<PAGE> 1
As filed with the Securities and Exchange Commission on July 26, 1996
Registration No. 33-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIONIX CORPORATION
(Exact name of registrant as specified in its clutter)
Utah 87-0428526
(State of Incorporation) (I.R.S. Employer Identification No.)
5405 MOREHOUSE DRIVE, SUITE 250, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
RODNEY ANDERSON MAY 1, 1995 CONSULTING AGREEMENT
TERRY D. SAVILLE JANUARY 22, 1996 CONSULTING AGREEMENT
MICHAEL A. TAYLOR MAY 15, 1996 CONSULTING AGREEMENT
WENTHUR & CHACHAS JUNE 6, 1996 AGREEMENT
DAVID PHILLIPS JULY 15, 1996 CONSULTING AGREEMENT
WENTHUR & CHACHAS JULY 22, 1996 COMPENSATION AGREEMENT
(Full title of the Plan)
Jack F. Moorehead, President,
Sionix Corporation, 5405 Morehouse Drive, Suite 250 San Diego, California 92121
(619) 622-0200
(Name, address and telephone number of agent for service)
COPIES TO:
George G. Chachas, Esq., Wenthur & Chachas
4180 La Jolla Village Drive, Suite 500
La Jolla, California 92037
(619) 457-3800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Registration
to Be Registered Registered(1) Per Share(2) Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 950,000 $1.00 $950,000 $328.00
$.001 Par Value
===================================================================================================================
</TABLE>
<PAGE> 2
(1) Includes 629,758 shares of Common Stock offered pursuant to the
Reoffer Prospectus filed herewith, previously issued issuance pursuant to the
Consulting Agreements between the Company and Rodney Anderson and Associates,
Michael A. Taylor and Terry D. Saville, respectively, and the Payment Agreement
between the Company and Wenthur & Chachas (the "Prior Plans"). The remaining
320,242 shares of Common Stock being registered hereunder are reserved for
issuance pursuant to the Consulting Agreements between the Company and Michael
A. Taylor, Terry D. Saville and David Phillips, respectively, and the
Compensation Agreement between the Company and Wenthur & Chachas (the "Plans").
Pursuant to Rule 416, this Registration Statement also covers such number of
additional shares of Common Stock as may become available for issuance pursuant
to the Plans in the event of certain changes in outstanding shares, including
reorganizations, recapitalizations, stock splits, stock dividends and reverse
stock splits.
(2) Estimated for the purpose of calculating the registration fee
pursuant to (i) Rule 457(c) with respect to the 629,758 shares offered pursuant
to the Reoffer Prospectus and (ii) Rule 457(h) with respect to the 320,242
shares available for issuance under the Plans, on the basis of the average price
for shares of the Common Stock on July 23, 1996, as reported on the NASDAQ OTC
Bulletin Board.
2
<PAGE> 3
PART I.
The document(s) containing the information called for in Part I., of
Form S-8 will be provided to participants to the Plans set forth above. Such
information is not being filed with or included in this registration statement
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). As permitted by General Instruction C for Form
S-8, there is also included as part of Part I., of this Registration Statement a
Reoffer Prospectus relating to the reoffer and resale of 629,758 shares of
Common Stock of Sionix Corporation (the "Company"), including shares held by
persons who may be considered affiliates of the Company, as defined in Rule 405
under the Securities Act of 1933, as amended.
3
<PAGE> 4
REOFFER PROSPECTUS
SIONIX CORPORATION
SAN DIEGO, CALIFORNIA
COMMON STOCK
($.001 PAR VALUE)
629,758 SHARES
This Prospectus relates to 629,758 shares of Common Stock, $.001 par
value (the "Common Stock"), of Sionix Corporation (the "Company") which have
previously been issued pursuant to the Consulting Agreements between the Company
and Rodney Anderson and Associates, Michael A. Taylor and Terry D. Saville,
respectively, and Payment Agreement between the Company and Wenthur & Chachas
(the "Prior Plans") to, and which may be offered for resale from time to time in
the market or in other transactions by such consultants and advisors of the
Company (the "Selling Shareholders"). See "Plan of Distribution" and Selling
Shareholders".
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company will
pay all of the expenses associated with the registration of the Securities and
this Prospectus. The Selling Shareholders will pay the other costs, if any,
associated with any sale of the Securities.
The Common Stock is traded on the NASDAQ OTC Bulletin Board. As of July
23, 1996, the closing sale price for the Common Stock as traded on the NASDAQ
OTC Bulletin Board was $0.75, as reported by the NASDAQ OTC Bulletin Board.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY IHE SECURITIES AND
EXCHANGE COMMISSION NOR HAS IHE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No dealer, sales representative or any other person has been authorized
to give any information or to make any representation not contained in this
Prospectus in connection with this offering other than those contained in this
Prospectus, and if given or made, such information or representation must not be
relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, Common Stock by anyone in any jurisdiction in
which such an offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such an offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that the information contained herein is correct as of any
time subsequent to its date.
THE DATE OF THIS PROSPECTUS IS JULY 23, 1996
4
<PAGE> 5
ADDITIONAL INFORMATION
This prospectus constitutes a part of a Registration Statement on Form
S-8 (the "Registration Statement") filed by the company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain information and exhibits
included in the Registration Statement, copies of which may be obtained upon
payment of a fee prescribed by the Commission or may be examined free of charge
at the principal office of the Commission in Washington, D.C.
The Company is subject to certain of the information requirements of
the securities Exchange Act of 1934, as amended, and in accordance therewith
files reports and other information with the Securities and Exchange Commission.
Such reports and other information may be inspected and copied at the office of
the Commission at 450 Fifth Street, N W , Washington, D.C. 20549, or at its
Regional Offices located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60606; and at the Jacob K. Javits Federal
Building, 75 Park Place, 14th Floor, New York, New York 10278. Copies of such
material can be obtained from the Public Reference Section of the Commission, at
450 Fifth Street, N A., Washington, D C. 20549, at prescribed rates.
The Company's Common Stock is traded on the NASDAQ OTC Bulletin Board
under the symbol "SINX"
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in paragraph (a)
above, as follows: the Company's Current Report on Form 8-K
dated January 5, 1996, Form 10-C dated January 22, 1996, the
Company's Amended and Restated Current Report on Form 8-K
dated February 27, 1996, the Company's Current Report on Form
8-K dated April 9, 1996, the Company's Current Report on Form
8-K dated April 23, 1996, the Company's Quarterly Report for
the third quarter ended March 31, 1996, filed on May 15, 1996,
and the Company's Current Report on Form 8-K dated June 28,
1996.
(c) All reports and documents filed by the Company with the
Commission pursuant to Sections 13(a) or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all
Securities officered hereby have been sold or which
deregisters all
5
<PAGE> 6
Securities then remaining unsold. Any statement contained in a
document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersede such statement. Any
such statement shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to Sionix
Corporation, Attention: Corporate Secretary, 5405 Morehouse Drive, Suite 250,
San Diego, California 92121, telephone number (619) 622-0200.
THE COMPANY
The principal offices of the Company are located at 5405 Morehouse
Drive, Suite 250, San Diego, California 92121, telephone number (619) 622-0200.
PLAN OF DISTRIBUTION
The 629,758 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These Shares have been issued to the
Selling Shareholders pursuant to certain Consulting, and Compensation Agreements
between the Company and the Selling Shareholders, for bona fide services
provided by such consultants or advisors to the Company.
The shares offered by the Selling Shareholders may be sold from time to
time on the NASDAQ OTC Bulletin Board or shares may be offered in independent
transactions, in negotiated transactions or otherwise. The Selling Shareholders
may also sell some or all of the shares in transactions involving broker-dealers
who may acquire shares as principal sales will be in the quantities, at the
time, and through registered broker-dealers to be determined from time to time
by each Selling Shareholder. No arrangements for any broker-dealer to act on
behalf of the Selling Shareholders have yet been made. It is anticipated that
any selling broker-dealers engaged by the Selling Shareholders will receive only
their customary brokerage commissions. Participating broker-dealers may be
deemed underwriters of the shares within the meaning of the Securities Act of
1933, in which event all such compensation to be received by them may be deemed
underwriting compensation
Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder and
any expenses incurred by any Selling Shareholder in connection with the offering
made hereby, will be borne by the Selling Shareholder. The Company is bearing
the legal
6
<PAGE> 7
and accounting expense incurred in the preparation and filing of the
Registration Statement of which this Prospectus is a part and the filing fee
thereunder.
There is no assurance that any of the Selling Shareholders will offer
for sale or sell any of the Securities covered by this Prospectus.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Securities offered hereby.
SELLING SHAREHOLDERS
The following table sets forth, the date of this Prospectus or a
subsequent date if amended or supplemented, (a) the name of each Selling
Shareholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Shareholder
beneficially owned prior to this offering, (c) the number of Securities offered
pursuant to this Prospectus by each Selling Shareholder; and (d) the amount and
the percentage of the Company's Common Stock that will be owned by each Selling
Shareholder after completion of this offering. The information contained below
may be amended or supplemented from time to time.
<TABLE>
<CAPTION>
Shares of Sionix Common Stock
Present Positions, Offices Percent
or Relationships with Sionix Owned as of Offered of Class
and its Subsidiaries and Date of this by this After
Name and Address Any During the Past 3 Years Prospectus Prospectus Offering
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael A. Taylor (1) Chief Executive Officer, 1,030,645 500,000 2.33%
Chief Financial Officer
and Director.
Previously President and
Director
Rodney L. Anderson(2) Previously Secretary 73,603 22,500 *
and Director
John D. Dignan(3) Previous Consultant 62,500 30,000 *
Joey E. Dignan(4) Previous Consultant 7,500 7,500 0
John K. Stroh(5) Previous Consultant 10,445 10,445 0
Mark R. Tow(6) Previous Consultant 4,000 4,000 0
Monterey Bay Business
Advisors, Inc.(7) Previous Consultant 5,000 5,000 0
James D. Brookshire(8) Previous Consultant 2,500 2,500 0
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Shares of Sionix Common Stock
Present Positions, Offices Beneficially Percent
or Relationships with Sionix Owned as of Offered of Class
and its Subsidiaries and Date of this by this After
Name and Address Any During the Past 3 Years Prospectus Prospectus Offering
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Terrell J. Pogue(9) Previous Consultant 3,500 3,500 0
Steve O'Donnell(10) Previous Consultant 2,500 2,500 0
Leslie L. Long(11) Previous Consultant 500 500 0
Gateway Service
Group, Inc.(12) Previous Consultant 16,000 16,000 0
Terry D. Saville(13) Consultant 19,861 7,813 *
Wenthur & Chachas(14) Legal Counsel to Sionix 17,500 17,500 0
</TABLE>
- ---------------------------------------
* Less than 1%
(1) Address is 526 20th Street, Huntington Beach, CA 92648
(2) Address is 16700 Cumberland Court, Yorba Linda, CA 92868
(3) Address is 1958 Balearic Drive, Costa Mesa, CA 92626
(4) Address is 642 Longfello Drive, Placentia, CA 92670
(5) Address is 226 Robinson Drive, Tustin, CA 92680
(6) Address is 3900 Borch Street, Newport Beach, CA 92660
(7) Address is 8040 Soquel Drive, Aptos, CA 95003
(8) Address is 4050 Mora Lane, Pebble Beach, CA 93953
(9) Address is 118 Seacliff Drive East, Aptos, CA 95003
(10) Address is 700 Carr Avenue, Aromas, CA 95004
(11) Address is 4355 Diamond Street, #2, Capitola, CA 95010
(12) Address is 24675 Guadalupe Street, Carmel, CA 93923
(13) Address is 27307 Pacifica Court, Hemet, CA 92544
(14) Address is 4180 La Jolla Village Drive, Suite 500, La Jolla, CA 92037
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by
Wenthur & Chachas of La Jolla, California.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended December 31,
1995, have audited by Jones, Jensen & Company, independent auditors, as set
forth in their report thereon included and incorporated by reference therein and
incorporated herein by reference Such financial statements are incorporated
herein by reference in reliance upon such report given upon authority of such
firm as experts in accounting and auditing.
8
<PAGE> 9
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE.
The following documents filed by Sionix Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in paragraph (a) above, as follows: the
Company's Current Report on Form 8-K dated January 5, 1996, Form 10-C dated
January 22, 1996, the Company's Amended and Restated Current Report on Form 8-K
dated February 27, 1996, the Company's Current Report on Form 8-K dated April 9,
1996, the Company's Current Report on Form 8-K dated April 23, 1996, the
Company's Quarterly Report for the third quarter ended March 31, 1996, filed on
May 15, 1996, and the Company's Current Report on Form 8-K dated June 28, 1996.
(c) All reports and documents filed by the Company with the Commission
pursuant to Sections 13(a) or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all Securities officered hereby have been sold or which
deregisters all Securities then remaining unsold. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersede such statement. Any such statement shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company authorized capitalization is 100,000,000 shares of Common
Stock, par value $.00l per share, of which 22,800,658 shares were issued and
outstanding as of July 23, 1996. Holders of the Company's Common Stock are
entitled to one vote per share on each matter submitted to vote at any meeting
of shareholders. Shares of Common Stock do not carry cumulative voting rights
and therefore, holders of a majority of the outstanding shares of Common Stock
will be able to elect the entire board of directors and, if they do so, minority
shareholders would not be able to elect any members to the board of directors.
The Company's board of directors has authority, without action by the Company's
shareholders, to issue all or any portion of the authorized but unissued shares
of Common Stock, which would reduce the percentage ownership of the Company of
its shareholders and which may dilute the book value of the Common Stock.
9
<PAGE> 10
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the shares of Common Stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. Holders of Common Stock
are entitled to receive such dividends as the board of directors may from time
to time declare out of funds legally available for the payment of dividends. The
Company has not paid cash dividends on its Common Stock and does not anticipate
that it will pay cash dividends in the foreseeable future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain members of Wenthur & Chachas, beneficially own 17,500 shares of
the Company's Common Stock.
LEGAL COUNSEL
The validity of the Common Stock offered hereby will be passed upon for
the Company by Wenthur & Chachas of La Jolla, California.
EXPERTS
The consolidated financial statements and financial statement schedules
of the Company incorporated by reference in this Registration Statement have
been examined by Jones, Jensen & Company, independent public accountants, whose
report thereon is contained in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1995, and has been incorporated herein by
reference in reliance upon such report of Jones, Jensen & Company, given upon
their authority as experts in accounting and auditing
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Articles of Incorporation
that eliminates the liabilities of each person who is or was a director,
officer, employee or agent of the Company for in certain circumstances and
provides that each director, officer, employee or agent of the Company shall be
indemnified by the Company against all expenses and liabilities, including
counsel fees reasonably incurred by or imposed upon and in connection with any
proceeding to which the director, officer, employee or agent may be a party, or
in which he or she may become involved by reason of being or having been an
officer, director, employee or agent of the Company settlement thereof,
regardless of whether a director, officer, employee or agent, at the time such
expenses are incurred, except in such cases wherein the director, officer,
employee or agent is judged guilty of willful misfeasance or malfeasance,
willful misconduct or gross negligence in the performance of any duty; provided,
however, in the event of a settlement, the indemnification herein shall only
apply when the Board of Directors approves such settlement and reimbursement as
being in the best interests of the Company. The right of indemnification shall
be in addition to and not exclusive of all other rights to which such director,
officer, agent or
10
<PAGE> 11
employee may be entitled. Subject to any limitations set forth in the Articles
of Incorporation, such indemnification shall be to the fullest extent permitted
by the Utah Revised Business Corporation Act or any other applicable laws now in
effect or as may hereafter be amended. No director of the Company shall be
personally liable to the Corporation
The Company's Articles of Incorporation also provide that no person
shall be liable to the Company for any loss or damage suffered by it on account
of any action or act omitted to be taken by a director, officer, employee or
agent of the Company in good faith if such person (i) exercised or used the same
degree of care and skill as a prudent person would have exercised or used under
the same or similar circumstances in the conduct of his or her own personal
affairs, or (ii) took or omitted to take such action in reliance upon the advice
of counsel for the Company or other statements made or information furnished by
officers or employees of the Company which he or she had reasonable grounds to
believe or upon a financial statement of the Company prepared by an accountant,
officer of the Company in charge of its accounting or employees of the Company
in charge of its accounts or certified by a public accountant or firm of public
accountants. The Company's by-laws provide for the indemnification of its
officers, directors, employees and agents to the full extent permitted by the
Utah Revised Business Corporation Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Company claimed exemptions from registration pursuant to Sections
4(2) and 4(6) of the Securities Act of 1933 for shares of Common Stock, $.001
par value (the "Shares"), of the Company previously issued pursuant various
Consulting and Compensation Agreements between the Company and the Selling
Shareholders (the "Prior Plans"). These exemptions were available to the Company
for the Shares because the previous issuance of Shares did not involve a public
offering and involved offers or sales solely to accredited investors. The Shares
were issued to 12 officers, directors, consultants and advisors, each of whom
had a preexisiting relationship with the Company, and the ability to assess the
risks and merits associated with ownership of the Shares. Further, the issuance
of the Shares did not involve advertising or public solicitation.
11
<PAGE> 12
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
Exhibit
Number Document .
4.1 Amended and Restated Articles of Incorporation dated
December 28, 1995;
4.2 Certificate of Amendment to the Articles of
Incorporation dated January 23, 1996;
4.3 Amended and Restated By-Laws of the Corporation.
5 Opinion of Wenthur & Chachas as to the legality of
the Common Stock to be registered hereunder.
10.1 Consulting Agreement between the Company and Rodney
Anderson and Associates dated May 1, 1995.
10.2 Consulting Agreement between the Company and Terry D.
Saville dated January 22,1996.
10.3 Consulting Agreement between the Company and Michael
A. Taylor dated May 15, 1996.
10.4 Agreement between the Company and Wenthur & Chachas
dated June 6, 1996.
10.5 Consulting Agreement between the Company and David
Phillips dated June 30, 1996.
10.6 Compensation Agreement between the Company and
Wenthur & Chachas dated July 22, 1996.
23.1 Consent of Jones, Jensen & Company, Independent
Auditors.
23.2 Consent of Wenthur & Chachas (contained in Exhibit
5 hereto).
24 Power of Attorney.
12
<PAGE> 13
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) That, for the purpose of determining any liability under
the Securities Act of 1933, each 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) The undersigned registrant hereby undertakes that for the
purpose of determining any liability under the Securities Act of 1933 each
filing of the registrants annual report pursuant to section 13(a) or 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) or 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 or such securities
at that tire 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.
13
<PAGE> 14
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 San Diego, State of California on July 23, 1996.
SIONIX CORPORATION
/S/ Jack F. Moorehead
------------------------
Name: Jack F. Moorehead
Title: President
/S/ Michael A. Taylor
------------------------
Name: Michael A. Taylor
Title: Chief Executive Officer and
Chief Financial Officer
14
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack F. Moorehead and Michael A. Taylor,
to act jointly, as his or her true and lawful attorneys-in-fact, each with full
powers of substitution, for him or her in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his or her substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/ S. Donna Friedman Director July 23, 1996
- ---------------------------
S. Donna Friedman
/S/ Laura Friedman Director July 23, 1996
- ---------------------------
Laura Friedman
/S/ Cheryl Friedman Director July 23, 1996
- ---------------------------
Cheryl Friedman
15
<PAGE> 16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
EXHIBITS
----------------
REGISTRATION STATEMENT ON FORM S-8
SIONIX CORPORATION
<PAGE> 17
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
4.1 Amended and Restated Articles of Incorporation 18
dated December 28, 1995;
4.2 Certificate of Amendment to the Articles of
Incorporation dated January 23, 1996; 23
4.3 Amended and Restated By-Laws of the Corporation. 26
5 Opinion of Wenthur & Chachas as to the legality
of the Common Stock to be registered hereunder. 39
10.1 Consulting Agreement between the Company and
Rodney Anderson and Associates dated May 1, 1995. 42
10.2 Consulting Agreement between the Company and
Terry D. Saville dated January 22,1996. 44
10.3 Consulting Agreement between the Company and
Michael A. Taylor dated May 15, 1996. 51
10.4 Agreement between the Company and
Wenthur & Chachas dated June 6, 1996. 59
10.5 Consulting Agreement between the Company and
David Phillips dated June 30, 1996. 63
10.6 Compensation Agreement between the Company and
Wenthur & Chachas dated July 22, 1996. 65
23.1 Consent of Jones, Jensen & Company,
Independent Auditors. 70
23.2 Consent of Wenthur & Chachas
(contained in Exhibit 5 hereto). 72
24 Power of Attorney (See Page 15) 73
<PAGE> 1
EXHIBIT 4.1
Amended and Restated Articles of Incorporation dated December 28, 1995
<PAGE> 2
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CORONADO CAPITAL CORPORATION
Michael Maung and S. Donna Friedman hereby certify that:
1. They are the president and the secretary, respectively, of Coronado
Capital Corporation, a Utah corporation (the "Corporation").
2. The articles of incorporation of this Corporation are amended and
restated in their entirety to read as follows:
ARTICLE I
The name of the corporation is Automatic Control Corporation.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose or purposes for which the Corporation is organized is to
engage in any and lawful acts or activity that, presently or in the future, may
legally be performed by a Corporation organized under the laws of the State of
Utah.
ARTICLE IV
The aggregate number of shares which the Corporation shall have
authority to issue shall be 100,000,000 common shares, par value $.001 per
share. The board of directors, without shareholder action, may amend the
Corporation's articles of incorporation, in accordance with the Utah Revised
Business Corporation Act, (a) to designate in whole or in part, the preferences,
limitations, and relative rights, within the limits set forth in the Utah
Revised Business corporation Act, of any class of shares, before the issuance of
any shares of that class, (b) create one or more series within a class of
shares, fix the number of shares of each such series, and designate, in whole or
part, the preferences, limitations, and relative rights of the series, within
the limits set forth in the Utah Revised Business Corporation Act, all before
the issuance of any shares of that series, (c) alter or revoke the preferences,
limitations, and relative rights granted to or imposed upon any wholly unissued
class of shares or any wholly unissued series of any class of shares; or (d)
increase or decrease the number of shares constituting any series, the number of
shares of which was originally fixed by the board of directors, either before or
after the issuance of shares of the series, provided that the number may not be
decreased below the number of shares of the series then outstanding, or
increased above the total number of authorized
Page 1
<PAGE> 3
shares of the applicable class of shares available for designation as part of
the series.
ARTICLE V
The Corporation shall have a minimum of three and a maximum of eleven
directors as shall be set by the Bylaws of the corporation.
ARTICLE VI
A. The Corporation shall have the right to purchase its own shares to
the extent of its unreserved and unrestricted earned surplus and capital surplus
if a resolution to such effect is adopted by its Board of Directors.
B. The Board of Directors of the Corporation may designate such
committee or committees as it determines in accordance with law to exercise such
authority as the Board of Directors shall delegate in the resolution designating
such committee or committees.
ARTICLE VII
The registered agent of the Corporation shall be American Registrar &
Transfer Company and the address of the initial registered office of the
Corporation shall be c/o American Registrar and Transfer Company No. 10 Exchange
Place, Suite 705, Salt Lake City, Utah 84111.
ARTICLE VIII
Each person who is or was a director, officer, employee or agent of the
Corporation (including the heirs, executors, administrators or estate of such
person) shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees reasonably incurred by or imposed upon and
in connection with any proceeding to which the director, officer, employee or
agent may be a party, or in which he or she may become involved by reason of
being or having been an officer, director, employee or agent of the Corporation
or any settlement thereof, regardless of whether a director, officer, employee
or agent, at the time such expenses are incurred, except in such cases wherein
the director, officer, employee or agent is judged guilty of willful misfeasance
or malfeasance, willful misconduct or gross negligence in the performance of any
duty; provided, however, in the event of a settlement, the indemnification
herein shall only apply when the Board of Directors approves such settlement and
reimbursement as being in the best interests of the Corporation. The foregoing
right of indemnification shall be in addition to and not exclusive of all other
rights to which such director, officer, agent or employee may be entitled.
Subject to the limitations set forth above, such indemnification shall be to the
fullest extent permitted by the Utah Revised Business Corporation Act or any
other applicable laws now in effect or as may hereafter be amended. No director
of the Corporation shall be personally liable to the Corporation
Page 2
<PAGE> 4
or its shareholders for monetary damages for any action taken or failure to take
any action in good faith as an officer, director, employee or agent. The
Corporation may, but shall be under no obligation to, maintain insurance at its
expense, to protect itself or any officer, director, employee or agent against
any such liability as may be covered by the above indemnification, including any
costs or expenses reasonably attributable thereto.
ARTICLE IX
No person shall be liable to the Corporation for any loss or damage
suffered by it on account of any action or act omitted to be taken by a
director, officer, employee or agent of the Corporation in good faith if such
person (i) exercised or used the same degree of care and skill as a prudent
person would have exercised or used under the same or similar circumstances in
the conduct of his or her own personal affairs, or (ii) took or omitted to take
such action in reliance upon the advice of counsel for the Corporation or other
statements made or information furnished by officers or employees of the
Corporation which he or she had reasonable grounds to believe or upon a
financial statement of the Corporation prepared by an accountant, officer of the
Corporation in charge of its accounting or employees of the Corporation in
charge of its accounts or certified by a public accountant or firm of public
accountants.
3. The foregoing amendment and restatement of the articles of
incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles of incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 16-10a-1003 of the Utah Revised Business Corporation Act. Common stock
is the only outstanding stock of the corporation. The total number of
outstanding shares of Common stock of the corporation is 4,177,835. The number
of votes entitled to be cast on the amendment is 4,177,835 and the number of
votes indisputably represented at the meeting at which the foregoing amendment
and restatement of articles of incorporation was approved was 2,169,196. The
total number of undisputed votes cast for the amendment and restatement was
2,169,196, which was sufficient for the approval of the amendment and
restatement.
Page 3
<PAGE> 5
We further declare under penalty of perjury under the laws of the State
of Utah that the matters set forth in this certificate are true and correct of
our own knowledge.
Date: 12/28/95
--------
/s/ Michael Maung
----------------------------------------
By: Michael Maung
Its: President
/s/ S. Donna Friedman
----------------------------------------
By: S. Donna Friedman
Its: Secretary
STATE OF CALIFORNIA }
}SS.
COUNTY OF SAN DIEGO }
I, a Notary Public, hereby certify that on the 28th day of December,
personally appeared before me MICHAEL MAUNG and S. DONNA FRIEDMAN, who being by
me first duly sworn, severally declared that they are the persons who signed the
foregoing Articles of Incorporation of CORONADO CAPITAL CORPORATION, as the
President and Secretary, respectively, and that the statements therein contained
are true.
/s/ Cris John Wenthur
- ---------------------------------
Notary Public
Residing in San Diego, California
[NOTARY SEAL]
CRIS JOHN WENTHUR
Comm. # 985562
NOTARY PUBLIC - CALIFORNIA
San Diego County
My Comm. Expires Feb. 24, 1997
My Commission Expires:
2/24/97
- -------
State of Utah
Department of Commerce
Division of Corporations and Commercial Code
I hereby certify that the foregoing has been filed
and approved on the 5th day of Jan, 1996
in the office of this Division and hereby issue
this Certificate thereof.
Examiner jop Date 1-30-96
----------- -------
[NOTARY SEAL] /s/ Korla T. Woods
------------------
Korla T. Woods
Division Director
Page 4
<PAGE> 1
EXHIBIT 4.2
Certificate of Amendment to the Articles of Incorporation dated January 23, 1996
<PAGE> 2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AUTOMATIC CONTROL CORPORATION
Michael Maung and S. Donna Friedman hereby certify that:
1. They are the president and the secretary, respectively, of Automatic
Control Corporation, a Utah corporation (the "Corporation").
2. Article I. of the Articles of Incorporation of this Corporation is
amended to read as follows:
ARTICLE I.
THE NAME OF THE CORPORATION IS SIONIX CORPORATION.
3. Article X. is added to the Articles of Incorporation of this
Corporation which shall read as follows:
ARTICLE X.
ANY ACTION REQUIRED TO BE TAKEN AT ANY ANNUAL OR SPECIAL MEETING OF
SHAREHOLDERS OF THE CORPORATION, OR ANY ACTION WHICH MAY BE TAKEN AT ANY ANNUAL
OR SPECIAL MEETING OF SUCH SHAREHOLDERS, MAY BE TAKEN WITHOUT A MEETING PURSUANT
TO SECTION 16-10a-704 OF THE UTAH REVISED BUSINESS CORPORATION ACT, WITHOUT
PRIOR NOTICE AND WITHOUT A VOTE, IF A CONSENT IN WRITING, SETTING FORTH THE
ACTION SO TAKEN, SHALL BE SIGNED BY THE HOLDERS OF OUTSTANDING STOCK HAVING NOT
LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR
TAKE SUCH ACTION AT A MEETING AT WHICH ALL SHARES ENTITLED TO VOTE THEREON WERE
PRESENT AND VOTED. PROMPT NOTICE OF THE TAKING OF THE CORPORATE ACTION WITHOUT A
MEETING BY LESS THAN UNANIMOUS WRITTEN CONSENT SHALL BE GIVEN TO THOSE
SHAREHOLDERS WHO HAVE NOT CONSENTED IN WRITING.
4. The foregoing amendment and restatement of the articles of
incorporation has been duly approved by the board of directors.
5. The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
16-10a-1003 of the Utah Revised Business Corporation Act. Common stock is the
only outstanding stock of the corporation. The total number of outstanding
shares of Common stock of the corporation is 22,105,269. The number of votes
entitled to be cast on the amendment is 22,105,269 and the number of votes
indisputably represented at the meeting at which the foregoing amendment of
articles of incorporation was approved was 13,788,658. The total number of
undisputed votes cast for the amendment was 13,788,658 which was sufficient for
the approval of the amendment.
1
<PAGE> 3
We further declare under penalty of perjury under the laws of the State
of Utah that the matters set forth in this certificate are true and correct of
our own knowledge.
Date 1/23/96
-------
/s/ Michael Maung
----------------------------------------
By: Michael Maung
Its: President
/s/ S. Donna Friedman
----------------------------------------
By: S. Donna Friedman
Its: Secretary
STATE OF CALIFORNIA }
} SS.
COUNTY OF SAN DIEGO }
I, a Notary Public, hereby certify that on the 23rd day of January,
1996, personally appeared before me MICHAEL MAUNG and S. DONNA FRIEDMAN, who
being by me first duly sworn, severally declared that they are the persons who
signed the foregoing Articles of Incorporation of AUTOMATIC CONTROL CORPORATION,
as the President and Secretary, respectively, and that the statements therein
contained are true.
/s/ George G. Chachas
- ---------------------
George G. Chachas
Notary Public
San Diego, California
[NOTARY SEAL]
GEORGE G. CHACHAS
COMM. #1042909
Notary Public -- California
SAN DIEGO COUNTY
My Comm. Expires OCT 20, 1998
My Commission Expires:
10/20/98
- --------
State of Utah
Department of Commerce
Division of Corporations and Commercial Code
I hereby certify that the foregoing has been filed
and approved on the 24th day of Jan, 1996
in the office of this Division and hereby issue
this Certificate thereof.
Examiner jop Date 1-26-96
----------- -------
[NOTARY SEAL] /s/ Korla T. Woods
------------------
Korla T. Woods
Division Director
2
<PAGE> 1
EXHIBIT 4.3
Amended and Restated By-Laws of the Corporation.
<PAGE> 2
AMENDED AND RESTATED BYLAWS
OF
SIONIX CORPORATION
FORMERLY AUTOMATIC CONTROL CORPORATION
FORMERLY CORONADO CAPITAL CORPORATION
<PAGE> 3
ARTICLE I
OFFICES
1.1 The principal office of the corporation in the State of Utah shall
be located in Salt Lake City, County of Salt Lake.
1.2 The corporation may also have offices at such other places both
within and without the State of Utah as the Board of Directors may from time to
time determine or the business of the corporation may require.
1.3 The registered office of the corporation required by the Utah
Revised Business Corporation Act to be maintained in the State of Utah, and the
address of the registered office may be changed from time to time by the Board
of Directors.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 The annual meeting of the shareholders shall be held on the second
Tuesday in the month of November in each year, beginning with the year 1996, at
the hour of 10:00 o'clock A.M. at such place, either within or without the State
of Utah, as shall be designated from time to time by the Board of Directors at
which meeting the shareholders shall elect, by a plurality vote, unless
otherwise prescribed the articles of incorporation or an agreement among the
shareholders, a board of directors, and transact such other business as may
properly be brought before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of Utah, such meeting shall be held on the
next succeeding business day. If the election of directors shall not be held on
the day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be held. Meetings of shareholders for any other purpose or purposes, unless
otherwise prescribed by statute, may be held at such time and place, within or
without the State of Utah, as shall be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
2.2 Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each shareholder entitled to vote at such
meeting not less than ten (10) nor more than (60) days before the date of the
meeting.
2.3 The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every meeting of shareholders,
a complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder. Such list shall
be open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified, or at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any shareholder
who is present.
PAGE 1
<PAGE> 4
2.4 Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the articles of incorporation, may
be called by the president and shall be called by the president or the secretary
at the request of a majority of the Board of Directors, or at the request in
writing of shareholders holding a majority of shares outstanding. Such request
shall state the purpose or purposes of the proposed meeting.
2.5 Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting, to each shareholder entitled to vote at such meeting.
2.6 Business transacted at any special meeting of shareholders shall be
limited to the purposes stated in the notice.
2.7 The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or shall be represented. At such
adjourned meeting at which a quorum shall be present or represented any business
may be transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the new
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the meeting.
2.8 When a quorum is present at any meeting, the vote of the holders of
a majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the articles of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
2.9 Unless otherwise provided in the articles of incorporation each
shareholder shall at every meeting of the shareholders be entitled to one vote
in person or by proxy executed in writing by the shareholder or by his
authorized attorney in fact for each share of the capital stock having voting
power held by such shareholder, but no proxy shall be voted on after eleven (11)
months from its date, unless the proxy provides for a longer period.
2.10 (a) Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the Board of Directors of
such other corporation may determine. (b) Shares held by an administrator,
executor, guardian, custodian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. (c) A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred. (d) Neither treasury shares of its own stock
PAGE 2
<PAGE> 5
held by the corporation nor shares held by another corporation if a majority of
the shares entitled to vote for the election of directors of such other
corporation are held by the corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time
for purposes of any meeting.
2.11 Unless otherwise provided in the articles of incorporation, any
action required to be taken at any annual or special meeting of shareholders of
the corporation, or any action which may be taken at any annual or special
meeting of such shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those shareholders who
have not consented in writing.
ARTICLE III
DIRECTORS
3.1 The number of directors which shall constitute the whole board
shall not be less than three (3) nor more than eleven (11). The directors shall
be elected at the annual meeting of the shareholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be shareholders.
3.2 Vacancies and newly created directorships resulting from any
increase in the authorized number of directors maybe filled, except as may be
otherwise specifically provided by the articles of incorporation, by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by the statute.
3.3 The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these bylaws directed or required to be
exercised or done by the shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
3.4 The Board of Directors of the corporation may hold meetings, both
regular and special, either within or without the State of Utah.
3.5 The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of the shareholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event of the failure of the shareholders to fix the
time or place of such first meeting of the newly elected Board of Directors, or
in the event such meeting is not held at the time and place so fixed by the
shareholders, the meeting may be held at such time and place
PAGE 3
<PAGE> 6
as shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.
3.6 Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
3.7 Special meetings of the board may be called by the President on
four (4) days' notice to each director by mail or 48 hours' notice to each
director either personally or by telegram; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors unless the board consists of only one director, in
which case special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of the sole director.
3.8 At all meetings of the board a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the articles of incorporation. if a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time without notice other than announcement at the
meeting, until a quorum shall be present.
3.9 Unless otherwise restricted by the articles of incorporation or
these bylaws, any action required or permitted to taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the board or committee.
3.10 Unless otherwise restricted by the articles of incorporation or
these bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
COMMITTEES OF DIRECTORS
3.11 The Board of Directors may, by resolution passed by a majority of
the whole board, designate one or more committees, each committee to consist of
one or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.
PAGE 4
<PAGE> 7
Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the articles of incorporation, adopting an
agreement of merger or consolidation, recommending to the shareholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the shareholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and
unless the resolution or the articles of incorporation expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.
3.12 Each Committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
ADVISORY DIRECTORS
3.13 The Board of Directors from time to time may elect one or more
persons to be Advisory Directors who by such appointment shall not be members of
the Board of Directors. Advisory Directors shall act as advisors and consultants
to the Board of Directors, shall be available to perform special assignments
specified by the Board of Directors, and shall attend meetings of the Board of
Directors upon invitation. The period during which the title shall be held by
such advisory directors shall be prescribed by the Board of Directors.
COMPENSATION OF DIRECTORS
3.14 Unless otherwise restricted by the articles of incorporation or
these bylaws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensations for
attending committee meetings.
REMOVAL OF DIRECTORS
3.15 Unless otherwise restricted by the articles of incorporation or
bylaw, any director or the entire Board of Directors may be removed, with or
without cause, by the vote of a majority of shares entitled to vote at an
election of directors.
ARTICLE IV
NOTICES
4.1 Whenever under the provisions of the statutes or of the articles of
incorporation or of these bylaws, notice is required to be given to any director
or shareholder, it shall not be construed to
PAGE 5
<PAGE> 8
mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or shareholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram.
4.2 Whenever any notice is required to be given under the provisions of
the statutes or of the articles of incorporation or of these bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE V
OFFICERS
5.1 The officers of the corporation shall be elected by the Board of
Directors and shall include a President and a Secretary. The Board of Directors
may elect from among its members a Chairman of the Board and a Vice Chairman of
the Board. The Board of Directors may also elect a Treasurer and/or one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the articles of incorporation or
these bylaws otherwise provide.
5.2 The Board of Directors at its first meeting after each annual
meeting of shareholders shall elect a President and a Secretary and may also
elect Vice Presidents and a Treasurer.
5.3 The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.
5.4 The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.
5.5 The officers of the corporation shall hold office until their
successors are chosen and qualified. Any Officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.
THE CHAIRMAN OF THE BOARD
5.6 The Chairman of the Board, if any, shall preside at all meetings of
the Board of Directors and of the shareholders at which he shall be present. He
shall have and may exercise such powers as are, from time to time, assigned to
him by the Board and as may be provided by law.
5.7 In the absence of the Chairman of the Board, the Vice Chairman of
the Board, if any, shall preside at all meetings of the Board of Directors and
of the shareholders at which he shall be present. He shall have and may exercise
such powers as are, from to time, assigned to him by the Board and as may be
provided by law.
PAGE 6
<PAGE> 9
THE PRESIDENT AND VICE PRESIDENT
5.8 The President shall be the chief executive officer of the
corporation; and in the absence of the Chairman and Vice Chairman of the Board
he shall preside at all meetings of the shareholders and the Board of Directors.
He shall have general and active management of the business of the corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect.
5.9 He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.
5.10 In the absence of the President or in the event of his inability
or refusal to act, the Vice President, if any, (or in the event there be more
than one Vice President, the Vice Presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
5.11 The Secretary shall attend all meetings of the Board of Directors
and all meetings of the shareholders and record all the proceedings of the
meetings of the corporation and of the Board of Directors in a book to kept for
that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall have custody of the corporate seal
of the corporation and he, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.
5.12 The Assistant Secretary, or, if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the other duties and exercise powers of the secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
5.13 The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
PAGE 7
<PAGE> 10
5.14 He shall disburse the funds of the corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the corporation.
5.15 If required by the Board of Directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
5.16 The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
6.1 Every holder of stock in the corporation shall be entitled to have
a certificate, signed by, or in the name of the corporation by, the President or
a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the corporation, certifying the number of shares
owned by him in the corporation.
Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the power, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided in
section 16-10a-625 of the Utah Revised Business Corporation Act, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
shareholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
PAGE 8
<PAGE> 11
6.2 Any of or all the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
6.3 The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFER OF SHARES
6.4 Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
6.5 In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders of any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors must fix a new record date for the adjourned meeting
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.
REGISTERED SHAREOWNERS
6.6 The corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Utah.
PAGE 9
<PAGE> 12
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
7.1 Dividends upon the capital stock of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the articles of incorporation.
7.2 Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
7.3 All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.
FISCAL YEAR
7.4 The fiscal year of the corporation shall begin on the first day of
January and end on the 31st day of December each year.
SEAL
7.5 The Board of Directors may adopt a corporate seal having inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Utah." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
7.6 The corporation shall indemnify its officers, directors, employees
and agents to the full extent permitted by the Utah Revised Business Corporation
Act.
PAGE 10
<PAGE> 13
ARTICLE VIII
AMENDMENT
8.1 These bylaws may be altered, amended or repealed or new bylaws may
be adopted by the shareholders or by the Board of Directors, when such power is
conferred upon the Board of Directors by the articles of incorporation at any
regular meeting of the shareholders or of the Board of Directors or at any
special meeting of the shareholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal bylaws is
conferred upon the Board of Directors by the articles of incorporation it shall
not divest or limit the power of the shareholders to adopt, amend or repeal
bylaws.
CERTIFICATE OF SECRETARY
The undersigned, being the Secretary of Coronado Capital Corporation, a
Utah Corporation, does hereby certify the foregoing to be the Bylaws of said
Corporation, as adopted by the directors of the Corporation and which remain in
full force and effect as of the date hereof.
Executed at San Diego, California, effective as of December 28, 1995.
/s/ S. Donna Friedman
----------------------------
S. Donna Friedman, Secretary
Page 11
<PAGE> 1
EXHIBIT 5.
Opinion of Wenthur & Chachas
<PAGE> 2
[WENTHUR & CHACHAS LETTERHEAD]
EXHIBIT 5.
July 23, 1996
Sionix Corporation
5405 Morehouse Drive
Suite 250
San Diego, CA 92121
Re: Sionix Corporation
Registration Statement on Form S-8
Ladies and Gentlemen;
We have served as counsel to Sionix Corporation (the "Company") in
connection with (i) the filing with the Securities and Exchange Commission (the
"Commission") of the Company's registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act") covering 2,000,000 shares of common stock, $.001 par value ("Common
Stock"), of the Company which have previously been issued or may be issued in
the future pursuant certain Consulting Agreements between the Company and
Michael A. Taylor, Terry D. Saville and David Phillips, respectively, and the
Compensation Agreement between the Company and Wenthur & Chachas (the "Plans"),
and (ii) the preparation of (a) a reoffer prospectus as permitted by General
Instruction C for Form S-8 (the "Reoffer Prospectus"), covering 629,758 shares
of Common Stock previously issued under the Consulting Agreements between the
Company and Rodney Anderson and Associates, Michael A. Taylor and Terry D.
Saville, respectively, and the Payment Agreement between the Company and Wenthur
& Chachas (the "Prior Plans") prior to the date hereof to persons who may be
considered affiliates of the Company, as defined in Rule 405 under the 1933 Act,
and (b) the prospectus to be delivered to such consultants and advisors (the
"Selling Shareholders") under the Plans and Prior Plan as required pursuant to
Item I., of Form S-8 (the "Prospectus").
As such counsel, we have examined the Registration Statement, the
Reoffer Prospectus, the Prospectus, the Plan and exhibits thereto and such other
documents, and have obtained such certificates and assurances from officers and
representatives of the Company and made such additional inquiries, as we have
deemed necessary for the purpose of rendering this opinion. We
<PAGE> 3
Sionix Corporation
July 22, 1996
Page 2
have assumed the genuineness of all signatures on, and the authenticity of, all
documents and instruments submitted to us as originals, and the conformity to
original documents of all documents submitted to us as copies. We have also
examined the proceedings heretofore taken by the Company in connection with the
adoption of the Prior Plans and the Plans and by the directors administering,
authorizing or approving the Prior Plans and Plans (the "Board") in connection
with the grant of shares of Common Stock pursuant to the Prior Plans and the
Plans, and we assume for the purposes of this opinion that neither the Company
nor the Board has or will grant any award under the Prior Plans or Plans
pursuant to which shares of Common Stock could be issued for consideration that
is not adequate in form or amount to support the issuance of fully paid stock
under applicable state law.
On the basis of and in reliance upon the foregoing examinations,
inquiries and assumptions, and such other matters of fact and questions of law
as we have deemed appropriate, and subject to the limitations contained herein,
we are of the opinion that (i) the shares of Common Stock covered by the Reoffer
Prospectus have been duly and validly issued and are fully paid and
nonassessable and (ii) the shares of Common Stock to be issued in the future by
the Company pursuant to the Plans will, when issued in accordance with the terms
of the Plans, be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" contained in the Reoffer Prospectus. In giving this consent, we
do not admit that we are within the category of persons whose consent is
required under Section 7 of the 1933 Act or the General Rules and Regulations of
the Commission.
Very truly yours,
WENTHUR & CHACHAS
/s/ George G. Chachas
---------------------
By: George G. Chachas
<PAGE> 1
EXHIBIT 10.1
Consulting Agreement between the Company
and Rodney Anderson and Associates dated May 1, 1995
<PAGE> 2
CORONADO CAPITAL CORPORATION
155 E. LIBERTY SUITE D
ANAHEIM, CA 92801
714-879-3811
May 1, 1995
Mr. Rodney Anderson
16700 Cumberland Court
Yorba Linda, CA 92868
RE: Merger Candidate for Coronado Capital Corporation
Dear Mr. Anderson,
The letter is to set forth the agreement between Coronado Capital Corporation
("Coronado") and yourself and any associates you engage ("Consultants") to find
a viable candidate for merger with Coronado.
Whereas, Consultants are in the business of providing merger candidates for
public companies, and
Whereas, Coronado is a public company which seeks a merger candidate, then
It is hereby agreed that Coronado agrees to compensate Consultants for their
services that consummates with the merger of Coronado with an entity introduced
to Coronado by the Consultants, with common stock of the newly combined entity
and options to acquire additional shares of common stock in the newly formed
entity.
The amount of shares to be issued to Consultants and the amount and price of
options to be awarded will be determined at the time of the signing of a
definitive agreement to merge. The instructions for the amount of shares and the
amount and price of options will be made a part of the closing documents and
upon completion of the merger will be issued according to the instructions.
If this is in agreement with your understanding, please acknowledge by signing
below.
/s/ Michael A. Taylor /s/ Rodney Anderson
- ------------------------------ -----------------------------
Michael A. Taylor Rodney Anderson
President
Coronado Capital Corporation
<PAGE> 1
EXHIBIT 10.2
Consulting Agreement between the Company
and Terry D. Saville dated January 22, 1996
<PAGE> 2
[TDS CONSULTING SERVICES LETTERHEAD]
- --------------------------------------------------------------------------------
AGREEMENT FOR CONSULTING SERVICES IN SAFETY, HEALTH AND ENVIRONMENTAL AFFAIRS
BACKGROUND INFORMATION
This document, when fully executed, shall serve as an agreement (Agreement)
between Sionix Corporation, hereinafter called "Sionix" and Terry D. Saville,
d.b.a. TDS Consulting Services (an individual serving in a consultant capacity,
and hereinafter called "TDS"), effective January 22, 1996, to provide consulting
and support services to Sionix Corporation in Safety, Health & Environmental
Regulatory Management, and to develop and produce programs for compliance with
Federal, State and Local Safety, Health and Environmental Regulations as
required.
Sionix is a public reporting corporation duly incorporated and existing under
the laws of the State of Utah. Sionix is engaged in the business of design,
development, marketing and sales of water filtration and monitoring systems.
TDS represents itself as being capable and qualified to provide Safety, Health
and Loss Prevention consulting services in a manner adhering to the "Code of
Professional Conduct" for Safety Practitioners promulgated by the American
Society of Safety Engineers.
AGREEMENT
These services shall be provided subject to the following terms and conditions:
1. TDS will provide leadership in development of Safety, Health, Loss
Prevention & Environmental Compliance programs, policies, procedures and
guidelines, along with evaluating workplace safety exposures.
2. TDS will consult with the Sionix personnel and develop and promulgate
a four (4) page Injury and Illness Prevention Program (I&IPP), guidelines for
compliance with AB 2249, The California Corporate Criminal Liability Act of
1989, and a notice to all employees stating company policy relative to safety,
health and environmental affairs for Sionix.
3. TDS will consult with Sionix personnel and develop and produce
programs for Sionix customers in the water and waste water industry,
comprehensive Safety, Health And Environmental Affairs (SHEA) Programs. A list
of these programs is attached in Appendix A.
4. In performing services under this Agreement, TDS shall coordinate all
contact with Sionix through its Agreement Administrator. For purposes of this
Agreement, Sionix designates Mr. Jack Moorehead as the Agreement Administrator.
Sionix reserves the right to change this designation upon written notice to TDS.
5. Sionix shall make available to TDS such materials as may be required
by TDS to perform services under this Agreement. Such materials shall remain the
property of Sionix while in TDS's possession. Upon termination of this Agreement
and payment of outstanding invoices to TDS, or completion of work under this
Agreement, TDS shall turn over to Sionix any calculations, notes, reports,
electronic files, or other materials prepared by TDS in the course of
performance of this Agreement. Sionix may utilize any material prepared or work
performed by TDS pursuant to this Agreement in any manner which Sionix deems
proper for which TDS shall not receive additional compensation. TDS shall have
no responsibility or liability for any revisions, changes, or corrections made
by Sionix, or any use or reuse pursuant to this paragraph unless TDS accepts
such responsibility in writing.
- --------------------------------------------------------------------------------
Page 1
<PAGE> 3
TDS CONSULTING SERVICES
- --------------------------------------------------------------------------------
6. The fees and expenses for these consulting services shall be paid in
accordance with TDS's "Current Schedule Of Fees, 1996" attached hereto as
Exhibit A and incorporated by reference. Reimbursement of mileage for the use
of TDS's automobile shall be paid at the rate of 30 cents per mile.
7. The maximum amount payable under the terms of this Agreement,
including all expenses, shall not exceed $83,200. TDS shall notify the Agreement
Administrator in writing when fees and expenses incurred under this Agreement
have reached $66,000, and shall concurrently inform the Agreement Administrator
of TDS's estimate of total expenditures required to complete its current
assignments before proceeding further with any work.
8. TDS shall submit a bi-monthly billing statement to the Agreement
Administrator. Such statement shall indicate Consultant's name, Agreement
Number, and a detailed description of services rendered for the billing period.
Expense reports shall include receipts or other documentation for specific items
of expense which exceed $25. Subject to the approval of the Agreement
Administrator, Sionix shall make payments to TDS within 30 days after receipt of
billing statements and expense reports.
9. This Agreement may be terminated by either party hereto 30 days after
notice in writing to the other party of such termination. Sionix's only
obligation in the event of the termination shall be payment of fees and expenses
incurred up to and including the effective date of termination.
10. While performing service hereunder, TDS is an independent contractor
and not an officer, agent, or employee of Sionix.
11. Neither party shall assign this Agreement or any part hereof without
the written consent of the other party.
12. The services to be performed by TDS shall specifically exclude any
services which, now or in the future, are deemed to be the practice of law.
13. Sensitive issues will be discussed with Sionix and addressed as
Company Private, Attorney Client Privileged.
14. Sionix shall defend, indemnify and hold harmless TDS from and
against all claims, suits or causes of action for injury to any person or damage
to any property arising out of any intentional or negligent acts or errors or
omissions arising out of its performance of work under this Agreement.
15. It is understood that no alteration or variation of the terms of
this Agreement shall be valid unless made in writing and signed by the parties
hereto and that no oral understanding or agreements not incorporated herein
shall be binding on any of the parties hereto.
16. TDS shall not make public information releases nor otherwise publish
any information obtained or produced by it as a result of or in connection with
the performance of services under this Agreement without advance written
permission of the Agreement Administrator.
- --------------------------------------------------------------------------------
Page 2
<PAGE> 4
TDS CONSULTING SERVICES
- --------------------------------------------------------------------------------
17. This Agreement shall be deemed a contract under the laws of the
State of California, and for all purposes shall be interpreted in accordance
with such laws. Both parties hereby agree and consent to the exclusive
jurisdiction of the courts of the State of California, and that the venue of any
action brought hereunder shall be in San Diego County, California.
18. In Witness whereof, the parties have caused this Agreement to be
duly executed on their behalf, by their respective officers, thereunto duly
authorized in multiple originals, all as of the day and year first above
written.
Sionix Corporation
A Utah Corporation
/s/ Jack Moorehead
----------------------
By: Jack Moorehead
Its: President
TDS Consulting Service
/s/ Terry D. Saville
----------------------
By: Terry D. Saville
Its: Owner
- --------------------------------------------------------------------------------
Page 3
<PAGE> 5
[TDS CONSULTING SERVICES LETTERHEAD]
================================================================================
APPENDIX A
Scope Of Work
TDS will provide technical and administrative services to develop and publish
the following documents and programs under this Agreement with Sionix
Corporation dated January 16, 1996.
TDS Consulting Services assists Sionix in developing Safety, Health, Loss
Prevention and Environmental Compliance programs, policies, procedures and
guidelines along with evaluating workplace safety or health exposures. Surveys
and related services may not reveal every hazard, exposure and/or violation of
safety practices. Employee protection is ultimately the responsibility of the
client/employer
SECTION 1. THE SHEA MANUAL
Introduction
Injury and Illness Prevention Program (I&IPP)
- Company/District Policy Statement on Safety, Health and
Environmental Affairs
The California Corporate Criminal Liability Act of 1989
- Compliance Guidelines
Program for Responding to a Safety, Health or Environmental
Inspection by a Regulatory Agency
Safety Advisory Committee Operations
- Safety Advisory Committee Operating Guidelines
Reporting and Investigation Occupational Accidents, Injuries and Illness
- Guidelines
- Employees Information and Statement
- Supervisors Investigation Report
Alcohol, Drugs, and Chemical Substance Abuse
Bloodborne Pathogens
Emergency Action and Fire Prevention Plan
- Earthquake Guidelines
- Business Emergency/Contingency Plan
Hazard Communication Program
- Guidelines
- Hazardous Material (Chemical) Approval Form
- Chemical Data Survey Form
Hazardous Energy Control Program
- Lockout/Tagout Guidelines
- --------------------------------------------------------------------------------
Rev. 4/3/96 Page 1
<PAGE> 6
[TDS CONSULTING SERVICES LETTERHEAD]
- --------------------------------------------------------------------------------
Confined Space Entry, Safety Requirements
- Instructions for using Confined Space Entry Permit
- Confined Space Entry Permit Form
- Guidelines, Confined Space Entry -- Safe Work Practices
Personal Safety Devices and Personal Protective Equipment
Sight Conservation Program
- Sight Conservation Program Guidelines
Hearing Conservation Program
- Hearing Conservation Program Guidelines
Cranes and Hoisting Apparatus Safety
- Crane Operating Rules
- Sling and Lifting Fixture Inspection Program
Motor Vehicle Operations And Safety
Driver Selection and Hiring
Substance Abuse Testing For Drivers and Driver Applicants
Safe Operating Practice for Industrial Vehicles (Forklifts, etc.)
Preventive Maintenance Requirements for Industrial Vehicle
Ergonomics Program
- Ergonomic Guidelines #1 -- Prevention of Hand/Wrist/Arm
Disorders
- Ergonomic Guidelines #2 -- Video Display Terminal Guidelines
Process Operation & Construction Project Review for SHEA Compliance
Issues
Electrical Safety Program
Bloodborne Pathogens
Ladders and Ladder Stands
Portable Ladder Inspection Program
Safe Use And Application Of Pesticides
SECTION 2. GUIDEBOOKS
Employee Safety Guidebook
Outside Contractors Safety Guide
SECTION 3. OTHER SERVICES AVAILABLE
TDS is available to provide safety, health and environmental training as
requested by Sionix.
TDS is available to provide Safety-Loss Prevention Program surveys and Facility
Inspections of Sionix clients.
- --------------------------------------------------------------------------------
Rev 4/3/96 Page 2
<PAGE> 7
TDS CONSULTING SERVICES
- --------------------------------------------------------------------------------
EXHIBIT A
TDS CONSULTING SERVICES FEE SCHEDULE
Professional Services:
<TABLE>
<CAPTION>
Labor Costs Fee
----------- ---
<S> <C>
Office: $40.00 / hour -- no minimum
Field Assignments: $55.00 / hour -- 4 hour minimum
Clerical Support: $15.00 / hour -- no minimum
The above rates are for straight time, including travel.
<CAPTION>
Direct Expenses Fee
--------------- ---
<S> <C>
Transportation: $0.30 / mile
Vanpool at cost
Meals at cost
Lodging at cost
Materials at cost plus 10%
Telephone At cost
</TABLE>
The foregoing rates are effective through December 31, 1996
- --------------------------------------------------------------------------------
Rev. 4/4/96
Page 4
<PAGE> 1
EXHIBIT 10.3
CONSULTING AGREEMENT BETWEEN THE COMPANY
AND MICHAEL A. TAYLOR DATED MAY 15, 1996
<PAGE> 2
CONSULTING AGREEMENT
(Michael A. Taylor)
This Consulting Agreement (the "Agreement") dated May 15, 1996, is by
and between Sionix Corporation, a Utah Corporation, hereinafter (the "Company"),
whose principal place of business is 5405 Morehouse Dr. Suite 250, San Diego,
California 92121 and Michael A. Taylor (the "Consultant") whose principal
address is 155 B. Liberty Suite D, Anaheim, CA. 92801.
RECITALS
A. Whereas, the Company is engaged in the business of research,
development, manufacturing and marketing of automated water monitoring and
filtration systems.
B. Whereas, the Company has utilized the services of the Consultant as a
consultant to assist and advise the Company on financial, tax and management
matters since June 1, 1995.
NOW THEREFORE, the Company does hereby acknowledge the past services provided by
the Consultant and hereby agrees to retain the Consultant as a consultant on the
following terms and conditions:
ARTICLE 1.
TERM OF CONTRACT
1.1 TERM. This agreement is retroactively effective to June 1, 1995 and
will continue for a period of 2 years unless earlier terminated pursuant to the
terms of this agreement.
ARTICLE 2.
SERVICES TO BE PERFORMED BY CONSULTANT
2.1. SPECIFIC SERVICES. Consultant agrees to act as a financial, tax and
management consultant to the Company with regard to matters that effect the
accounting, tax return preparation, fund raising and management of the Company.
2.2. METHOD AND PLACE OF PERFORMING SERVICES. Consultant has deemed, and
shall continue to deem, when, where and how it is to work as a consultant to the
Company without control by the Company excepting the designation of the area of
consultation and assistance needed by the Company.
2.3. HOURS. Consultant has established, and shall continue to establish,
his own hours for which Consultant shall act as a consultant to the Company and
is not required to work any fixed hours.
<PAGE> 3
2.4. LOCATION WHERE SERVICES TO BE PERFORMED. While it is not required
that Consultant perform any service for the Company at the business office of
the Company, Consultant has performed, and does intend to continue perform,
services at the business office of the Company, as deemed necessary by
Consultant. Except as prohibited by any state or federal licensing agency,
Consultant may work from its offices, wherever located.
2.5. CONSULTANTS CHOICE IN PERFORMING SERVICES. Consultant need not
perform services in any order of sequence set by the Company. Consultant is free
to follow its own pattern of work provided that said pattern is not in violation
of any federal and/or state licensing or regulatory agency.
2.6. REPORTS. Consultant has not been required, nor will be required, to
submit any oral or written reports to the Company other than those required by
any State agency, or any reports requested in advance by the Company of time to
time.
ARTICLE 3.
TOOLS AND INSTRUMENTALITIES
3.1. TOOLS AND STAFF. Consultant has utilized, and shall continue to
utilize, its own offices, supplies and equipment and such additional supplies,
equipment and instrumentalities as supplied by the Company, in conjunction with
Consultant's consulting of the Company. Consultant has been allowed, and shall
continue to be allowed, reasonable usage of the Company staff provided that said
usage does not impair the ability of said staffs or office personnel's ability
to carry out their duties at the Company.
ARTICLE 4.
COMPENSATION
4.1. COSTS. The Company agrees to reimburse Consultant for all out of
pocket costs incurred by Consultant in the performance of his services
hereunder, including by not limited to travel, salaries for assistants,
supplies, equipment required to be purchase to meet the duties under this
Agreement.
4.2. CONSULTANT'S FEE. In consideration for the past performance of this
Agreement (From June 1, 1995 to May 15, 1996), the Company agrees to immediately
issue to the Consultant Five Hundred Thousand (500,000) Shares of the Company's
Common Stock. In consideration of the continued performance of this Agreement,
effective May 15, 1996, the Company agrees to pay Consultant in current funds as
compensation for its services a fee of $ 5,000 per month plus reimbursement for
all out of pocket costs as more specifically set forth in section 4.1 above or
cause to be issued Ten Thousand Shares of the Company's Common Stock per month,
in lieu of payment in cash, by the mutual agreement of Consultant and the
Company. No other compensation shall be given to Consultant other than set forth
above or as renegotiated by the parties at any time during this Agreement.
<PAGE> 4
4.3. DATE ON WHICH COMPENSATION IS DUE. For continuing services, the
Company agrees to pay Consultant, on a monthly basis, payable on the fifteenth
(15th) day of each month, for services rendered under this Agreement.
ARTICLE 5.
CONFIDENTIALITY AND PROPERTY RIGHTS OF THE PARTIES
5.1 CONFIDENTIALITY. The Consultant during the term of this Agreement
will have access to certain financial and tax records as well as various water
filtration technologies, including, but not limited to certain patented and
unpatented technologies. Consultant has not disclosed, and shall not disclose,
any of the aforesaid information directly or indirectly or it in any way,
without the Company's consent, either during the term of this Agreement or at
any time hereafter, except as required in the course of this Agreement.
ARTICLE 6.
TERMINATION OF AGREEMENT
6.1. EXPIRATION OF AGREEMENT. Unless otherwise terminated as provided
herein, this Agreement shall continue in force until that date as set forth in
paragraph 1.1 above.
6.2. TERMINATION ON OCCURRENCE OF STATED EVENTS. This agreement shall
terminate automatically on the occurrence of any of the following events:
(a) Bankruptcy or insolvency of either Consultant or the Company;
(b) Mutual Agreement of the Company and Consultant; or
(c) Assignment of this agreement by either party without the
written consent of the other party.
6.3. TERMINATION BY THE COMPANY FOR DEFAULT OF CONSULTANT. Should
Consultant default in the performance of this agreement or materially breach any
of its provisions, the Company, at the Company's option, may terminate this
agreement by giving ten (10) days prior written notice to Consultant.
6.4. TERMINATION BY CONSULTANT FOR DEFAULT OF THE COMPANY. Should the
Company default in the performance of this agreement or materially breach any of
its provisions, Consultant, at Consultant's option, may terminate this agreement
by giving ten (10) days prior written notice to Consultant.
<PAGE> 5
6.5. TERMINATION FOR FAILURE TO MAKE AGREED-UPON PAYMENTS. Should the
Company fail to pay Consultant all or any part of the compensation set forth in
Article 4., of this agreement on the date due, Consultant, at Consultant's
option may terminate this Agreement if the failure is not remedied by the
Company within ten (10) days from the date payment is due.
ARTICLE 7.
ASSIGNMENT AND SUCCESSORS
7.1. NO ASSIGNMENT. This Agreement is personal to the Consultant and,
without the prior written consent of the Company, shall not be assignable by the
Consultant otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Consultant's
legal representatives.
7.2 SUCCESSORS. The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise. This Agreement shall
inure to the benefit of and be binding upon the Company and its successors and
assigns.
ARTICLE 8.
GENERAL PROVISIONS
8.1. JURISDICTION, VENUE, AND GOVERNING LAW. If any litigation occurs
between the parties hereto, venue would be with the Courts of the State of
California, County of San Diego. This Agreement shall be governed by and
construed in accordance with the Laws of the State of California.
8.2. ATTORNEYS' 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 will be entitled to reasonable
attorney's fees; which may be set by the court, or arbitrator, in the same
action, or in a separate action brought for that purpose, in addition to any
other relief to which that party may be entitled.
8.3. SEVERABILITY. If any clause in this Agreement shall be deemed
invalid, such will not effect the remaining contents of this Agreement.
<PAGE> 6
8.4. NOTICES. Any notices to be given hereunder by either party to the
other may be effected either by personal delivery in writing or by mail;
registered or certified, postage prepaid, with return receipt requested. Mailed
notices shall be addressed to the parties as follows:
IF TO CONSULTANT ADDRESS TO:
Michael A. Taylor
155 E. Liberty Suite D
Anaheim, CA. 92801.
IF TO THE COMPANY ADDRESS TO:
Sionix Corporation
5405 Morehouse Dr. Suite 250
San Diego, California 92121
or such other address as each party may change from time to time by written
notice in accordance with this paragraph. Notices delivered personally will be
deemed communicated as of actual receipt; mailed notices will be deemed
communicated as of four (4) days after mailing.
8.5. ENTIRE AGREEMENT BETWEEN PARTIES. This Agreement supersedes any and
all other agreements, either oral or in writing, between the parties hereto,
with respect to the rendering of services by Consultant to the Company, and
contains all of the parties with respect to such services. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this agreement shall be valid
or binding. Any modification of this agreement will be effective only if it is
in writing and signed by the party to be charged.
8.6. PARTIAL INVALIDITY. If any provision in this agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
8.7. CANCELLATION. It is agreed and understood that if, for any reason,
Consultant is terminated under the provisions of this Agreement, Consultant's
agency with the Company shall automatically be revoked by the Company.
Witnesses this 15th day of May, 1996.
SIONIX CORPORATION
A UTAH CORPORATION
<PAGE> 7
/s/ Jack Moorehead
-------------------------------- -------------------------------
By: Jack Moorehead By: S. Donna Friedman
Its: President Its: Secretary
CONSULTANT
/s/ Michael A. Taylor
---------------------
Michael A. Taylor
<PAGE> 8
/s/ S. Donna Friedman
-------------------------------- -------------------------------
By: Jack Moorehead By: S. Donna Friedman
Its: President Its: Secretary
CONSULTANT
/s/ Michael A. Taylor
---------------------
Michael A. Taylor
<PAGE> 1
EXHIBIT 10.4
AGREEMENT BETWEEN THE COMPANY AND
WENTHUR & CHACHAS DATED JUNE 6, 1996.
<PAGE> 2
AGREEMENT
This Agreement is effective as of June 6, 1996, and is by and between
Wenthur & Chachas and Sionix Corporation, a Utah Corporation, hereinafter
("Sionix").
RECITALS
A. Whereas, Wenthur & Chachas has provided general, tax, corporate,
litigation and securities legal services to Sionix. As of May 24, 1996, Sionix
was indebted to and owed Wenthur & Chachas the sum of $29,901.48, which amount
has and will continue to increase as a result of additional legal services
provided by Wenthur & Chachas to Sionix.
B. Whereas, Sionix hereby desires to acknowledge that such amount is
owing to Wenthur & Chachas and further agrees to provide for the issuance of
17,500 shares of the Common Stock of Sionix to Wenthur & Chachas, for services
provided by George G. Chachas to Sionix after normal business hours and for
services and assistance to be provided in the preparation of an S-8 Registration
statement.
AGREEMENT
NOW WHEREFORE SIONIX AGREES AS FOLLOWS:
1. Sionix hereby acknowledges and agrees that it is indebted to Wenthur
& Chachas for general, tax, corporate, litigation and securities legal services
provided to Sionix. Sionix further acknowledges that as May 24, 1996, Sionix was
indebted to and owed Wenthur & Chachas the sum of $29,901.48, which amount has
and will continue to increase as a result of additional legal services provided
by Wenthur & Chachas to Sionix.
2. Sionix agrees to pay Wenthur & Chachas as soon as possible in full
for all amounts owing by Sionix to Wenthur & Chachas. Until such time as Sionix
is able to pay its bill in full, Sionix agrees to pay to Wenthur & Chachas a
minimum of $5,000 per month by the fifteenth day of each month.
3. Not withstanding the minimum payment to be made by Sionix as provided
in paragraph 2 above, Sionix further agrees that Wenthur & Chachas, at its
discretion may cease to provide legal services to Sionix and proceed with
collection of the amounts due and owing, if the amount owing by Sionix to
Wenthur & Chachas continues to grow rather than be paid down at an acceptable
rate as determined in the sole discretion of Wenthur & Chachas.
Page 1
<PAGE> 3
4. In addition, as separate and distinct consideration and in no way
effecting or reducing the amount owed by Sionix to Wenthur & Chachas for legal
services provided to Sionix, Sionix hereby agrees to issue and hereby authorizes
and instructs its transfer agent to issue 17,500 shares of Common Stock to
Wenthur & Chachas, for services provided by George G. Chachas to Sionix after
normal business hours and for services and assistance to be provided in the
preparation of an S-8 Registration statement and a Common Stock Warrant which
entitles George G. Chachas to subscribe for and purchase an additional 17,500
shares of the Common of Sionix at an exercise price of $5.50 per share for a
period of two years.
Additionally, Sionix agrees that in addition to the shares of Michael A.
Taylor which are to be registered under such S-8 registration statement, that
the 17,500 shares issued to George G. Chachas shall be included in those shares
to be registered under said S-8 registration.
5. After the account and all invoices between Sionix and Wenthur &
Chachas are brought current, any and all future invoices will be due and payable
on the standard 10 day basis as before.
6. If any legal action is brought to enforce or interpret this Agreement
Sionix agrees to pay all costs and attorneys fees incurred by Wenthur & Chachas.
7. By execution of this Agreement the executing party warrants that he
or she has the requisite corporate authority to execute this Agreement and that
the same has been approved by action of the Board of Directors.
8. Sionix acknowledges that Sionix is freely and voluntarily executing
this Agreement after having been advised to seek separate independent counsel of
Sionix's choice for advise regarding the obligations of Sionix created by this
Agreement and any other legal rights pertaining to this Agreement. Sionix has
either been apprised of all relevant information and legal rights by legal
counsel of its own choice or has voluntarily chosen not to seek the advised of
independent counsel for advise relating to this Agreement. Sionix in executing
this Agreement does not rely on any inducements, promises, or representations
made by the Wenthur & Chachas or George G. Chachas [ SDF ] Initials.
Page 2
<PAGE> 4
9. This agreement shall be governed by and construed in accordance with
the laws of the State of California.
10. This Agreement may be executed in one or more counterparts, all of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
11. It is expressly agreed that the parties may execute this Option via
facsimile signature and such facsimile signature pages shall be treated as
originals for all purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date set forth
below.
SIONIX CORPORATION
A UTAH CORPORATION
Dated: 6/6/96 /s/ Michael A. Taylor
------------------------ -------------------------------
By: Michael A. Taylor
Title: Chief Executive Officer
Dated: 6/6/96 /s/ Jack F. Moorehead
------------------------ -------------------------------
By: Jack F. Moorehead
Title: President
Dated: 6/6/96 /s/ S. Donna Friedman
------------------------ -------------------------------
By: S. Donna Friedman
Title: Secretary
WENTHUR & CHACHAS
Dated: 6/6/96 /s/ George G. Chachas
------------------------ -------------------------------
By: George G. Chachas
Dated: 6/6/96 /s/ George G. Chachas
------------------------ -------------------------------
George G. Chachas, individually
Page 3
<PAGE> 1
EXHIBIT 10.5
CONSULTING AGREEMENT BETWEEN THE COMPANY AND
DAVID PHILLIPS DATED JUNE 30, 1996.
<PAGE> 2
CONSULTING AGREEMENT
This agreement is entered into this 30th day of June, 1996 between David
Phillips, hereinafter called "Phillips" and Sionix Corporation, hereinafter
called "Sionix".
Whereas Phillips represents himself as being capable and qualified to provide
consulting services to Sionix regarding the water treatment industry, in
general, and Safety, Health and Loss Prevention consulting services in a manner
adhering to the "Code of Professional Conduct" for Safety Practitioners
promulgated by the American Society of Safety Engineers, in specific:
then Phillips and Sionix agree as follows:
1. Phillips will aid Sionix in assessing the needs of the water
treatment industry and provide advice on how Sionix's services and
products can fill those needs;
2. While performing service hereunder, Phillips is an
independent contractor and not an officer, agent, or employee of the
Sionix
3. Neither party shall assign this Agreement or any part hereof
without the written consent of the other party.
4. The services to be performed by Phillips shall specifically
exclude any which now or in the future are deemed to be the practice of
law.
5. Sensitive issues will be discussed with the management of
Sionix and addressed as Company Private, Attorney Sionix Privileged.
6. Either Phillips or Sionix may terminate this agreement at any
time upon written notification.
Compensation
For Services provided to Sionix prior to June 30,1996, Sionix will cause
to be issued to Phillips to amount of 10,000 shares of it common stock.
Effective on July 1,1996, Phillips will bill Sionix on a bi-monthly basis for
the time incurred by Phillips under this agreement at the rate of $60.00 per
hour. Until agreed to otherwise, Sionix will cause to be issued to Phillips, on
a monthly basis, the amount of common stock equivalent (based on the closing
price on the last day of the month) to the billings, as payment in full.
/s/ Michael A. Taylor /s/ David Phillips
- --------------------------------- --------------------------------
Michael A. Taylor, CEO David Phillips
Sionix Corporation
Page 1
<PAGE> 1
EXHIBIT 10.6
COMPENSATION AGREEMENT BETWEEN THE COMPANY AND
WENTHUR & CHACHAS DATED JULY 22, 1996.
<PAGE> 2
COMPENSATION AGREEMENT
This Compensation Agreement is effective as of July 22, 1996, and is by
and between Wenthur & Chachas and Sionix Corporation, a Utah Corporation,
hereinafter ("Sionix").
RECITALS
A. Whereas, on June 6, 1996, Sionix entered into an agreement with
Wenthur & Chachas wherein Sionix agreed to make monthly payments against the
balance of its bill for legal services rendered.
B. Whereas, Sionix has been unable to meet the agreed upon monthly
payments and Wenthur & Chachas has continued to provide general, corporate and
securities legal services to Sionix.
C. Whereas, as of July 22, 1996, Sionix was indebted to and owed Wenthur
& Chachas the sum of $45,000.00, as shown on invoice no. 16833, for bona fide
legal services provided by Wenthur & Chachas to Sionix.
D. Whereas, Sionix acknowledges receipt of legal services and
acknowledges that it is indebted to Wenthur & Chachas for said amount.
E. Whereas, Sionix desires to issue to Wenthur & Chachas as full payment
for all legal services through July 22, 1996, of $45,000 as shown on invoice no.
16833, and for services in connection with the completion and filing of an S-8
Registration Statement and preparation, 45,000 shares of the Common Stock of
Sionix Corporation, to be issue under an effective registration statement filed
on Form S-8, with the Securities Exchange Commission.
G. Whereas, Wenthur & Chachas agrees to accept as full payment for legal
services provided through July 22, 1996, and for services in connection with the
completion and filing of an S-8 Registration Statement and preparation, 45,000
shares of Sionix Corporation Common Stock provided that such shares are free
trading and issued under and effective registration statement filed by Sionix on
Form S-8 with the Securities and Exchange Commission.
H. Whereas, Sionix and Wenthur & Chachas further desire to set forth and
provide herein for the issuance of additional shares as additional legal
services are provided to Sionix.
Page 1
<PAGE> 3
AGREEMENT
NOW WHEREFORE SIONIX AGREES AS FOLLOWS:
1. Sionix hereby acknowledges and agrees that it has been unable to meet
the requisite monthly payments to Wenthur & Chachas as required in the June 6,
1996 Agreement.
2. Sionix hereby acknowledges that it has received bona fide legal
services from Wenthur & Chachas and as of July 22, 1996, as shown on invoice no.
16833 and the balance owing by Sionix to Wenthur & Chachas is $45,000, which sum
is presently due and owing.
3. Sionix agrees to issue, as full to pay for legal services provided by
Wenthur & Chachas through July 22, 1996, in the amount of $45,000 as shown on
invoice no.16833, and for services in connection with the completion and filing
of an S-8 Registration Statement, 45,000 shares of the Common Stock of Sionix
Corporation, to be issued to Wenthur & Chachas and/or its partners and
associates as designated by Wenthur & Chachas.
4. Sionix agrees that said shares shall be free trading shares and will
be issued under an effective registration statement to be filed on Form S-8,
with the Securities Exchange Commission no later that August 15, 1996. Sionix
will bear all filing and registration fees associated with the filing of said
S-8 Registration Statement.
5. Wenthur & Chachas agrees to accept said 45,000 shares as full
payment for past services provided to Sionix through July 22, 1996, and for
services in connection with the completion and filing of the S-8 Registration
Statement and preparation, subject to and conditioned upon said shares being
free trading and issued under an effective registration statement to be filed by
the Sionix no later than August 15, 1996.
6. Sionix and Wenthur & Chachas further agree that as additional legal
services are provided that additional shares of the Common Stock of Sionix may
be issued under this Agreement, and accepted by Wenthur & Chachas for payment
upon the mutual written consent and execution of an addendum to this Agreement.
7. If any legal action is brought to enforce or interpret this Agreement
Sionix agrees to pay all costs and attorneys fees incurred by Wenthur & Chachas.
Page 2
<PAGE> 4
8. By execution of this Agreement the executing party warrants that he
or she has the requisite corporate authority to execute this Agreement and that
the same has been approved by action of the Board of Directors.
9. Sionix acknowledges that Sionix is freely and voluntarily executing
this Agreement after having been advised to seek separate independent counsel of
Sionix's choice for advise regarding the obligations of Sionix created by this
Agreement and any other legal rights pertaining to this Agreement. Sionix has
either been apprised of all relevant information and legal rights by legal
counsel of its own choice or has voluntarily chosen not to seek the advised of
independent counsel for advise relating to this Agreement. Sionix in executing
this Agreement does not rely on any inducements, promises, or representations
made by the Wenthur & Chachas or George G. Chachas. [ ] Initials.
10. This agreement shall be governed by and construed in accordance with
the laws of the State of California.
11. This Agreement may be executed in one or more counterparts, all of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
12. It is expressly agreed that the parties may execute this Option via
facsimile signature and such facsimile signature pages shall be treated as
originals for all purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date set forth
below.
SIONIX CORPORATION
A UTAH CORPORATION
Dated: July 22, 1996 /s/ Michael A. Taylor
-------------------------------
By: Michael A. Taylor
Title: Chief Executive Officer
Dated: July 22, 1996 /s/ Jack F. Moorehead
-------------------------------
By: Jack F. Moorehead
Title: President
Page 3
<PAGE> 5
WENTHUR & CHACHAS
Dated: July 22, 1996 /s/ George G. Chachas
-------------------------------
By: George G. Chachas
Page 4
<PAGE> 1
EXHIBIT 23.1
CONSENT OF JONES, JENSEN & COMPANY, INDEPENDENT AUDITORS.
<PAGE> 2
[JONES, JENSEN & COMPANY LETTERHEAD]
CONSENT OF JONES, JENSEN & COMPANY, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Sionix Corporation, of our report dated February 14, 1996, appearing
in the Annual Report on Form 10-K of Sionix Corporation, formerly Coronado
Capital Corporation, for the year ended December 31, 1995.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
July 22, 1996
