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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LIGHT MANAGEMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
59-2091510
(IRS Employer Identification Number)
Suite 301, 3060 Mainway Drive
Burlington, Ontario L7M 1A3
(Address of principal executive offices)
CSC Services of Nevada, Inc.
502 East John Street, Room #
Carson City, NV 89706
(Name and address of agent for service)
(775) 882-3072
(Telephone number, including area code of agent for service)
CONSULTING AGREEMENT
(Full title of the Plan)
-------------------------------------------------------------
COPY TO:
James B. Parsons, P.S.
James B. Parsons
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Amount of
to be registered To be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 220,000 $6.00 $1,320,000 $348.48
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.
LIGHT MANAGEMENT GROUP, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-B
<TABLE>
<CAPTION>
FORM S-8 ITEM NUMBER AND CAPTION CAPTION I PROSPECTUS
-------------------------------- ---------------------
<S> <C>
1. Forepart of Registration Statement and Outside Front Facing Page of Registration
Statement and
Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Cover Page of Prospectus
and Outside
Prospectus Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Not Applicable
9. Description of Securities to be Registered Consulting Agreement
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Information Incorporated by
Reference
13. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities
</TABLE>
PROSPECTUS
LIGHT MANAGEMENT GROUP, INC.
220,000 Shares of Common Stock
($.001 Par Value)
This Prospectus is part of a Registration Statement which registers an
aggregate 220,000 shares of common stock, $.001 par value, common stock of Light
Management Group, Inc. (the "Company") which may be issued as set forth herein
to the following named persons:
NAME NUMBER OF SHARES
---- ----------------
Cory Parisien 20,000
Glen Watson 200,000
On March 1, 2000, a Consulting Agreement was entered into with Cory
Parisien (collectively, "Advisors") pursuant to a consulting agreement
(collectively, the "Consulting Agreements"). On April 20, 2000, a Consulting
Agreement was entered into with Glen Watson (collectively, "Advisors") pursuant
to a consulting agreement (collectively, the "Consulting Agreements"). The
Company has been advised by Advisors that they may sell all or a portion of
their shares of common stock from time to time through securities
brokers/dealers only at current market prices and that no commissions or
compensation will be paid in connection therewith in excess of customary brokers
commissions. Advisors and the brokers and dealers through whom sales of the
shares are made may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, (the "Securities Act"), and any profits
realized by them on the sale of the shares may be considered to be underwriting
compensation.
No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus, in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
=====================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
=====================================================================
This Prospectus does not constitute an offer to sell or the solicitation
of any offer to buy any security other than the securities covered by this
Prospectus, nor does it constitute an offer or solicitation by anyone in any
jurisdiction in which such 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 offer or solicitation.
THE DATE OF THIS PROSPECTUS IS APRIL 20, 2000.
TABLE OF CONTENTS
AVAILABLE INFORMATION......................................................1
INFORMATION INCORPORATED BY REFERENCE......................................1
THE COMPANY................................................................2
CONSULTING AGREEMENTS......................................................2
Restrictions Under Securities Laws.........................................3
DESCRIPTION OF CAPITAL STOCK...............................................3
Common Stock...............................................................3
Registrar and Transfer.....................................................3
Dissenters' Rights.........................................................4
Preferred Stock............................................................4
LEGAL MATTERS..............................................................4
STATEMENT OF INDEMNIFICATION...............................................4
i
AVAILABLE INFORMATION
Light Management Group, Inc., (the "Company") is subject to the requirement
to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), and, in accordance therewith, files reports and
other materials with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other materials filed by the Company can be
inspected and copied (at prescribed rates) at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of all or any part of such material may be obtained from the Commission
upon payment of fees prescribed by the Commission. The Commission maintains a
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of such web site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to an aggregate of 220,000 shares of the Company's
Common Stock, which will be issued to Cory Parisien and Glen Watson ("Advisors")
as consultants of the Company pursuant to written consulting agreements. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the shares of the Common Stock offered by this Prospectus, reference
is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any documents are not necessarily complete,
and where any such document is an exhibit to the Registration Statement or is
incorporated by reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made, for a full statement of the provisions thereof. A copy of the
Registration Statement, with exhibits, may be obtained from the Commission's
office in Washington, D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined there
without charges.
INFORMATION INCORPORATED BY REFERENCE
The Company filed a 10QSB on April 9, 1999, under their previous name,
Triton Acquisition Corporation. The Company filed an 8-K, Item 5, Other Events,
under their previous name, Triton Acquisition Corporation, on May 28, 1999. The
Company filed a Form S-4 on June 4, 1999. The Company's quarterly report on
Form 10-Q for the period ending September 30, 1999, filed on January 26, 2000.
The Company filed a Form 8-K, Item 4, Changes in Registrant's Certifying
Accountant, Item 5, and Other Events, and the amendment thereto, filed on
January 28, 2000. The Company's amended quarterly report on Form 10-QA, for the
period ending September 30, 1999, was filed March 28, 2000. The Company's
quarterly report for the period ending June 30, 1999 on Form 10-Q, filed
March 28, 2000. The extension of time to file the Company's year end report on
Form NT 10-K, was filed March 29, 2000. The Company's year end report on Form
10-KSB was filed on April 13, 2000. The above referenced reports, which were
previously filed with the Commission are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, 14 or 15 (d)
of the Exchange Act after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO
EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR
ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS
SHOULD BE ADDRESSED TO LIGHT MANAGEMENT GROUP, INC. MR. BARRINGTON
L. SIMON, SUITE 301, 3060 MAINWAY, BURLINGTON, ONTARIO L7M 1A3, PHONE
(905) 319-1111.
1
THE COMPANY
Light was organized under the laws of the State of Nevada on April 20,
1998 under the name Triton Acquisition Corp. The Board of Directors of Triton
Acquisition Corp. changed its name to Light Management Group, Inc. at a special
meeting of the Board held on May 19, 1999. Since inception, Light's primary
activity has been directed to organizational efforts. Triton Acquisition Corp.
was designed as a vehicle to acquire a private company desiring to become an
SEC reporting company in order thereafter to secure a listing on the over the
counter bulletin board.
On May 18, 1999, the former Triton merged with LaserShow Systems of
Canada. Since that time, the Company has directed its efforts to developing
laser light and fiber optic products.
The Company's Common Stock trades on the OTC Bulletin Board under the
symbol LMGR.
The Company's address is Suite 301, 3060 Mainway, Burlington, Ontario,
Canada, L7M 1A3. Its telephone number is (905) 319-1111. Its fax number is
(905) 319-2627.
2
CONSULTING AGREEMENTS
On March 1, 2000, the Company entered into Consulting Agreements with
Cory Parisien and Glen Watson, pursuant to which the Company agreed to issue to
each of them 220,000 shares of Common Stock of the Company. Under the terms of
the Consulting Agreement, Cory Parisien will (i) provide advice to the Board,
from time to time as it may request, on matters relating to the promotion of the
Company; and (b) if requested by the Board, prepare and deliver to the Board the
following documents (collectively, the "Opinions"): (a) a formal proposal to
promote the Company (the "Valuation") a summary (in such form as is reasonably
satisfactory to us) and/or the full text of which may be included in any
circulation regarding the promotion; (ii) if requested by the Board, advisor
will participate in negotiations pertaining to the future promotional activity;
and (iii) will provide such other advice to the Board directly related to the
services described above as may reasonably be requested by the Board. The term
of the Consulting Agreement began on March 1, 2000, and will be effective until
October 1, 2000. Under the terms of the Consulting Agreement, Glen Watson will
(i) provide advice to the Board, from time to time as it may request, on matters
relating to the financing of the Company; for a period of up to twelve (12)
months from the date of this Agreement; (ii) if requested by the Board, prepare
and deliver to the Board, no more than once per month, the following documents
(collectively, the "Opinions"): (a) a formal valuation (the "Valuation") of the
financing alternatives of Company and, if requested by the Board, a valuation of
any non-cash consideration to be offered or forming part of the consideration
for financing, a summary and/or the full text of which may be included in any
circulation regarding each potential financing; (b) an opinion (the "Fairness
Opinion") as to the fairness from a financial point of view of each potential
financing to the shareholders of the Company, a summary and/or the full text of
which may be included in circulation regarding the financing; (c) if requested
by the Board, participate in negotiations pertaining to the consideration to be
offered by potential financiers; and (d) provide such other advice to the Board
directly related to the financial advisory services described above as may
reasonably be requested by the Board.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common Stock acquired under the Consulting
Agreements must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholders of the Company, as well as
certain other persons or parties who may be deemed to be "affiliates" of the
Company under the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the
Exchange Act generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option, he would generally be required to pay any "profits"
resulting from the sale of the stock and receipt of the stock option. The
foregoing is not intended to be a complete statement of applicable law and
should rely on its own legal counsel with respect thereto.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 100 million shares of Common Stock,
$0.001 par value. The presently outstanding shares of Common Stock are fully
paid and nonassessable. There are no shares of Preferred Stock issued and
outstanding.
COMMON STOCK
As of December 31, 1999, approximately 16,988,510 shares of Common
Stock were outstanding.
VOTING RIGHTS. Holders of shares of Common Stock are entitled to one
vote per share on all matters submitted to a vote of the shareholders. Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the shareholder votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.
DIVIDEND RIGHTS. Holders of record of shares of Common Stock are
entitled to receive dividends when and if declared by the Board of Directors
out of funds of the Company legally available therefor.
LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of
the Company, holders of shares of Common Stock are entitled to receive pro rata
all of the assets of the Company available for distribution to shareholders
after distributions are made to the holders of the Company's Preferred Stock.
Preemptive Rights. Holders of Common Stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of the Company.
3
REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is General Securities
Transfer Agency, Inc. located at 3614 Calle del Sol NE, Albuquerque, New Mexico,
87110, and their telephone number is (505) 265-6658.
DISSENTERS' RIGHTS
Under current Nevada law, a shareholder is afforded dissenters' rights
which, if properly exercised, may require the Company to purchase his shares
dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.
PREFERRED STOCK
The Company does not currently have authorization to issue preferred
stock.
LEGAL MATTERS
The legality of the securities offered hereby is being passed upon for
the Company by James B. Parsons, P.S., Bellevue, Washington, counsel to the
Company.
STATEMENT OF INDEMNIFICATION
Pursuant to Section 78.7502 of the Nevada Revised Statutes, the Company
has the power to indemnify any person made a party to any lawsuit by reason of
being a director or officer of the Company, or serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such actions suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) and (b) below are incorporated by reference
in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Company filed a 10QSB on April 9, 1999, under their
previous name, Triton Acquisition Corporation. The Company filed an 8-K, Item
5, Other Events, under their previous name, Triton Acquisition Corporation, on
May 28, 1999. The Company filed a Form S-4 on June 4, 1999. The Company's
quarterly report on Form 10-Q for the period ending September 30, 1999, filed on
January 26, 2000. The Company filed a Form 8-K, Item 4, Changes in Registrant's
Certifying Accountant, and Item 5, Other Events, and the amendment thereto,
filed on January 28, 2000. The Company's amended quarterly report on Form
10-QA, for the period ending September 30, 1999, was filed March 28, 2000. The
Company's quarterly report for the period ending June 30, 1999 on Form 10-Q,
filed March 28, 2000. The extension of time to file the Company's year end
report on Form NT 10-K, was filed March 29, 2000. The Company filed its year
end report on Form 10-KSB on April 13, 2000. The above referenced reports,
which were previously filed with the Commission are incorporated herein by
reference.
(b) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since the quarter ended September 30, 1999, covered by the
Registrant's Form 10-Q referred to in (a) above.
Item 5: INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
Item 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 78.7502 of the Nevada Revised Statutes provides that:
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors,
employees and agents: General Provisions.
5
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys'' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, the corporation shall indemnify him
against expenses, including attorneys'' fees, actually and reasonably incurred
by him in connection with the defense.
(b) Section 78.035 of the Nevada Revised Statutes provides that:
Section 78.035 Articles of Incorporation: Required Provisions. The
articles of incorporation must set forth:
1. The name of the corporation. A name appearing to be that
of a natural person and containing a given name or initials must not be used as
6
a corporate name except with an additional word or words such as "Incorporated,"
"Limited," "Inc.," "Ltd.," "Company," "Corporation" "Corp.," or other word which
identifies it as not being a natural person.
2. The name of the person designated as the corporation's
resident agent, the street address of the resident agent where process may be
served upon the corporation, and the mailing address of the resident agent if
different from the street address.
3. The number of shares the corporation is authorized to
issue and, if more than one class or series of stock is authorized, the classes,
the series and the number of shares of each class or series which the
corporation is authorized to issue, unless the articles authorize the board of
directors to fix and determine in a resolution the classes, series and numbers
of each class or series as provided in NRS 78.195 and 78.196.
4. The number, names and post office box or street addresses,
either residence or business, of the first board of directors or trustees,
together with any desired provisions relative to the right to change the number
of directors as provided in NRS 78.115.
5. The name and post office box or street address, either
residence or business of each of the incorporators executing the articles of
incorporation.
Item 8: EXHIBITS
The following documents are filed as Exhibits to this Registration
Statement:
7
4 -- Consulting Agreement with Cory Parisien
4 -- Consulting Agreement with Glen Watson
5 -- Opinion of James B. Parsons, P.S. as to the validity of the shares
being registered.
24.1 -- Consent of James B. Parsons, P.S. (included in Exhibit 5)
25 -- Power of Attorney (following signature page of Registration Statement)
Item 9: UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) 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.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
8
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 Burlington, Province of Ontario, Canada, on the
20th day of April, 2000.
LIGHT MANAGEMENT GROUP, INC.
By /s/ Donald Iwacha By: /s/ Barrington L. Simon
- ---------------------------- ------------------------
Donald Iwacha, President Barrington L. Simon, Chief Executive Officer
9
<PAGE> 1
EXHIBIT 4
LIGHT MANAGEMENT GROUP, INC.
Mr. Cory Parisien
168 Bannotyne Ave.
Winnipeg, MB R3B 0R5
Dear Mr. Parisien,
The purpose of this letter is to confirm Cory Parisien ("Advisor")
appointment by the Board of Directors of Light Management Group, Inc. ("LMGR"),
to act as financial advisor to LMGR in connection with the acquisition of
various companies and for other financial advice involving LMGR. We also
confirm our understanding and agreement that the Advisor is being retained
hereunder by and solely for the benefit of the Board of LMGR and not by any
third parties, including the Company's shareholders. In connection with our
engagement as the Company's advisor as related to the acquisition proposal, the
Advisor will provide the following services:
(a) will provide advice to the Board, from time to time as it may
request, on matters relating to the acquisitions;
(b) if requested by the Board, Advisor will prepare and deliver to the
Board the following documents (collectively, the "Opinions"): (i) a formal
valuation (the "Valuation") of the organizational structure of the candidate
and, if requested by the Board, a valuation of any non-cash consideration to
being offered or forming part of the consideration for the organization, a
summary (in such form as is reasonably satisfactory to us) and/or the full text
of which may be included in any circulation regarding the acquisition
candidates; (ii) an opinion (the "Fairness Opinion") as to the fairness from a
financial point of view of the candidate to the minority shareholders of the
Company, a summary (in such form as is reasonably satisfactory to us) and/or the
full text of which may be included in circulation regarding the acquisition
candidates; (iii) if requested by the Board, will participate in negotiations
pertaining to the consideration to be offered to the acquisition candidate; and
(iv) will provide such other advice to the Board directly related to the
financial advisory services described above as may reasonably be requested by
the Board.
1. The Opinions will be prepared in accordance with the professional
judgment of the Advisor and will comply with applicable securities law
requirements. The Advisor and its counsel will discuss with the Board and its
counsel policy requirements before delivering the Opinions. Any advice or
opinions (including the Opinions) to be provided by us hereunder will be made
subject to and will be based upon such limitations, qualifications and
reservations as the Advisor, in its judgment, deems necessary or prudent in the
circumstances.
2. None of the Opinions or any of our other oral or written opinions or
advice, (including the contents of any materials provided by the Advisor and any
oral or written presentation to the Board made by the Advisor) in connection
with this engagement is to be used, reproduced, published or distributed in
whole or in part to any third party without the prior written consent of the
Advisor (except as required by applicable securities law requirements and then
only after consultation with the Advisor). Such consent will extend only to the
disclosure of the specific Opinion in the particular document as described in
the consent, and will not extend to any subsequent disclosure in any other
document needed for circulation. Any document prepared by or on behalf of the
Board will be in form and substance satisfactory to the Advisor and its counsel
and will be provided to the Advisor and its counsel for review.
3. You and the Board further acknowledge that you and the Board,
respectively, will use your best efforts to ensure that all information
concerning the Company and the candidate will be provided to us, directly or
indirectly, orally or in writing, by you or your respective agents and advisors
in connection with the Opinions will be accurate and complete in all material
respects and will not be misleading in any material respect.
4. In connection with the performance of financial advisory services
hereunder, Advisor will keep confidential and will use only for the purpose of
performing the services described herein all information, whether written or
oral, acquired from the Board and the Company in connection with our work
hereunder, except: (iv) information which was available to the public prior to
the engagement or which thereafter becomes available to the public other than
through a breach by parties of obligations hereunder; (v) information which was
known to Advisor prior to the engagement; and (vi) information which Advisor is
required to disclose by law (including applicable securities law requirements)
or in connection with legal process or legal or regulatory proceedings.
Advisor's obligation under this section will survive the completion of this
engagement.
5. The Company will provide to Advisor current drafts and final copies, as
soon as they become available, of all disclosure documents filed or to be filed
by or on behalf of the Company. However, the Advisor will have no responsibility
for the form or content of the documentation, other than with respect to the
Opinions or summaries thereof, and the description of our services undertaken
pursuant to the terms of this engagement letter. Advisor will be entitled at any
time to withdraw, amend or supplement the Opinions in the event that Advisor
reasonably concludes that there has been a material change in the factors upon
which such Opinions are based and that, accordingly, there has been a material
change in the Valuation following the dates thereof and prior to the completion
of the acquisition.
6. In consideration for our services hereunder, the Company will pay the
Advisor Ten Thousand Shares (10,000) of LMGR stock per month, to continue until
terminated in writing by either party upon ten (10) days written notice.
7. The Company agrees to indemnify and hold the Advisor to the ful extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.
8. If Advisor is requested to perform services in addition to those
described above, the terms and conditions relating to such services will be
outlined in a separate letter agreement and the fees for such services will be
negotiated separated and in good faith and will be consistent with fees paid for
similar services.
9. The term of this agreement will be for a period beginning as of the date
of your acceptance of this Agreement and ending on October 1, 2000, unless
otherwise terminated as provided above, or extended in writing and signed by
both parties.
10. This Agreement will be governed by and construed in accordance with the
laws of the State of Nevada.
11. The invalidity or unenforceability of any provision of this Agreement
will not affect the validity or unenforceability of any other provisions of this
Agreement.
12. The Agreement resulting from acceptance of this letter constitutes the
entire agreement between the parties with respect to the services described
herein and supersedes any prior agreements or understandings made between the
parties with respect thereto. No modification or amendment to this Agreement
will be valid or binding unless set forth in writing and duly executed by the
parties hereto.
If the foregoing correctly reflects the basis upon which the Company agrees
to retain the Advisor, please sign and return one copy of this Agreement to us.
ADVISOR: LIGHT MANAGEMENT GROUP, INC.
/s/ Cory Parisien /s/ Glen R. Watson
Cory Parisien Glen R. Watson
<PAGE>
LIGHT MANAGEMENT GROUP, INC.
Suite 301, 3060 Mainway, Burlington, Ontario, Canada L7M 1A3, (905) 319-1111,
Fax (905) 319-2627
Mr. Glen Watson
2663 Eton Street
Vancouver, BC V5K 1J9
The purpose of this letter is to confirm Mr. Glen Watson's ("Advisor")
appointment by the Board of Directors of Light Management Group, Inc. ("LMG"),
for you to act as financial advisor to LMG in connection with the evaluations of
various aspects of financing the business of the Company. The Company wishes
the Advisor to do work on several matters. We also confirm our understanding
and agreement that the Advisor is being retained hereunder by and solely for the
benefit of the Board of LMG and not by any third parties, including the
Company's shareholders. In connection with our engagement as the Company's
advisor as related to the acquisition proposal, the Advisor will provide the
following services:
(a) will provide advice to the Board, from time to time as it may request,
on matters relating to the financing of the Company; for a period of up to
twelve (12) months from the date of this Agreement;
(b) if requested by the Board, Advisor will prepare and deliver to the
Board, no more than once per month, the following documents (collectively, the
"Opinions"):
(i) a formal valuation (the "Valuation") of the financing alternatives
of Company and, if requested by the Board, a valuation of any non-cash
consideration to be offered or forming part of the consideration for financing,
a summary and/or the full text of which may be included in any circulation
regarding each potential financing;
(ii) an opinion (the "Fairness Opinion") as to the fairness from a
financial point of view of each potential financing to the shareholders of the
Company, a summary and/or the full text of which may be included in circulation
regarding the financing;
(iii) if requested by the Board, we will participate in negotiations
pertaining to the consideration to be offered by potential financiers; and
(iv) will provide such other advice to the Board directly related to
the financial advisory services described above as may reasonably be requested
by the Board.
1. The Opinions will be prepared in accordance with the professional
judgment of the Advisor and will comply with applicable securities law
requirements. The Advisor and his counsel will discuss with the Board and its
counsel policy requirements before delivering the Opinions. Any advice or
opinions (including the Opinions) to be provided by us hereunder will be made
subject to and will be based upon such limitations, qualifications and
reservations as the Advisor, in his judgment, deems necessary or prudent in
the circumstances.
2. None of the Opinions or any of our other oral or written opinions or
advice, (including the contents of any materials provided by the Advisor and any
oral or written presentation to the Board made by the Advisor) in connection
with this engagement is to be used, reproduced, published or distributed in
whole or in part to any third party without the prior written consent of the
Advisor (except as required by applicable securities law requirements and then
only after consultation with the Advisor). Such consent will extend only to the
disclosure of the specific Opinion in the particular document as described in
the consent, and will not extend to any subsequent disclosure in any other
document needed for circulation. Any document prepared by or on behalf of the
Board will be in form and substance satisfactory to the Advisor and its counsel
and will be provided to the Advisor and its counsel for review.
3. You and the Board further acknowledge that you and the Board,
respectively, will use your best efforts to ensure that all information
concerning the Company and the candidate will be provided to us, directly or
indirectly, orally or in writing, by you or your respective agents and advisors
in connection with the Opinions will be accurate and complete in all material
respects and will not be misleading in any material respect.
4. In connection with the performance of financial advisory services
hereunder, Advisor will keep confidential and will use only for the purpose of
performing the services described herein all information, whether written or
oral, acquired from the Board and the Company in connection with our work
hereunder, except: (iv) information which was available to the public prior to
the engagement or which thereafter becomes available to the public other than
through a breach by parties of obligations hereunder; (v) information which was
known to Advisor prior to the engagement; and (vi) information which Advisor is
required to disclose by law (including applicable securities law requirements)
or in connection with legal process or legal or regulatory proceedings, for a
period of no more than twelve (12) months from the date of this Agreement.
5. The Company will provide to Advisor current drafts and final copies, as
soon as they become available, of all disclosure documents filed or to be filed
by or on behalf of the Company. However, the Advisor will have no responsibility
for the form or content of the documentation, other than with respect to the
Opinions or summaries thereof, and the description of our services undertaken
pursuant to the terms of this engagement letter. Advisor will be entitled at any
time to withdraw, amend or supplement the Opinions in the event that Advisor
reasonably concludes that there has been a material change in the factors upon
which such Opinions are based and that, accordingly, there has been a material
change in the financing following the dates thereof and prior to the completion
of the acquisition.
6. In consideration for our services hereunder, the Company will pay the
Advisor Two Hundred Thousand Shares (200,000) of LMG stock.
7. The Company agrees to indemnify and hold the Advisor to the full extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.
8. If Advisor is requested to perform services in addition to those
described above, the terms and conditions relating to such services will be
outlined in a separate letter agreement and the fees for such services will be
negotiated separately and in good faith and will be consistent with fees paid
for similar services.
9. The term of this agreement will be for a period beginning as of the date
of your acceptance of this Agreement and ending on April 17, 2001.
10. This Agreement and previous agreements will be governed by and
construed in accordance with the laws of the State of Nevada.
11. The invalidity or unenforceability of any provision of this Agreement
will not affect the validity or unenforceability of any other provisions of this
Agreement.
If the foregoing correctly reflects the basis upon which the Company
agrees to retain the Advisor, please sign and return one copy of this Agreement
to us.
________________________________ ____________________________
Barrington L. Simon, CEO Glen Watson, Advisor
Light Management Group, Inc.
<PAGE> 1
EXHIBIT 5
JAMES B. PARSONS, P.S.
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004
(425) 451-8036
(425) 451-8568 (fax)
April 14, 2000
Board of Directors
Light Management Group, Inc.
Suite 301, 3060 Mainway Drive
Burlington, Ontario
Canada L7M 1A3
Dear Gentlemen:
In my capacity as counsel for Light Management Group, Inc. (the
"Company"), I have participated in the corporate proceedings relative to the
authorization and issuance by the Company of a maximum of 220,000 shares of
common stock pursuant to the Consulting Agreements as set out and described in
the Company's Registration Statement on Form S-8 (File No. 333-74231) under the
Securities Act of 1933 (the "Registration Statement"). I have also participated
in the preparation and filing of the Registration Statement.
Based upon the foregoing and upon my examination of originals (or
copies certified to our satisfaction) of such corporate records of the Company
and other documents as I have deemed necessary as a basis for the opinions
hereinafter expressed, and assuming the accuracy and completeness of all
information supplied me by the Company, having regard for the legal
considerations which I deem relevant, I am of the opinion that:
(1) The Company is a corporation duly organized and validly existing
under the laws of the State of Nevada;
(2) The Company has taken all requisite corporate action and all action
required by the laws of the State of Nevada with respect to the authorization,
issuance and sale of common stock to be issued pursuant to the Registration
Statement;
(3) The maximum of 220,000 shares of common stock, when issued and
distributed pursuant to the Registration Statement, will be validly issued,
fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to my firm in the Registration
Statement.
Yours very truly,
JAMES B. PARSONS, P.S.
/s/ James B. Parsons
- - ----------------------------
<PAGE> 1
EXHIBIT 25
POWER OF ATTORNEY
Each of the undersigned hereby authorizes Donald Iwacha
as his attorney-in-fact to execute in the name of such person and
to file such amendments (including post-effective amendments) to this
Registration Statement as the Registrant deems appropriate and appoints such
person as attorney-in-fact to sign on his behalf individually and in each
capacity stated below and to file all amendments, exhibits, supplements,
post-effective amendments and acceleration requests to this Registration
Statement.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ Donald Iwacha Director April 20, 2000
- - ------------------------------------
Donald Iwacha
/s/ Ian Brock Director April 20, 2000
- - ------------------------------------
Ian Brock
/s/Barrington L. Simon Director April 14, 2000
- - ------------------------------------
Barrington L. Simon
/s/Bryan Latimer Director April 20, 2000
</TABLE>
