As filed with the Securities and Exchange Commission on March 4, 1999
File No. 0-13628
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIDON ENTERPRISES, INCORPORATED
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
COLORADO 13-3183646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Consulting Agreement with
Fontenelle LLC
______________________________________________________________________________
(Full title of the plan)
Warren Soloski, 11300 W. Olympic, Suite 800, Los Angeles, California 90064
(Name and Address of Agent for Service)
(310) 477-9742
(Telephone number including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount of Offering Aggregate Amount
Securities to be Registered Shares to be Price Per Offering of Reg.
Registered Share Price Fee(2)
$.001 par value Common 2,500,000 $0.025 $62,500 $17.38
Stock
Totals 2,500,000 $0.025 $62,500 $17.38
_________________________________________________________________________
Total No. of pages: 23 Exhibit Index on Page No: 14
_____________________
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
as amended, the Registration Statement also covers an indeterminate amount of
Shares to be offered or sold as a result of any adjustments from stock splits,
stock dividends or similar events.
(2) Based upon the average bid and asked prices of the Company's Common
Stock in over-the-counter trading on October 28, 1998.
<PAGE>
PROSPECTUS
TRIDON ENTERPRISES INCORPORATED
136 S. Palm Drive, Suite 105
Beverly Hills, California 90212
(310) 858-7123
(2,500,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by TRIDON ENTERPRISES,
INCORPORATED, ("TEIM"), a Colorado corporation ("the Company") of shares of its
$0.001 par value common stock (the "Common Stock) to certain consultants of the
Company (the "Consultants) pursuant to agreements entered into between the
Company and the Consultants. The Company is registering hereunder and then
issuing upon receipt of adequate consideration therefor to the Consultants
2,500,000 shares of the Common Stock in consideration for services rendered and
to be rendered under the agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company
within the meaning of the Securities Act (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Comply. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may
become subject to Section 16(b) of the Securities Exchange Act of 1934 as
amended (the Exchange Act) which would limit their discretion in transferring
the shares acquired in the Company. If the Consultant who is not now an
affiliate becomes an affiliate of the Company in the future; he would then be
subject to Section I(b) of the Exchange Act (See General Information ---
Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board under the symbol TEIM.
<PAGE>
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 date of this Prospectus is December 28, 1998
This Prospectus is not part of any Registration Statement which was filed
and been effective under the Securities Act of 1933 as amended (the Securities
Act) and does not contain all of the information set forth in the Registration
Statement, certain portions of which have seen offered pursuant to the rules
and regulations promulgated by the U.S. Securities and Exchange Commission (The
Commission) under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: TRIDON ENTERPRISES,
INCORPORATED, 136 S. Palm Drive, Suite 105, Beverly Hills, CA 90212, telephone
(310) 858-7123.
The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements information
statements and other information filed by the Company under the Exchange Act
may be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C., Washington D.C. 20549. Copies my be
obtained at the prescribed rates. In addition the Common Stock is quoted on the
a automated quotation system maintained by the National Association of
Securities Dealers, Inc. (NASD). Thus copies of these reports, proxy
statements, information statements and other information may also be examined
at the offices of the NASD at 1735 K Street N.C., Washington DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer or a solicitation by anyone in any state in which such is not authorized
or in which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has not been a change
in the affairs of the Company since the date hereof.
<PAGE>
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 7
ITEM 1. PLAN lNFORMATION 7
GENERAL lNFORMATION 7
The Company 7
Purpose 7
Common Stock 7
The Consultant 7
No Restrictions on Transfer 7
Tax Treatment to the Consultant 7
Tax Treatment to the Company 8
Restrictions on Resales 8
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION 8
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Legal Opinion and Experts 9
Indemnification of Officers and Directors 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 9
ITEM 3. lNCORPORATION OF DOCUMENTS BY REFERENCE 9
ITEM 4. DESCRIPTION OF SECURITIES 10
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 10
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 10
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 11
ITEM 8. EXHIBITS 11
ITEM 9. UNDERTAKINGS 11
EXHIBIT INDEX 14
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 136 S. Palm Drive, Suite 105,
Beverly Hills, CA 90212, telephone (310) 858-7123.
Purposes
The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board
of Directors of the Company (the "Board of Directors"). The agreements are
intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultant in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders. A
copy of the agreement has been filed as an exhibit to this Registration
Statement.
Common Stock
The Board has authorized the issuance of up to 2,500,000 shares of the
Common stock to the Consultants upon effectiveness of this registration
Statement.
The Consultant
The Consultant has agreed to provide its expertise and advice to the
Company on a non-exclusive basis for the purpose of promoting the interests of
the Company.
No Restrictions on Transfer
The Consultant will become the record and beneficial owner of the shares
of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the
first of the following events occurs: (a) the shares become freely
transferable, or (b) the shares cease to be subject to a substantial risk of
forfeiture. Accordingly, the Consultant will receive compensation taxable at
ordinary rates equal to the fair market value of the shares on the date of
receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. The Consultant is urged to consult his tax advisor
on this matter. Further, if any recipient is an "affiliate", Section 16(b) of
the Exchange Act is applicable and will affect the issue of taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes of the taxable year of the Company during which the
recipient recognizes income.
Restrictions of Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed
that for the purpose of any "profit" computation under 16(b) the price paid for
the common stock issued to affiliates is equal to the value of services
rendered. Shares of common Stock acquired hereunder by persons other than
affiliates are not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended April 30, 1997, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the Securities
or Exchange Act subsequent to any filed form 10-K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the
Exchange Act. In addition, all further documents filed by the Company pursuant
to Section 13, 14, or 15(d) of the Exchange Act prior to the termination of
this offering are deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing. All documents which when
together, constitute this Prospectus, will be sent or given to participants by
the Registrant as specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: TRIDON ENTERPRISES, INCORPORATED, 136 S. Palm Drive, Suite 105,
Beverly Hills, CA 90212, telephone (310) 858-7123.
Legal Opinions and Experts
Warren J. Soloski has rendered an opinion on the validity of the
securities being registered. Mr. Soloski is not an "affiliate" of the Company
and does not have a substantial interest in the registrant.
The financial statements of TRIDON ENTERPRISES, INCORPORATED incorporated
by reference in the Company's Annual Report (Form 10-KSB) for the year ended
April 30, 1997 have been audited by Caldwell, Becker, Dervin, Petrick & Co.
L.L.P., Certified Public Accountants, independent auditors, as set forth in
their report incorporated herein by reference and are incorporated herein in
reliance upon such report given upon the authority of the firm as experts in
auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company,
the company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report, whether filed
pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under
the Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value
Common Stock) is required under this item because the common Stock is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the terms
of the consulting agreement, but will be paid directly by the Company.
Item 6. Indemnification of Directors and Officers
The Company's by-laws, in accordance with Colorado Statutes, provide that
to the extent he is otherwise fairly and reasonably entitled thereto, the
Company shall indemnify a Director or Officer, a former Director or Officer, or
a person who acts or acted at the Company's request as a Director or Officer of
a body corporate of which the Corporation is or was a shareholder or creditor
(or a person who undertakes or has undertaken any liability on behalf of the
Company or any such body corporate and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a Director or Officer of the Company or
such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Company; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful.
The Colorado Statutes provide that directors shall not be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
directors' duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) for authorizing a distribution that is unlawful
under the Colorado Statutes, or (iv) for any transaction from which the
director derived an improper personal benefit. Such provision protects
directors against personal liability for monetary damages for breaches of their
duty of care.
The Company may purchase and maintain insurance for the benefit of its
Directors and Officers as such, as the Board of directors may from time to time
determine.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
Exhibit No. Title
4. Not Applicable
5. Opinion of Warren J. Soloski regarding the legality of the
securities registered.
10. Consulting Agreement with Fontenelle LLC.
15. Not Required
23.1 Consent of Warren J. Soloski, special counsel to
registrant,to the use of his opinion with respect to the
legality of the securities being registered hereby and to
the references to him in the Prospectus filed as a part
hereof.
23.2 Consent of Caldwell, Becker, Dervin, Petrick & Co. L.L.P.,
Certified Public Accountants
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised 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. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
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:
(i) include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) 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, represents a
fundamental change in the information set forth in the
registration statement; and
(iii) 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.
provided, however, paragraphs (i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment by those paragraphs is incorporated by reference from
periodic reports filed by the registrant small business issuer under
the Exchange Act.
(2) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment to 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.
(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.
(4) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given,
the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities 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 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.
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 Beverly Hills, California on the 30th day of
December, 1998.
TRIDON ENTERPRISES, INCORPORATED
(Registrant)
By: /s/ Paul Ebeling
Paul Ebeling, CEO
Pursuant to the requirements of the 1933 Act, this registration statement
or amendment has been signed by the following persons in the capacities and on
the dates indicated:
Signatures Title Date
/s/ Paul Ebeling CEO, December 30, 1998
Paul Ebeling Director
/s/ Kevin Welch Secretary, Treasurer, December 30, 1998
Kevin Welch Director
/s/ Nicolas Weider Director December 30, 1998
Nicolas Weider
<PAGE>
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
_______________________________________________________________________________
5. Opinion of Counsel 15
10. Consulting Agreement with Fontenelle LLC 17
23.1 Consent of Warren J. Soloski 22
23.2 Consent of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. 23
Certified Public Accountants
<PAGE>
December 28, 1998
Paul Ebeling
TRIDON ENTERPRISES, INCORPORATED
136 S. Palm Drive, Suite 105
Beverly Hills, CA 90212
Re: Legal Opinion for S-8 Registration Statement
Dear Mr. Ebeling:
At your request, I have examined the form of Registration Statement which
TRIDON ENTERPRISES, INCORPORATED (the "Company") is filing with the Securities
and Exchange Commission, on Form S-8 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 2,500,000 shares of your Common Stock (the "Stock") issuable pursuant to
satisfaction of conditions set forth in the agreements with the various
officers and Consultant to the Company (the "Consulting Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies. My examination
was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing entry into the various consultant agreements;
4. The Registration Statement;
5. The agreements with the entity and the individual for the shares
being registered in the Registration Statement.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records. Based upon the foregoing, it is my
opinion that: (i) the Stock to be issued under the agreements, subject to
effectiveness of the Registration Statement and compliance with applicable blue
sky laws, and execution of the various Consulting Agreements in accordance with
the contracts as contemplated, when issued, will be duly and validly
authorized, fully paid and non-assessable; and (ii) no consent, approval, order
or authorization of any regulatory board, agency, or instrumentality having
jurisdiction over the Company or its properties (other than registration under
the Act or qualification under state securities or Blue Sky laws or clearance
from the NASD) is required for the valid authorization, issuance and delivery
of the Stock, or, if required, it has been obtained and is in full force and
effect.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the stock delivered upon fulfillment of the
agreements is proposed to be offered and sold or as to the effect, if any,
which non-compliance with such laws might have on the validity of issuance of
the stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock issued as described in the Registration Statement in connection with
the offering described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not be relied
upon by any other party, (iii) covers only matters of federal law and nothing
in this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you to
any Other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing in this opinion shall be deemed to relate to or constitute
an opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of
the term "expert" as used in Section 11 of the Securities Act of 1993, as
amended, or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Warren J. Soloski
Warren J. Soloski
<PAGE>
INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as of this 2nd day of November,
1998 by and between TRIDON ENTERPRISES, INCORPORATED, hereinafter referred to
as "Client", with its principal place of business in 136 S. Palm Drive, Suite
105, Beverly Hills, CA, and Fontenelle LLC, a Nevada Limited Liability Company
with its principal place of business at 345 N. Maple Drive, Suite 358, Beverly
Hills, CA 90210, hereinafter referred to as "Consultant".
RECITALS
WHEREAS, Client is a development stage company,
WHEREAS, the Consultant is generally knowledgeable in the areas of
business operations and plan implementation, possesses a high level of
experience in the industry and is experienced in evaluating and developing
strategic business plans;
WHEREAS, the Company wishes to engage the Consultant on a
nonexclusive basis as an independent contractor to utilize Consultant's general
experience and contacts and to further develop and refine its strategic
business plan;
WHEREAS, the Consultant is willing to be so retained on the terms and
conditions as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant to
perform the following consulting services (the "Consulting Services");
a. Review and evaluate the Company's current business plan and
remain knowledgeable about the contents thereof;
b. Work with the Company's management to develop and prepare a
detailed strategic business plan as well as periodically revise said plan as
required during the Term of this Agreement; and
c. Provide general strategic advice and consultation to the
Company's management on all matters pertaining to the business of the Company.
2. Duties Expressly Excluded. This Agreement expressly excludes the
Consultant from providing any and all capital formation and/or public relation
services to the Company inclusive of but not limited to (i) direct or indirect
promotion of the Company's securities; (ii) assistance in making of a market in
the Company's securities; and (iii) assistance in obtaining debt and/or equity
financing.
3. Consideration. As full and complete consideration for the
performance by the Consultant of the Consulting Services, the Company will
issue to the Consultation 2,500,000 shares of the Company's common stock,
$0.001 par value (the "Shares"). In the event that Consultant does not
completely perform the Consulting Services, as determined by the Client, (for
any reason, including the death or incapacity of Consultant), then for each
month that Consultant does not perform the Consulting Services during the Term,
one-twelfth (1/12) of the Shares (as adjusted for stock splits, reverse stock
splits, stock dividends or distributions or other reclassifications of the
Company's capital stock) shall be returned to the Company and canceled.
Consultant agrees to purchase shares in the open market, if necessary, to
fulfill such obligation to return shares to the Company. However, Consultant
agrees to pay Client, upon execution of this Agreement, the par value of the
shares received to defer Client's legal cost for this Agreement.
4. Term. This Agreement shall be effective for a term of twelve (12)
months starting from the date first written above unless sooner terminated upon
mutual written agreement of the parties hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and expenses
incident to performing the Consulting Services, without a right of
reimbursement form the Company unless such expenses are pre-approved by the
Company.
6. Consultant's Liability. In the absence of gross negligence or
willful misconduct on the part of the Consultant or the Consultant's breach of
any terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of the Company,
for any act or omission in the course of or in connection with the rendering or
providing of services hereunder. Except in those cases where the gross
negligence or willful misconduct of the Consultant or the breach by the
Consultant of any terms of this Agreement is alleged and proven, the Company
agrees to defend, indemnify, and hold the Consultant harmless from and against
any and all reasonable costs, expenses and liability (including reasonable
attorney's fees paid in the defense of the Consultant) which may in any way
result from services rendered by the Consultant pursuant to or in any
connection with this Agreement. This indemnification expressly excludes any
and all damages as a result of any actions or statements, on behalf of the
Company, made by the Consultant without the prior approval or authorization of
the Company.
7. Company's Liability. The Consultant agrees to defend, indemnify, and
hold the Company harmless from an against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in defense of
the Company) which may in any way result pursuant to its gross negligence or
willful misconduct or in any connection with any actions taken or statements
made, on behalf of the Company, without the prior approval or authorization of
the Company or which are otherwise in violation of applicable law.
8. Representations. The Consultant makes the following representations:
a. Consultant has no prior or existing legally binding obligations
that are in conflict with its entering into this Agreement;
b. Consultant shall not offer or make payment of any consideration
to brokers, dealers, or others for purposes of inducing the purchase, making of
a market or recommendation for the purchase of the Company's securities;
c. Consultant is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any state
securities commission;
d. Consultant's activities and operations fully comply with now and
will comply with in the future all applicable state and federal securities laws
and regulations;
e. Consultant is either properly registered as, or exempt from
registration, as a broker-dealer or an investment advisor;
f. Consultant understands that, as a result of its services, it may
come to possess material non-public information about the Company, and that it
has implemented internal control procedures designed to reasonably to insure
that it and none of its employees, agents, consultants or affiliates, trade in
the securities of client companies while in possession of material non-public
information;
g. During the Term of this Agreement and for a period of two years
thereafter, the Consultant shall treat as the Company's confidential trade
secrets all date, information, ideas, knowledge and papers pertaining to the
affairs of the Company. Without limiting the generality of the foregoing, such
trade secrets shall include: the identity of the Company's customers, suppliers
and prospective customers and suppliers; the identity of the Company's
creditors and other sources of financing; the Company's estimating and costing
procedures and the cost and gross prices charged by the Company for its
products; the prices or other consideration charged to or required of the
Company by any of its suppliers or potential suppliers; the Company's sales and
promotional policies; and all information relating to entertainment programs or
properties being produced or otherwise developed by the Company. The
Consultant shall not reveal said trade secretes to others except in the proper
exercise of its duties for the Company, or use their knowledge thereof in any
way that would be detrimental to the interest of the Company, unless compelled
to disclose such information by judicial or administrative process; provided,
however, that the divulging of information shall not be a breach of this
Agreement to the extent that such information was (i) previously known by the
party to which it is divulged, (ii) already in the public domain, all through
no fault of the Consultant, or (iii) required to be disclosed by Consultant
pursuant to judicial or governmental order. The Consultant shall also treat
all information pertaining to the affairs of the Company's suppliers and
customers and prospective customers and suppliers as confidential trade secrets
of such customers and suppliers and prospective customers and suppliers, and:
h. Consultant agrees to notify the Company immediately if, at any
time, any of the representations and warranties made by the Consultant herein
are no longer true and correct or if a breach of any of the representations and
warranties made by the Consultant herein occurs,
9. The Company makes the following representations:
a. The Company is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any state
securities commission;
b. The Company is in good standing in its state of incorporation;
c. The Company and its senior management are not aware of any
materially adverse events not previously disclosed in the Company's annual and
quarterly reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject matter hereof. This Agreement
shall not be modified except by written instrument duly executed by each of the
parties hereto.
11. Waiver. No waiver of nay of the provisions of this Agreement shall
be deemed, or shall constitute a waiver of any other provisions, nor shall any
waiver constitute a continuing wavier. No waiver shall be binding unless
executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives.
13. Notices. Any notice or other communication between the parties
hereto shall be sufficiently given if sent by certified or registered mail,
postage prepaid, or faxed and confirmed at the following locations:
Company:
TRIDON ENTERPRISES, INCORPORATED
136 S. Palm Drive, Suite 105
Beverly Hills, CA 90210
Attn: Paul Eberling
Consultant:
FONTENELLE LLC
345 North Maple Drive, Suite 358
Beverly Hills, CA 90210
Attn: Steven Antebi
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication
shall be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for
any reason whatsoever, such unlawfulness or invalidity shall not affect the
validity of this Agreement.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California, without giving effect to
conflicts of laws.
16. Headings. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.
17. Further Acts. Each party agrees to perform any further acts and
execute and deliver any further documents that may be reasonably necessary to
carry out the provisions and intent of this Agreement.
18. Acknowledgement Concerning Counsel. Each party acknowledges that it
had the opportunity to employ separate and independent counsel of its own
choosing in connection with this Agreement.
19. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the
parties. The parties have no authority to bind the other or incur any
obligations on their behalf.
20. Counterparts. This Agreement may be executed simultaneously in two
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 hereto have duly execute this Agreement as
of the date first written above.
TRIDON ENTERPRISES, INCORPORATED
BY:_____________________________________
Paul Ebeling, its CEO
FONTENELLE LLC
BY:_____________________________________
Steven Antebi, Manager
<PAGE>
WARREN J. SOLOSKI Letterhead
CONSENT OF COUNSEL
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock issued as described in the Registration Statement in connection with
the offering described therein.
/s/ Warren J. Soloski
Warren J. Soloski
Special Counsel to TRIDON ENTERPRISES, INCORPORATED
<PAGE>
CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS Letterhead
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Registration Statement of Tridon Enterprises
Incorporated on Form S-8 of our report dated September 21, 1998 relating to the
financial statements of Tridon Enterprises, Incorporated.
/s/
Caldwell, Becker, Dervin, Petrick & Co., L.L.P.
Certified Public Accountants
