated Executive
/s/Gerald Curtis /s/Melvin Fields
- ------------------------------- -------------------------------
By:Authorized Signatory Melvin Fields
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 30TH day
of October 1997 by and between Eurotronics Holdings Incorporated, a Utah
corporation with principal offices at 1130 John Anderson Drive, Ormond Beach,
Florida 32176 ("Eurotronics"), and Park Street Investments, Inc., a financial
consulting firm with principal offices at 2133 East 9400 South, Suite 151, Salt
Lake City, Utah 84093 ("Consultant").
PREMISES
WHEREAS, Consultant has served as a consultant and advisor to
Eurotronics, advising Eurotronics with respect to matters including, but not
limited to, recapitalizations, mergers and acquisitions and general corporate
problem solving;
WHEREAS, Consultant has prospected for, and located, a business
opportunity on behalf of Eurotronics which both parties believe to be in the
best interest of Eurotronics;
WHEREAS, Eurotronics wishes to fully compensate Consultant for services
Consultant has performed in advising Eurotronics with respect to finding such
business opportunity and in negotiating an agreement of merger on Eurotronics'
behalf;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Eurotronics and
Consultant agree as follows:
1. Services Performed. The parties hereby acknowledge that Consultant has
provided valuable services to Eurotronics including, but not limited to: (a)
finding a viable private company interested in combining with Eurotronics; (b)
negotiating on Eurotronics' behalf the key terms of merger with the private
company; and (c) preparing an Agreement for Merger pursuant to which the
business combination will occur.
2. Compensation. As consideration for services that have been performed by
Consultant, Eurotronics shall issue to Consultant seven million six hundred and
fifty thousand (7,650,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Consultant. Consultant shall not be entitled to additional compensation for any
merger, acquisition, reorganization, agreement or other transaction that
Eurotronics may enter into as a direct or indirect result of services performed
by Consultant through the date of this Agreement.
3. Confidential Information. Consultant agrees that certain information that may
have been disclosed or discovered by Consultant during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Consultant hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Consultant further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:
<PAGE>
A. Non-public financial information, accounting information,
plans of operations, and information related to possible
mergers or acquisitions prior to any public announcement;
B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity;
C. Proprietary technology, licenses and patents;
D. Sketches, plans, drawings and other confidential research and
development data;
E. Any other information that Consultant knows is confidential or
that a reasonable person in the position of Consultant would
have reason to believe is confidential.
4. All Prior Agreements Terminated. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written, between
the parties in connection with the subject matter contemplated by this
Agreement. None of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly signed by
authorized representatives of the parties.
5. Release. Consultant hereby agrees that the compensation to be provided
hereunder constitutes full settlement of the services to be provided pursuant to
this Agreement, as well as all past consulting services performed on behalf of
Eurotronics by Consultant. Consultant hereby releases Eurotronics from any
existing claims to unpaid compensation which Consultant may currently possess as
a result of previously performed services.
6. Miscellaneous
A. Authority. The execution and performance of this Agreement
have been duly authorized by all requisite corporate action.
This Agreement constitutes a valid and binding obligation of
the parties.
B. Amendment. This Agreement may be amended or modified only by
an instrument in writing executed by the parties hereto.
C. Waiver. No term of this Agreement shall be considered waived
and no breach excused by either party unless such waiver is
made in writing. No consent, waiver or excuse by either party,
express or implied, shall constitute a subsequent consent,
waiver or excuse.
D. Assignment:
(i) The rights and obligations under this Agreement shall
inure to the benefit of and shall be binding upon the
successors and assigns of each of the parties.
Neither party shall have the right to transfer or
assign this Agreement without the prior written
consent of the other party.
(ii) Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the
parties and their successors, any rights or remedies
under this Agreement.
<PAGE>
E. Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and may be
given by personal delivery or by mail, registered or
certified, return receipt requested, or by overnight delivery
service, or via facsimile (fax) transmission. Mailed notices
shall be addressed to the parties at the addresses appearing
herein, but each party may change its address by written
notice in accordance with this paragraph. Notices delivered
personally shall be deemed to be properly served as of the
time of actual delivery; mailed or otherwise transmitted
notices shall be deemed properly served upon receipt.
(i) In the case of Eurotronics to:
Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)
(ii) In the Case of Consultant to:
Park Street Investments, Inc.
2133 East 9400 South, Suite 151
Sandy, Utah 84093
(801) 944-0701
(801) 944-0715 (fax)
or to such other person or address designated in writing to
receive notice.
F. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any
heading and the text of this Agreement, the text shall
control.
G. Effect of Partial Invalidity. In the event that any one or
more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained
any such invalid, illegal or unenforceable provisions.
H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of
the State of Utah, without regard to its law on the conflict
of laws. Any dispute arising out of this Agreement shall be
brought in a court of competent jurisdiction in Salt Lake
County, State of Utah. The parties exclude any and all
statutes, laws and treaties which would allow or require any
dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.
I. Arbitration. Any dispute arising under this Agreement shall be
resolved through a mediation-arbitration approach. The parties
agree to mutually select a neutral third party to help them
mediate any dispute. If the mediation is unsuccessful, the
parties agree that the dispute shall be decided by binding
arbitration in accordance with the rules of the American
Arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Salt Lake County, State
of Utah.
<PAGE>
J. Attorney's Fees. If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover actual attorney's fees,
court costs, and other costs incurred in proceeding with the
action from the other party. The attorney's fees, court costs
or other costs, may be ordered by the court in its decision of
any action described in this paragraph or may be enforced in a
separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by
in-house counsel, all parties agree that party may recover
attorney's fees incurred by that in-house counsel in an amount
equal to that attorney's normal fees for similar matters, or,
should that attorney not normally charge a fee, by the
prevailing rate charged by attorneys with similar background
in that legal community.
K. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other
and further actions as may be necessary or convenient to
effect the transactions described herein.
L. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their appropriate
successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such
intent.
M. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the
other party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement.
IN WITNESS WHEREOF, this Agreement was duly executed this 30TH day of
October 1997.
Eurotronics Holdings Incorporated Park Street Investments, Inc.
/s/Melvin Fields /s/Ken Kurtz
- ------------------------------- -------------------------------
By: Melvin Fields, President By: Ken Kurtz, President
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 30TH day
of October 1997 by and between Eurotronics Holdings Incorporated, a Utah
corporation with principal offices at 1130 John Anderson Drive, Ormond Beach,
Florida 32176 ("Eurotronics"), and Canton Financial Services Corporation, a
financial consulting firm with principal offices at 268 West 400 South, Suite
300, Salt Lake City, Utah 84101 ("Consultant").
PREMISES
WHEREAS, Consultant has served as a consultant and advisor to
Eurotronics, advising Eurotronics with respect to matters including, but not
limited to, recapitalizations, mergers and acquisitions and general corporate
problem solving;
WHEREAS, Consultant has prospected for, and located, a business
opportunity on behalf of Eurotronics which both parties believe to be in the
best interest of Eurotronics;
WHEREAS, Eurotronics wishes to fully compensate Consultant for services
Consultant has performed in advising Eurotronics with respect to finding such
business opportunity and in negotiating an agreement of merger on Eurotronics'
behalf;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Eurotronics and
Consultant agree as follows:
1. Services Performed. The parties hereby acknowledge that Consultant has
provided valuable services to Eurotronics including, but not limited to: (a)
finding a viable private company interested in combining with Eurotronics; (b)
negotiating on Eurotronics' behalf the key terms of merger with the private
company; and (c) preparing an Agreement for Merger pursuant to which the
business combination will occur.
2. Compensation. As consideration for services that have been performed by
Consultant, Eurotronics shall issue to Consultant seven million six hundred and
fifty thousand (7,650,000) shares of its Class A Common Stock, par value $0.0001
("Common Stock"). The Common Stock shall be initially registered under a Form
S-8 Registration Statement to be filed by the Company. Such compensation shall
be the exclusive consideration for all past consulting services performed by
Consultant. Consultant shall not be entitled to additional compensation for any
merger, acquisition, reorganization, agreement or other transaction that
Eurotronics may enter into as a direct or indirect result of services performed
by Consultant through the date of this Agreement.
3. Confidential Information. Consultant agrees that certain information that may
have been disclosed or discovered by Consultant during the course of the
performance of the services under this Agreement is secret, unique, and
valuable, and was developed by Eurotronics at great cost and over a long period
of time. Consultant hereby agrees not to disclose such confidential information
for a period of three (3) years from the date of execution of this Agreement,
unless expressly authorized by Eurotronics in writing. Consultant further
understands and agrees that the breach of this agreement not to disclose will
cause irreparable injury to Eurotronics. Such breach will entitle Eurotronics to
pursue a remedy at law or in equity, including injunctive relief without proof
of actual damages, or posting of a bond, for any damages resulting therefrom.
For the purpose of this Agreement, confidential information includes but is not
limited to, the following:
<PAGE>
A. Non-public financial information, accounting information,
plans of operations, and information related to possible
mergers or acquisitions prior to any public announcement;
B. Memoranda, notes, or records concerning technical processes
conducted by Eurotronics or any affiliated entity;
C. Proprietary technology, licenses and patents;
D. Sketches, plans, drawings and other confidential research and
development data;
E. Any other information that Consultant knows is confidential or
that a reasonable person in the position of Consultant would
have reason to believe is confidential.
4. All Prior Agreements Terminated. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written, between
the parties in connection with the subject matter contemplated by this
Agreement. None of the parties shall be bound by any conditions, definitions,
warranties or representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly signed by
authorized representatives of the parties.
5. Release. Consultant hereby agrees that the compensation to be provided
hereunder constitutes full settlement of the services to be provided pursuant to
this Agreement, as well as all past consulting services performed on behalf of
Eurotronics by Consultant. Consultant hereby releases Eurotronics from any
existing claims to unpaid compensation which Consultant may currently possess as
a result of previously performed services.
6. Miscellaneous
A. Authority. The execution and performance of this Agreement
have been duly authorized by all requisite corporate action.
This Agreement constitutes a valid and binding obligation of
the parties.
B. Amendment. This Agreement may be amended or modified only by
an instrument in writing executed by the parties hereto.
C. Waiver. No term of this Agreement shall be considered waived
and no breach excused by either party unless such waiver is
made in writing. No consent, waiver or excuse by either party,
express or implied, shall constitute a subsequent consent,
waiver or excuse.
D. Assignment:
(i) The rights and obligations under this Agreement shall
inure to the benefit of and shall be binding upon the
successors and assigns of each of the parties.
Neither party shall have the right to transfer or
assign this Agreement without the prior written
consent of the other party.
(ii) Nothing in this Agreement, expressed or implied, is
intended to confer upon any person, other than the
parties and their successors, any rights or remedies
under this Agreement.
<PAGE>
E. Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and may be
given by personal delivery or by mail, registered or
certified, return receipt requested, or by overnight delivery
service, or via facsimile (fax) transmission. Mailed notices
shall be addressed to the parties at the addresses appearing
herein, but each party may change its address by written
notice in accordance with this paragraph. Notices delivered
personally shall be deemed to be properly served as of the
time of actual delivery; mailed or otherwise transmitted
notices shall be deemed properly served upon receipt.
(i) In the case of Eurotronics to:
Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, Florida 32176
(904) 441-1031
(904) 441-1035 (fax)
(ii) In the Case of Consultant to:
Canton Financial Services Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(801) 575-8073
(801) 575-8092 (fax)
or to such other person or address designated in writing to
receive notice.
F. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any
heading and the text of this Agreement, the text shall
control.
G. Effect of Partial Invalidity. In the event that any one or
more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained
any such invalid, illegal or unenforceable provisions.
H. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of
the State of Utah, without regard to its law on the conflict
of laws. Any dispute arising out of this Agreement shall be
brought in a court of competent jurisdiction in Salt Lake
County, State of Utah. The parties exclude any and all
statutes, laws and treaties which would allow or require any
dispute to be decided in another forum or by other rules of
decision than provided in this Agreement.
I. Arbitration. Any dispute arising under this Agreement shall be
resolved through a mediation-arbitration approach. The parties
agree to mutually select a neutral third party to help them
mediate any dispute. If the mediation is unsuccessful, the
parties agree that the dispute shall be decided by binding
arbitration in accordance with the rules of the American
Arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Salt Lake County, State
of Utah.
<PAGE>
J. Attorney's Fees. If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover actual attorney's fees,
court costs, and other costs incurred in proceeding with the
action from the other party. The attorney's fees, court costs
or other costs, may be ordered by the court in its decision of
any action described in this paragraph or may be enforced in a
separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by
in-house counsel, all parties agree that party may recover
attorney's fees incurred by that in-house counsel in an amount
equal to that attorney's normal fees for similar matters, or,
should that attorney not normally charge a fee, by the
prevailing rate charged by attorneys with similar background
in that legal community.
K. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other
and further actions as may be necessary or convenient to
effect the transactions described herein.
L. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their appropriate
successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such
intent.
M. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the
other party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement.
IN WITNESS WHEREOF, this Agreement was duly executed this 30th day of
October 1997.
Eurotronics Holdings Incorporated Canton Financial Services Corporation
/s/Melvin Fields /s/Richard Surber
- ------------------------------- -------------------------------
By: Melvin Fields, President By: Richard Surber, President
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
Email: [email protected]
October 30, 1997
Board of Directors
Eurotronics Holdings Incorporated
1130 John Anderson Drive
Ormond Beach, FL 32176
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 with the Securities and Exchange Commission
("SEC"), on or about October 30, 1997, a registration statement on Form S-8
under the Securities Act of 1933, as amended ("Registration Statement"),
concerning the issuance of 17,000,000 shares (the "Shares") of the Company's
common stock, par value $0.0001 ("Common Stock"), pursuant to three employee
benefit plans (the "Benefit Plans"). In connection with the filing of the
Registration Statement, you have requested my opinion regarding the validity of
the issuance of such Shares.
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 Company's benefit plans
concerning the Shares and Registration Statement by the
Company's Board of Directors;
4. The Company's Section 10(a) Prospectus for the Registration
Statement;
5. The Company's most recently filed Form 10-KSB and all
subsequently filed reports on Form 10-QSB; and 6. Such other
documents as I have deemed necessary for the purposes of this
Opinion.
For the purposes of rendering this opinion, I have assumed that no person or
entity has engaged in fraud or misrepresentation regarding the inducement
relating to, or the execution or delivery of, the documents reviewed.
Furthermore, I express no opinion as to the validity of any of the assumptions,
form, or content of any financial or statistical data in the Registration
Statement.
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 Benefits Plans. 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.
<PAGE>
Based on the above examination and to the best of my knowledge, I am of the
opinion that, when issued and sold, the Shares will be validly and legally
issued; provided, however, that no opinion is rendered under the document
regarding compliance with federal or state securities or blue sky laws. I am of
the further opinion that, when issued and sold, the Shares will be fully paid
and nonassessable. 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 Benefits Plans 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 (6) above.
D. In rendering the opinion that the shares of Common Stock to be
registered pursuant to the Registration Statement and issued
under the Benefits Plans will be validly issued, fully paid
and nonassessable, I assumed that: (1) the Company's board of
directors has exercised good faith in establishing the value
paid for the Shares; (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
has been paid in full and actually received by the Company.
E. 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.
F. I expressly except from the opinion set forth herein any
opinion concerning the need for 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
with regard to any other issue not expressly addressed herein,
which exclusion shall apply, but not be limited to, the
subsequent tradability of the Shares on either state or
Federal level.
G. I expressly except from the opinion set forth herein any
opinion concerning the adequacy or compliance with any laws,
Federal or state, of the Company's Form S-8 or any of its
exhibits not expressly authored by me.
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.
My opinion is limited to the specific opinions expressed above. No other
opinions are intended to be inferred therefrom. This opinion is addressed to and
is for the benefit solely of the Company and no other person or persons shall be
furnished a copy of this opinion or are entitled to rely on the contents herein
without my express written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.
<PAGE>
The opinions contained in this letter are rendered as of the date hereof, and I
undertake no, and disclaim any, obligation to advise you of any changes in or
any new developments which might affect any matters or opinions set forth
herein.
Sincerely,
/s/Kevin S. Woltjen
Kevin S. Woltjen
Andersen, Andersen & Strong 941 East 3300 South, Suite 202
Certified Public Accountants and Business Consultants Salt Lake City, Utah 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax: 801-486-0098
E-mail [email protected]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
October 30, 1997
Eurotronics Holdings Incorporated
Salt Lake City, Utah
We hereby consent to the use of our audit report as of and for the year ended
December 31, 1996 dated August 5, 1997, in the Form S-8 Registration Statement
of Eurotronics Holdings Incorporated.
/s/Andersen, Andersen & Strong
Andersen, Andersen & Strong
A member of ACP International with affiliated offices worldwide.
