<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TECON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Utah 87-0419571
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
455 East 500 South, Suite 205
Salt Lake City, Utah 84101
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(Address of Principal Executive Offices)
(801) 363-7411
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
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(Full Title of the Plan)
Sheryl Ross
455 East 500 South, Suite 205
Salt Lake City, Utah 84101
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(Name and Address of Agent for Service)
(801) 363-7411
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit Offering Price Fee
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$0.001 par
value common
voting stock 600,000 $0.033 $19,800 $5.50
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PART I
Item 1. Plan Information.
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Plan.
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A copy of the Consultant Compensation Agreement No. 1 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
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Copies of the Plan, 10-KSB Annual Report of the Registrant for the
fiscal year ended March 31, 1998, all 10-QSB Quarterly Reports, any Current
Reports and/or proxy or information statements filed with the Securities and
Exchange Commission (the "Commission") during the past twelve months have been
provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any
such participant or person purchasing any of the securities registered hereby
copies of all of such documentation. Requests should be directed to Sheryl
Ross, President, at the address and telephone appearing on the Cover Page of
this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site: www.sec.gov.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended March 31, 1998, filed with the Commission on or
about March 11, 1999;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue two classes of securities,
being comprised of $0.001 par value common voting stock (300,000,000 shares
authorized) and $0.001 par value preferred stock (5,000,000 shares
authorized).
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities and distribution of any preferential amount to preferred
stockholders, as fixed by the Board of Directors of the Registrant. Payment
of dividends to common stockholders is subject to a preferential dividend
right of the preferred stockholders. Preferred stockholders have no voting
rights except as to such matters as the Utah Revised Business Corporation Act
(the "Utah Act") specifically requires the consent of preferred stockholders.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no shares of common stock of the Registrant
and is not deemed to be an affiliate of the Registrant or a person associated
with an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Section 16-10a-902(1) of the Utah Act authorizes a Utah
corporation to indemnify any director against liability incurred in any
proceeding if he or she acted in good faith and in a manner he or she
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 or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from
indemnifying a director in a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or
in a proceeding in which the director was adjudged liable on the basis that
he or she improperly received a personal benefit. Otherwise, Section
16-10a-902(5) allows indemnification for reasonable expenses incurred in
connection with a proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section
16-10a-905 authorizes a director to apply for indemnification to the court
conducting the proceeding or another court of competent jurisdiction.
Section 16-10a-907(1) extends this right to officers of a corporation as
well.
Unless limited by the Articles of Incorporation, Section
16-10a-903 requires that a corporation indemnify a director who was
successful, on the merits or otherwise, in defending any proceeding to which
he or she was a party against reasonable expenses incurred in
connection therewith. Section 16-10a-907(1) extends this protection to
officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he
or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16- 10a-907(2)
extends this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Act, Section 16-10a-908
allows the corporation to purchase and maintain insurance on his or her
behalf against liability resulting from his or her corporate role.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla McReynolds,
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Response Letters
Participant Letter
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 3-31-99 By /s/ Sheryl Ross
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Sheryl Ross, President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Date: 3-31-99 By /s/ Sheryl Ross
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Sheryl Ross, President and Director
Date: 3-31-99 By /s/ Bradley C. Burningham
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Bradley C. Burningham, Vice President and
Director
Date: 3/31/99 By /s/ Shelley Goff
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Shelley Goff, Secretary/Treasurer and
Director
<PAGE>
Securities and Exchange Commission File No. 2-97869-D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TECON, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla McReynolds,
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Response Letters
Participant Letter
(Letterhead of Branden T. Burningham, Esq.)
March 30, 1999
Tecon, Inc.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Tecon, Inc., a Utah corporation
Board of Directors:
As counsel for Tecon, Inc., a Utah corporation (the
"Company"), and in connection with the issuance of 600,000 shares of the
Company's $0.001 par value common stock (the "Securities") to four individual
consultants (the "Consultants") pursuant to a written compensation agreement,
a copy of which is incorporated herein by reference ("Consultant Compensation
Agreement No. 1" [the "Plan"]), I have been asked to render an
opinion as to the legality of these Securities, which are to be covered by a
Registration Statement to be filed by the Company on Form S-8 of the
Securities and Exchange Commission (the "Commission"), and as to which this
opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan. In this respect, I am
relying on the written representations of the plan participants, which
representations accompany the Plan.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the fiscal year ended March 31,
1998, filed with the Commission on or about March 11, 1999;
4. 10-QSB Quarterly Reports for the past twelve months;
5. A copy of the Plan;
6. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's agent; and
7. Correspondence with the four Consultants regarding the type of
services rendered and to be rendered, and Securities Act Release No. 33-7646,
dated February 25, 1999, and their respective responses to my letter to the
participants.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that (i) the recipients of
these Securities under the Plan will have paid the consideration required
under the terms of the Plan prior to the issuance of the Securities; (ii) that
none of the services performed by the recipients shall be related to "capital
raising" transactions; (iii) the Securities will not be issued until the
closing of an Agreement and Plan of Reorganization between the Company,
BuyIt.com, a California corporation ("BuyIt"), and the stockholders and
subscribers to purchase shares of common stock of BuyIt (the "BuyIt Plan"), as
the Plan makes the issuance of the Securities subject to the closing of such a
transaction; and (iv) the Securities will not constitute more than 10% of the
total issued and outstanding shares of common stock of the Company following
the issuance of all shares required to be issued under the BuyIt Plan.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Utah Revised Business Corporation Act.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Utah and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham
(Letterhead of Branden T.. Burningham, Esq.)
March 30, 1999
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Tecon, Inc., a Utah corporation (the
"Registrant"), SEC File No. 2-97869-D, to be filed on or
about April 1, 1999, covering the registration
and issuance of 600,000 shares of common stock to four
individual consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
<PAGE>
[Letterhead of Mantyla McReynolds]
March 31, 1999
United States Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Tecon, Inc., a Utah corporation (the
"Registrant"), SEC File No. 2-97869-D, to be filed on or
about March 31, 1999, covering the registration
and issuance of 600,000 shares of common stock to four
individual consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended
March 31, 1998 and 1997, dated July 15, 1998, in the above-referenced
Registration Statement. We also consent to the use of our name as experts in
such Registration Statement.
Sincerely,
/s/ Mantyla McReynolds
MANTYLA MCREYNOLDS
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 30th day of March, 1999, among Tecon, Inc., a Utah corporation ("Tecon");
and the following individuals who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "A" through "D" hereof: Thomas J. Howells; Jeffrey D. Jenson;
Duane S. Jenson; and Travis Jenson (collectively, the "Consultants").
WHEREAS, the Board of Directors of Tecon has adopted a
written compensation agreement for compensation of four individual Consultants
who are natural persons; and
WHEREAS, Tecon has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request
and subject to the approval of the management of Tecon; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages and
exhibits thereto; and
WHEREAS, Tecon and the Consultants intend that this Plan
and the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Tecon may issue "freely tradeable" shares (except as may
be limited by "affiliate" status) of its common stock as payment for services
rendered pursuant to an S-8 Registration Statement to be filed with the
Commission by Tecon;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Tecon hereby employs the Consultants and the
consultants hereby accept such employment, and have and will perform the
services requested by management of Tecon to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
Tecon harmless therefrom; it is understood and agreed that the value of all
such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Tecon.
1.3 Term. All services performed at the request of Tecon by
the Consultants shall have been performed within 120 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 120 day
period by written agreement of Tecon and any of the Consultants.
1.4 Payment. Tecon and the Consultants agree that Tecon
shall pay the invoices of the Consultants for the services performed under
this Plan by the issuance of shares of its common stock at a price of $0.033
per share; provided, however, such shares of common stock shall be issued
pursuant to and shall be subject to the filing and effectiveness of a
Registration Statement on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Tecon with a written invoice detailing the services duly performed.
Such invoice shall be paid by Tecon in accordance with Section 1.4 above,
subject to (i) the satisfaction of the management of Tecon that the services
have been performed, and to the extent performed, that the performance was in
a satisfactory manner; and (ii) prior completion of an Agreement and Plan of
Reorganization between Tecon, BuyIt.com, a California corporation ("BuyIt"),
and the stockholders and subscribers to purchase shares of common stock of
BuyIt (the "BuyIt Plan"). The submission of an invoice for the services
performed by each of the Consultants shall be deemed to be a subscription by
the respective Consultants to purchase shares of common stock of Tecon at
the price outlined in Section 1.4 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission, and the prior completion of the BuyIt Plan.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of Tecon that may be issued by Tecon for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Tecon shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Tecon, and subject to the filing and effectiveness
of a Registration Statement on Form S-8 of the Commission covering such
shares, and the prior completion of the BuyIt Plan, one or more stock
certificates representing such shares shall be delivered to the respective
Consultants at the addresses listed on the Counterpart Signature Pages, unless
another address shall be provided to Tecon in writing prior to the issuance of
such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Tecon and the Consultants agree that the per share price
of shares of common stock that may be issued by Tecon to the Consultants
for services performed under this Plan has been arbitrarily set by Tecon;
however, in the event Tecon shall undergo a merger, consolidation,
reorganization, or recapitalization other than the BuyIt Plan, declare a stock
dividend of its shares of common stock or cause to be implemented a forward or
reverse stock split (other than in connection with the BuyIt Plan) which
affects the present number of issued and outstanding shares of common stock of
Tecon prior to the issuance of shares to the Consultants, that the per share
price and the number of shares issuable to the Consultants for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions. The Plan is subject to the following
conditions, to-wit:
(a) The shares to be issued under the Plan shall be issued only
upon the prior completion of the BuyIt Plan;
(b) The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and outstanding shares
of common stock of the Company following the completion of the BuyIt Plan.
Section 2
Representations and Warranties of Tecon
Tecon represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Tecon is a corporation duly organized,
validly existing and in good standing under the laws of the State of Utah
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Tecon has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Tecon may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Tecon.
2.3 Registration Statement on Form S-8. Tecon shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Tecon; and Tecon will provide to the Consultants prior to the
issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Tecon shall fully comply with any and all federal or state securities laws,
rules and regulations governing the issuance of any such shares of common
stock.
2.5 Limitation on Services. Tecon shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Tecon is required to file
reports with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Tecon has or will file
with the Commission all reports required to be filed by it forthwith, and
shall continue to file such reports with the Commission so long as required,
but for a period of not less than one year; and such reports are or will be
true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Tecon has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by Tecon
hereunder have been duly authorized by all requisite corporate action on the
part of Tecon, and this Plan constitutes a valid and binding obligation of
Tecon and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Tecon.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Tecon as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Tecon for the services performed pursuant to this Agreement.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Accredited Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Tecon, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, they are "accredited investors" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Tecon, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Tecon is a suitable investment
for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Tecon shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Tecon and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of Tecon to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may
be terminated (1) by mutual consent of Tecon and the respective Consultants
in writing; (2) by either the Directors of Tecon or the respective
Consultants if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party; and (3) shall automatically
terminate at the expiration of the term hereof, provided, however, all
representations and warranties shall survive the termination hereof; provided,
further, however, that any obligation of Tecon to pay for any services
actually rendered by the Consultants hereunder shall survive any such
termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Tecon: 455 East 500 South, Suite 205
Salt Lake City, Utah 84111
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this
Plan are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Utah, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Tecon nor the Consultants can
assign any rights, duties or obligations under this Plan, and in the event of
any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
TECON, INC.
By /s/ Sheryl Ross
---------------------------
Sheryl Ross, President and Director
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Tecon, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Thomas J. Howells
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 4-1-99 /s/ Thomas J. Howells
------ ---------------------
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 150,000
to Tecon as payment of the option price $ 4,950
<PAGE>
EXHIBIT A-1
March 31, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Tecon, Inc., a Utah corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as a consultant to the Company:
Prepared due diligence for the Company's auditor, Mantyla
McReynolds.
Prepared quarterly interim financial statements.
Prepared Form 10QSB quarterly reports for the periods ended 12-31-
97, 6-30-98, 9-30-98 and 12-31-98, as filed with the Securities
and Exchange Commission.
Prepared and filed Form 10KSB's for the fiscal year ending March
31, 1998.
I further acknowledge that I have received your letter dated March 30,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Thomas J. Howells
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Tecon, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Jeffrey D. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 4-1-99 /s/ Jeffrey D. Jenson
------ ---------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 150,000
to Tecon as payment of the option price $ 4,950
<PAGE>
EXHIBIT "B-1"
March 31, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Tecon Inc., a Utah corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as a consultant to the Company from March 1996 to present:
Traveled to Washington State
Traveled to New York, NY on February 24-26, 1999 to meet with
associates and finders of BuyIt.
Prepared Memorandum of Understanding between Tecon, Inc., and
BuyIt.com.
Consulted with the previous Officers and Director of the Company
with regard to bringing the company back into good standing,
retaining an auditor to bring audited financial statements up to
date, completing all necessary SEC filings, etc.
I further acknowledge that I have received your letter dated March 30,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Jeffrey D. Jenson
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Tecon, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Duane S. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 4-1-99 /s/ Duane S. Jenson
------ -------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit C-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 150,000
to Tecon as payment of the option price $ 4,950
<PAGE>
EXHIBIT "C-1"
March 31, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Tecon, Inc., a Utah corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as a consultant to the Company from April 1996 to present:
Review numerous other business plans and completed due diligence
on several other companies prior to completing a memorandum of
understanding with BuyIt.com.
Traveled to California on February 17, 1998 to meet with BuyIt
management and perform initial due diligence.
Daily correspondence with BuyIt officers and legal council for the
past two months.
Facilitated correspondence with the Company's legal counsel,
Leonard W. Burningham, Esq.
I further acknowledge that I have received your letter dated March 30,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Duane S. Jenson
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Tecon, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Travis T. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 4-1-99 /s/ Travis T. Jenson
------ --------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit D-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 150,000
to Tecon as payment of the option price $ 4,950
<PAGE>
EXHIBIT "D-1"
March 31, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Tecon, Inc., a Utah corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered
while serving as a consultant to the Company from April 1996 to present:
Maintained the corporations books and records.
Correspondence with CUSIP Service Bureau.
Maintained correspondence with the Company's Officers and Board of
Directors.
Traveled to New York City, NY February 24-26 to meet with
associates/finders of BuyIt regarding transaction.
Facilitated all corporate correspondence.
Ensured all taxes were kept current.
I further acknowledge that I have received your letter dated March 30,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/s/ Travis T. Jenson
<PAGE>
March 30, 1999
Duane S. Jenson
Jeffrey D. Jenson
Travis Jenson
Thomas Howells
Via Facsimile
Re: Issuance of compensatory shares of common stock of
Tecon, Inc., a Utah corporation (the "Company"), to
each of you, as consultants or employees, to be
registered on Form S-8 of the Securities and Exchange
Commission
Gentlemen:
I represent the Company and have been engaged to prepare a
Registration Statement on Form S-8 of the Securities and Exchange Commission
for the registration of the securities to be issued to you under a written
compensation agreement to be prepared by this office.
I have prepared a brief Memorandum of the proposed amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the
types of services you are to render, and please facsimile me a copy your typed
comments (I cannot scan hand written notations for an EDGAR filing),
indicating, if applicable, that these prohibitions do not relate to you or the
services you are to render.
With respect to services, I would like a detailed explanation of
all "non-capital raising" services rendered, including dates, if applicable,
and any "due diligence" report concerning BuyIt.com.
You cannot be paid in securities on an S-8 Registration Statement
to raise funds or promote the stock of the reorganized company or BuyIt.com.
Thank you very much.
Yours very sincerely,
/s/ Branden T. Burningham
Branden T. Burningham
cc. Tecon, Inc.
