SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PENN-AKRON CORPORATION
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 11-1843262
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
0-12597
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(Commission File No.)
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
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(Address of Principal Executive Offices)
(801) 269-9500
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement
---------------------------------------
(Full Title of the Plan)
Curtis Olsen
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
------------------------
(Name and Address of Agent for Service)
(801) 269-9500
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED
ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Amount of
Securities to Amount to Price per Aggregate
be Registered be Registered Unit/Share Offering Price
Fee
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$0.01 par
value common
voting stock 50,000 $.50 $25,000
$6.95 (1)
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(1) Calculated according to Rule 230.457(h) of the
Securities and Exchange Commission, based upon the exercise price
of the options covering the underlying common stock to be issued
under the Plan.
PART I
Item 1. Plan Information.
- - -------------------------
Plan.
----
A copy of the Consultant Compensation Agreement(the
"Plan")is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual
Information.
- -----------------------------------------------------------------
Available Information.
---------------------
Copies of the Plan, 10-KSB Annual Report of the
Registrant, all 10-QSB Quarterly Reports, any Current Reports
and/or proxy or information statements filed with the Securities
and Exchange Commission (the "Commission") during the past twelve
months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without
charge, to any such participant or person purchasing any of the
securities registered hereby copies of all of such documentation.
Requests should be directed to Curtis Olsen, at the address and
telephone appearing on the Cover Page of this Registration
Statement.
Additional information regarding the Registrant may be
reviewed at the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- - -------------------------------------------------
The following documents are incorporated by reference
into this Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the year
ended February 28, 1999;
(b) All other reports filed pursuant to Sections 13(a)
or 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act")for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities.
- - -----------------------------------
The Registrant is authorized to issue $0.01 par value
common voting stock.
The holders of the $0.01 par value common stock of the
Registrant have traditional rights as to voting, dividends and
liquidation. All shares of common stock are entitled to one vote
on all matters; there are no pre-emptive rights and cumulative
voting is not allowed. The common stock is not subject to
redemption and carries no subscription or conversion rights. In
the event of liquidation of the Registrant, the holders of common
stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.
Item 5. Interest of Named Experts and Counsel.
- - -----------------------------------------------
Michael L. Labertew, Esq., who has prepared this
Registration Statement, the Plan and an Opinion regarding the
authorization, issuance and fully-paid and non-assessable status
of the securities covered by this Registration Statement, will
own 50,000 shares of common stock of the Registrant pursuant to
this Registration Statement, which have an undetermined market
value as due to lack of trading in the stock of the Registrant,
but which the Registrant has assigned the value of $.50 per
share. Mr. Labertew is not deemed to be an affiliate of the
Registrant or a person associated with an affiliate of the
Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
- - -------------------------------------------------------------
Under the Delaware General Corporation Law, a
corporation has the power to indemnify any person who is made a
party to any civil, criminal, administrative or investigative
proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against
expenses, including reasonable attorneys' fees, judgments, fines
and amounts paid in settlement of any such actions; provided,
however, in any criminal proceeding, the indemnified person shall
have had no reason to believe the conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
- - ---------------------------------------------
None.
Item 8. Exhibits.
- - ------------------
Exhibit
Number
- - ------
5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
23.2 Consent of Andersen, Andersen & Strong, C.P.A.
99 Consultant Compensation Agreement
Item 9. Undertakings.
- - ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933 (the "1933
Act");
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement; and
(iii) To include any additional or
changed 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; provided, however, only to the extent
required by the general rules and regulations of the Commission.
(2) That, for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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) That for purposes of determining any liability
under the 1933 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 the 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.
(h) Insofar as indemnification for liabilities arising
under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as
outlined above or otherwise, the Registrant has been advised that
in the opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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, executive
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, executive 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 of whether such indemnification by it
is against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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, on the date
or dates appearing opposite the respective signatures hereto.
REGISTRANT:
Date: 03/07/2000 By /s/ Curtis Olsen, President
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Date: 03/07/2000 By /s/ Curtis Olsen
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Curtis Olsen, President and
Director
Securities and Exchange Commission File No. 0-12597
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8/A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PENN-AKRON CORPORATION
EXHIBIT INDEX
Exhibit
Number
- - -------
5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
23.2 Consent of Anderson, Anderson & Strong, C.P.A.
99 Consultant Compensation Agreement
(Letterhead of Michael L. Labertew, Esq.)
March 7, 2000
Penn-Akron Corporation
5882 South 900 East
Salt Lake City, UT 84121
Fidelity Transfer Co.
1800 South West Temple
Salt Lake City, UT 84115
Re: Opinion concerning the legality of the securities to be
issued pursuant to the Registration Statement on Form S-8 to be
filed by Penn-Akron Corporation, a Delaware corporation
Dear Sirs or Madams:
As counsel for Penn-Akron Corporation, a Delaware
corporation (the "Company"), and in connection with the issuance
of 50,000 shares of the Company's $0.01 par value common stock
(the "Securities") to one individual consultant (the
"Consultant") pursuant to a written compensation agreement, a
copy of which is incorporated herein by reference ("Consultant
Compensation Agreement" [the "Plan"]), and as set forth in
Exhibit "A" attached hereto, I have been asked to render an
opinion as to the legality of these Securities, which are to be
covered by a Registration Statement to be filed by the Company on
Form S-8 of the Securities and Exchange Commission (the
"Commission"), and as to which this opinion is to be filed as an
exhibit.
As you are aware, no services to be performed and
billed to you which are in any way related to a "capital raising"
transaction may be paid by the issuance of Securities pursuant to
the Plan. In this respect, I am relying on the written
representations of the plan participants, which representations
accompany the Plan.
In connection with rendering my opinion, which is set
forth below, I have reviewed and examined originals or copies of
the following documents, to-wit:
1. Articles of Incorporation and all amendments
thereto;
2. Bylaws;
3. 10-KSB Annual Report for the year ended February
28, 1999;
4. All SEC filings for the past twelve months,
including all 10-QSB's;
5. A copy of the Plan;
6. The Unanimous Consent of the Board of Directors
adopting the Plan, designating the name of the Plan and the name,
address and telephone number of the Plan's agent; and
7. Verification of the type of services rendered and
to be rendered, and Securities Act Release No. 7506, dated
February 17, 1998.
I have also examined various other documents, books,
records, instruments and certificates of public officials,
directors, executive officers and agents of the Company, and have
made such investigations as I have deemed reasonable, necessary
or prudent under the circumstances. Also, in rendering this
opinion, I have reviewed various statutes and judicial precedence
as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed
the items relied upon in rendering this opinion and the documents
I have examined with one or more directors and executive officers
of the Company, and in all instances, I have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all
documents submitted to me as certified or photostatic copies and
the authenticity of the originals of such copies. I have further
assumed that the recipients of these Securities under the Plan
will have paid the consideration required under the terms of the
Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to
"capital raising" transactions.
Based upon the foregoing and in reliance thereon, it is
my opinion that, subject to the limitations set forth in the
Plan, the Securities to be issued pursuant to the Plan will, upon
their issuance and delivery to the recipients thereof, after
receipt of full payment therefor, be deemed duly and validly
authorized, legally issued and fully paid and non-assessable
under the Delaware General Corporation Law, and may be issued
without restrictive legend.
This opinion is expressly limited in scope to the
Securities described herein and which are to be expressly covered
by the above referenced Registration Statement and does not cover
any subsequent issuances of any securities to be made in the
future pursuant to any other plans, if any, pertaining to
services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a
post-effective amendment to the above referenced Registration
Statement, which will be required to include a revised or a new
opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws
of the State of Delaware and the securities laws, rules and
regulations of the United States, and I express no opinion with
respect to the laws of any other jurisdiction.
I consent to the filing of this opinion with the
Commission as an exhibit to the above referenced Registration
Statement; however, this opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my
prior written consent, other than for your issuance of the shares
as set forth herein.
This opinion is based upon my knowledge of the law and
facts as of the date hereof, and I assume no duty to communicate
with you with respect to any matter which may hereafter come to
my attention.
Yours very sincerely,
/s/ Michael L. Labertew
Exhibit "A"
Name of shareholder # of shares to be issued under S-8
Michael L. Labertew 50,000
(Letterhead of Michael L. Labertew, Esq.)
March 7, 2000
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Penn-Akron Corporation, a Delaware corporation (the
"Registrant"), SEC File No. 0-12597, to be filed on or
about March 7, 2000, covering the registration
and issuance of 50,000 shares of common stock to one
individual consultant
Ladies and Gentlemen:
I hereby consent to be named in the above referenced
Registration Statement, and to have my opinion appended as an
exhibit thereto.
Sincerely yours,
/s/ Michael L. Labertew
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated July 29, 1999 accompanying
the financial statements of Penn Akron Corporation, included in
its annual report on Form 10KSB for the fiscal year ended
February 28, 1999, and hereby consent to the incorporation by
reference to such report in this Registration Statement on Form
S-8.
/S/ ANDERSEN, ANDERSEN & STRONG
941 East 3300 South
Salt Lake City, Utah 84106
CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the
"Plan") is made this 6th day of March, 2000, between Penn-Akron
Corporation, a Delaware corporation ("Penn-Akron"), and Michael
L. Labertew, who has executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Page which is
designated as Exhibit "A"
WHEREAS, the Board of Directors of Penn-Akron has
adopted a written compensation agreement for compensation of
Michael L. Labertew, attorney at law, a natural person; and
WHEREAS, Penn-Akron has engaged Mr. Labertew to
provide services at the request of and subject to the
satisfaction of its management; and
WHEREAS, Mr. Labertew has provided services at the
request and subject to the approval of the management of ; and
WHEREAS, a general description of the nature of
the services performed and to be performed and the maximum value
of such services under this Plan are listed in the Counterpart
Signature Page and exhibit thereto; and
WHEREAS, Penn-Akron and Mr. Labertew intend that
this Plan and the services performed hereunder shall be made,
requested and performed in such a manner that this Plan shall be
a "written compensation agreement" as defined in Rule 405 of the
Securities and Exchange Commission ("Commission") pursuant to
which Penn-Akron may issue "freely tradeable" shares (except as
may be limited by "affiliate" status) of its common stock as
payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Penn-Akron;
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Penn-Akron hereby employs Mr.
Labertew and Mr. Labertew hereby accepts such employment, and has
and will perform the services requested by management of Penn-
Akron to its satisfaction during the term hereof. The services
performed by Mr. Labertew hereunder have been and will be
personally rendered by Mr. Labertew, and no one acting for or on
behalf of Mr. Labertew, except those persons normally employed by
Mr. Labertew in rendering services to others, such as
secretaries, bookkeepers and the like.
1.2 Independent Contractor. Regardless of Mr.
Labertew's status as "employees" under Rule 405 of the
Commission, all services rendered by Mr. Labertew hereunder have
been rendered as independent contractors, and Mr. Labertew shall
be liable for any FICA taxes, withholding or other similar taxes
or charges, and Mr. Labertew shall indemnify and hold Penn-Akron
harmless therefrom; it is understood and agreed that the value of
all such items has been taken into account by Mr. Labertew in
computing the billable rate for the services Mr. Labertew has
rendered and agreed to render to Penn-Akron.
1.3 Term. All services performed at the request of
Penn-Akron by Mr. Labertew have either been performed and
completed, or shall be performed within one month from the date
hereof, at which time this Plan shall terminate.
1.4 Payment. Penn-Akron and Mr. Labertew agree that
Penn-Akron shall pay the invoices of Mr. Labertew for the
services performed under this Plan by the issuance of shares of
its common stock at a price of $.50 per share; provided, however,
such shares of common stock shall be issued pursuant to and shall
be subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. Mr. Labertew shall provide
Penn-Akron with written invoices detailing the services duly
performed and/or the retainer or flat fee for such services.
Such invoices shall be paid by Penn-Akron in accordance with
Section 1.4 above, subject to the satisfaction of the management
of Penn-Akron that the services have been performed, and to the
extent performed, that the performance was in a satisfactory
manner. The submission of an invoice for the services performed
by Mr. Labertew shall be deemed to be a subscription to purchase
shares of common stock of Penn-Akron at the price outlined in
Section 1.4 above, subject only to the filing and effectiveness
of a Registration Statement on Form S-8 covering such shares with
the Commission.
1.6 Common Stock Price. To the extent deemed required
or necessary and for all purposes of this Plan, Mr. Labertew
shall have an "option" covering such shares of common stock at
the per share price set forth in paragraph 1.4 above during the
term hereof; Mr. Labertew assumes the risk of any decrease in the
per share price or value of the shares of common stock of Penn-
Akron that may be issued by Penn-Akron for services performed by
Mr. Labertew hereunder, and Mr. Labertew agrees that any such
decrease shall in no way affect the rights, obligations or duties
of Mr. Labertew hereunder.
1.7 Limitation on Services. None of the services
rendered by Mr. Labertew and paid for by the issuance of shares
of common stock of Penn-Akron shall be services related to any
"capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice
by the respective Consultants, and duly verified to the
satisfaction of Penn-Akron, and subject to the filing and
effectiveness of a Registration Statement on Form S-8 of the
Commission covering such shares, one or more stock certificates
representing such shares shall be delivered to the respective
Consultants at the addresses listed on the Counterpart Signature
Pages, unless another address shall be provided to Penn-Akron in
writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common
Stock and Price Per Share. Penn-Akron and Mr. Labertew agree
that the per share price of shares of common stock that may be
issued by Penn-Akron to Mr. Labertew for services performed under
this Plan has been arbitrarily set by Penn-Akron; however, in the
event Penn-Akron shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its
shares of common stock or cause to be implemented a forward or
reverse stock split which affects the present number of issued
and outstanding shares of common stock of Penn-Akron prior to the
issuance of shares to Mr. Labertew, that the per share price and
the number of shares issuable to Mr. Labertew for services
actually rendered hereunder after such event shall be
appropriately adjusted to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan
for Mr. Labertew shall be the date set forth on the respective
Counterpart Signature Pages.
Section 2
Representations and Warranties of Penn-Akron
Penn-Akron represents and warrants to, and covenants
with, Mr. Labertew as follows:
2.1 Corporate Status. Penn-Akron is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Delaware and is licensed or qualified as a
foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes
such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of
Penn-Akron has duly adopted a Compensation Plan as defined in
Rule 405 of the Commission pursuant to which Penn-Akron may issue
"freely tradeable" shares of its common stock as payment for
services rendered, subject to the filing and effectiveness of an
S-8 Registration Statement to be filed with the Commission by
Penn-Akron.
2.3 Registration Statement on Form S-8. Penn-Akron
shall engage the services of a competent professional to prepare
and file a Registration Statement on Form S-8 with the Commission
to cover the shares of common stock to be issued under the Plan;
shall cooperate with such professional in every manner whatsoever
to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such
Registration Statement shall not contain any untrue statement of
a material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective
immediately upon its filing; such Registration Statement shall be
prepared at the sole cost and expense of Penn-Akron; and Penn-
Akron will provide to Mr. Labertew prior to the issuance and
delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its
Board of Directors, all quarterly, annual or current reports or
other documents incorporated by reference into such Registration
Statement and any other similar reports filed or publicly
disseminated following the effective date of any such
Registration Statement.
2.4 Federal and State Securities Laws, Rules and
Regulations. Penn-Akron shall fully comply with any and all
federal or state securities laws, rules and regulations governing
the issuance of any such shares of common stock.
2.5 Limitation on Services. Penn-Akron shall not
request Mr. Labertew to perform any services in connection with
any "capital raising" transaction under this Plan.
2.6 Reports With the Commission. Penn-Akron is
required to file reports with the Commission pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and Penn-Akron has or will file with the Commission all
reports required to be filed by it forthwith, and shall continue
to file such reports with the Commission so long as required, but
for a period of not less than one year; and such reports are or
will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Penn-
Akron has full corporate power and authority to enter into this
Plan and to carry out its obligations hereunder. Execution of
this Plan and performance by Penn-Akron hereunder have been duly
authorized by all requisite corporate action on the part of Penn-
Akron, and this Plan constitutes a valid and binding obligation
of Penn-Akron and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Penn-Akron.
Section 3
Representations and Warranties of Mr. Labertew
Mr. Labertew represents and warrants to, and
covenants with, Penn-Akron as follows:
3.1 Employment. Mr. Labertew hereby accepts
employment by Penn-Akron for the services performed pursuant to
this Agreement. The services performed by Mr. Labertew hereunder
have been personally rendered by Mr. Labertew, and persons who he
employs or contracts with in the regular course of business.
3.2 Accredited Investors. Mr. Labertew represents and
warrants that, by reason of income, net assets, education,
background and business acumen, Mr. Labertew has the experience
and knowledge to evaluate the risks and merits attendant to an
investment in shares of common stock of Penn-Akron, either singly
or through the aid and assistance of a competent professional,
and are fully capable of bearing the economic risk of loss of the
total investment of services; further, he is an "accredited
investor" as that term is defined under the 1933 Act or the rules
and regulations promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution
of this Plan, Mr. Labertew shall have provided the services
outlined in the respective Counterpart Signature Pages to Penn-
Akron, and Mr. Labertew fully believes that an investment in
shares of common stock of Penn-Akron is a suitable investment for
Mr. Labertew
3.4 Limitation on Services. None of the services
rendered by Mr. Labertew and paid for by the issuance of shares
of common stock of Penn-Akron shall be services related to any
"capital raising" transaction.
3.5 Authority and Authorization. Mr. Labertew has
full power and authority to enter into this Plan and carry out
the obligations hereunder. Execution of this Plan and
performance by Mr. Labertew hereunder constitutes a valid and
binding obligation of Mr. Labertew and performance hereunder will
not violate any other agreement to which he is a party.
Section 4
Indemnity
Penn-Akron and Mr. Labertew agree to indemnify and
hold the other harmless for any loss or damage resulting from any
misstatement of a material fact or omission to state a material
fact by the other contained herein or contained in the S-8
Registration Statement of Penn-Akron to be filed hereunder, to
the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the
other.
Section 5
Termination
Prior to the performance of services hereunder,
this Plan may be terminated (1) by mutual consent of Penn-Akron
and Mr. Labertew in writing; (2) by either the Directors of Penn-
Akron or Mr. Labertew if there has been a material
misrepresentation or material breach of any warranty or covenant
by the other party; and (3) shall automatically terminate at the
expiration of the term hereof, provided, however, all
representations and warranties shall survive the termination
hereof; provided, further, however, that any obligation of Penn-
Akron to pay for any services actually rendered by Mr. Labertew
hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to
time, after the execution hereof, each party will execute such
additional instruments and take such action as may be reasonably
requested by the other party to carry out the intent and purposes
of this Plan.
6.2 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been
given if delivered in person or sent by prepaid first-class
registered or certified mail, return receipt requested, as
follows:
If to Penn-Akron: 5882 South 900 East #202
Salt Lake City, UT 84121
If to Mr. Labertew: 4685 South Highland Drive #202A
Salt Lake City, UT 84117
6.3 Entire Agreement. This Plan constitutes the
entire agreement between the parties and supersedes and cancels
any other agreement, representation, or communication, whether
oral or written, between the parties hereto relating to the
transactions contemplated herein or the subject matter hereof.
6.4 Headings. The section and subsection headings in
this Plan are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and
construed and enforced in accordance with the laws of the State
of Delaware, except to the extent pre-empted by federal law, in
which event (and to that extent only), federal law shall govern.
6.6 Assignment. Neither Penn-Akron nor Mr. Labertew
can assign any rights, duties or obligations under this Plan, and
in the event of any such assignment, such assignment shall be
deemed null and void.
6.7 Counterparts. This Plan may be executed
simultaneously in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan
effective the day and year first above written.
Penn-Akron Corporation
By /s/ Curtis Olsen
---------------------------
Curtis Olsen, President & Director
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain
Consultant Compensation Agreement between Penn-Akron Corporation
and the undersigned Consultant is executed as of the date set
forth herein below.
Consultant:
Michael L. Labertew
4685 South Highland Drive #202A
Salt Lake City, UT 84117
Date: March 7, 2000 /s/ Michael L. Labertew
Number of Shares and Maximum Value of Services
General Description of Services to be Performed
See Exhibit A attached hereto and incorporated herein by
reference as set forth and as will be set forth in invoices
Options for 50,000 shares of Penn-Akron common stock, at $.50 per
share.
EXHIBIT A
March 7, 2000
Curtis Olsen
5882 South 900 East #202
Salt Lake City, UT 84121
Via Facsimile
Re: Penn-Akron
Dear Mr. Olsen:
This will confirm for purposes of any filing requirements
the source obligation(s) for the shares of Penn-Akron that Penn-
Akron wishes to have issued to me.
1. 50,000 shares represents my flat based fee for "clean
up" work performed on the quarterly, annual and related
filings with the SEC.
Please call with any questions you may have.
Sincerely,
/s/ Michael L. Labertew
