=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
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
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 312,000 $4.00 $1,248,000 $329.47
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.
LIGHT MANAGEMENT GROUP, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-B
<TABLE>
<CAPTION>
FORM S-8 ITEM NUMBER AND CAPTION CAPTION I
PROSPECTUS
- -------------------------------- ---------------------
<S> <C>
1. Forepart of Registration Statement and Outside Front Facing Page of
Registration
Statement and Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Cover Page of
Prospectus
and Outside Prospectus Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Not Applicable
9. Description of Securities to be Registered Consulting Agreement
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Information Incorporated
by Reference
13. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities
</TABLE>
PROSPECTUS
LIGHT MANAGEMENT GROUP, INC.
312,000 Shares of Common Stock
($.001 Par Value)
This Prospectus is part of a Registration Statement which registers an
aggregate 312,000 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
---- ----------------
Robert Creagh 150,000
Carleton T. Blake 150,000
James B. Parsons 12,000
On April 14, 2000, Consulting Agreements were entered into with
Carleton T. Blake and Robert Creagh (collectively, "Advisors") pursuant to
consulting agreements (collectively, the "Consulting Agreements"). On
March 30, 2000, a Consultant Agreement was entered into with James B. Parsons
(collectively, "Advisors") pursuant to a consulting agreement (collectively,
the "Consulting Agreements"). The Company has been advised by Advisors that
it may sell all or a portion of its 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 18, 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 312,000 shares of the
Company's Common Stock, which will be issued to Carleton T. Blake and Robert
Creagh ("Advisor") as a consultant 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 April 14, 2000, the Company entered into Consulting Agreements with
Carleton T. Blake and Robert Creagh, pursuant to which the Company agreed to
issue to each of them 150,000 shares of Common Stock of the Company. Under the
terms of the Consulting Agreements, Carleton T. Blake and Robert Creagh will
(i) provide advice to the Board, from time to time as it may request, on
matters relating to the financing of the Company; (ii) if requested by the
Board, will prepare and deliver to the Board 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 (in such form as is reasonably
satisfactory to us) 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 (in such form asis
reasonably satisfactory to us) and/or the full text of which may be included in
circulation regarding the financing; (c) if requested by the Board, we will
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. The term of the Consulting Agreement began on
April 14, 2000, and will be effective until January 1, 2001.
On March 30, 2000, the Company entered into a Consulting Agreement with
James B. Parsons, pursuant to which the Company agreed to issue to him
12,000 shares of Common Stock of the Company. Under the terms of the
Consulting Agreement, James B. Parsons will (i) provide advice to the Board,
from time to time as it may request, on matters relating to corporate legal
matters; (ii) if requested by the Board, assist the Board with the following:
(a) an evaluation of the company legal status;(b) directed work as appropriate
for the further development of appropriate legal structures as related to
acquisitions and joint ventures; and (c) Advisor will provide such other legal
advice to the Board directly related to industry standards and structures as
described above and as may reasonably be requested by the Board. The term of
the Consulting Agreement began on March 30, 2000, and will be effective until
March 31, 2001.
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
6
must not be used as 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 Carleton T. Blake
4 -- Consulting Agreement with Robert Creagh
4 -- Consulting Agreement with James B. Parsons
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
14th 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.
Suite 301, 3060 Mainway, Burlington, Ontario, Canada L7M 1A3,
(905) 319-1111, Fax (905) 319-2627
Carleton T. Blake
7017 S.W.
Portage, MI 49002
The purpose of this letter is to confirm Mr. Carleton T. Blake'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;
(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 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 (in such form as is reasonably satisfactory to us) 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 (in such form as is reasonably satisfactory to us) 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. Advisors 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 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 One Hundred Fifty Thousand Shares (150,000) 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 January 1, 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.
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.
/s/ Barrington L. Simon /s/ Carleton T. Blake
Barrington L. Simon, CEO Carleton T. Blake, Advisor
Light Management Group, Inc.
<PAGE>
LIGHT MANAGEMENT GROUP, INC.
Suite 301, 3060 Mainway, Burlington, Ontario, Canada L7M 1A3,
(905) 319-1111, Fax (905) 319-2627
Mr. Robert Creagh
4328 MacDougal Circle
Lansing, MI 48911
The purpose of this letter is to confirm Mr. Robert Creagh'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;
(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 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 (in such form as is reasonably satisfactory to us)
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 (in such form as is reasonably satisfactory to us) 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. Advisors 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 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 One Hundred Fifty Thousand Shares (150,000) 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 January 1, 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.
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.
/s/ Barrington L. Simon /s/ Robert Creagh
Barrington L. Simon, CEO Robert Creagh, Advisor
Light Management Group, Inc.
<PAGE>
LIGHT MANAGEMENT GROUP, INC.
Suite 301, 3060 Mainway, Burlington, Ontario L7M 1A3, (905) 319-1111,
(905) 319-2627 (Fax)
Mr. James B. Parsons
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004
Dear Mr. Parsons,
The purpose of this letter is to confirm James B. Parsons ("Advisor")
the appointment by the Board of Directors to act as legal advisor to Light
Management Group, Inc. (LMGR) in connection with Company issues relating to
SEC filing requirements, corporate documents, merger documents and other matters
as may relate to corporate legal concerns. The board also confirms 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 the Advisor will provide the following services
(collectively, the "Opinions"):
(a) will provide advice to the Board, from time to time as it may request,
on matters relating to corporate legal matters;
(b) if requested by the Board, Advisor will assist the Board with the
following:
(i) an evaluation of the company legal status; and
(ii) directed work as appropriate for the further development of
appropriate legal structures as related to acquisitions and joint ventures; and
(iii) Advisor will provide such other legal advice to the Board
directly related to industry standards and structures as described above and 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 legal 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:
(i) 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; (ii) information which was known to Advisor
prior to the engagement; and (iii) 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. Advisors
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.
6. In consideration for our services hereunder, the Company will pay the
Advisor Twelve Thousand Shares (12,000) of LMGR stock, at the bid price at
close of business on March 23, 2000 ($6.75) per share.
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 March 31, 2001.
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.
/s/ Barrington Simon /s/ James B. Parsons
Barrington Simon, CEO James B. Parsons, 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 312,000 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 312,000 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 14, 2000
- - ------------------------------------
Donald Iwacha
/s/ Ian Brock Director April 14, 2000
- - ------------------------------------
Ian Brock
/s/Barrington L. Simon Director April 14, 2000
- - ------------------------------------
Barrington L. Simon
/s/Bryan Latimer Director April 14, 2000
</TABLE>
