<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MILLER PETROLEUM, INC.
----------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2072206
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
3651 Baker Highway
Huntsville, Tennessee 37756
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(Address of Principal Executive Offices)
(423) 663-9457
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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)
Deloy Miller
3651 Baker Highway
Huntsville, Tennessee 37756
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(Name and Address of Agent for Service)
(423) 663-9457
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 300,000 $0.01 $3,000 $100
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1 Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's Annual Report on Form 10-K for the calendar
year ended December 31, 1995;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of such fiscal year;
(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.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.0001 par value common voting stock.
The holders of the $0.0001 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.
Item 5. Interest of Named Experts and Counsel.
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Leonard W. 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 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; however, Mr. Burningham is to receive 26,513 of
the shares of the Registrant's common stock being registered hereby. See Item
8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Section 145 of the Delaware General Corporation Law allows a
corporation to indemnify any director, executive officer, employee or agent of
a corporation in any civil or criminal proceeding by reason of service in such
capacity if the person to be indemnified conducted himself or herself in good
faith and in a manner 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 the conduct was unlawful. The
foregoing is only a brief summary of the right of indemnification allowed a
corporation under the Delaware General Corporation Law, and is modified in its
entirety by this reference.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None; not applicable.
Item 8. Exhibits.
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Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds & Associates
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
Item 9. Undertakings.
- ----------------------
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:
By: /s/ Deloy Miller
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 1/10/97. By: /s/ Deloy Miller
President and Director
Date: 1/10/97. By: /s/ Lawrence LaRue
Secretary/Treasurer and Director
<PAGE>
Securities and Exchange Commission File No. 33-2249-FW
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SUMMA VEST, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds & Associates
Certified Public Accountants
99 Consultant Compensation Agreement No. 1
<PAGE>
(Letterhead of Leonard W. Burningham, Esq.)
December 20, 1996
Triple Chip Systems, Inc.
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Triple Chip Systems, Inc., a Delaware corporation
Board of Directors:
As counsel for Triple Chip Systems, Inc., a Delaware corporation
(the "Company"), and in connection with the issuance of 300,000 shares of the
Company's $0.0001 par value common stock (the "Securities") to nine individual
consultants (the "Consultants") pursuant to a written compensation Agreement,
a copy of which is incorporated herein by reference (the "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, I am also a participant in the Plan.
As you are also 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 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. By-laws;
3. Annual Report on Form 10-KSB for the year ended December
31, 1995;
4. Quarterly Reports on Form 10-QSB for the past twelve months;
5. A copy of the Plan; and
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.
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 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, and that none of
the services performed by the recipients shall be related to "capital raising
transactions.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 6, 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. 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 Delaware 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/ Leonard W. Burningham
cc: Triple Chip Systems, Inc.
<PAGE>
(Letterhead of Leonard W. Burningham, Esq.)
December 20, 1996
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 Triple Chip Systems, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 33-2249-FW, to be filed on or
about December 20, 1996, covering the registration and
issuance of 300,000 shares of common stock to nine
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/ Leonard W. Burningham
cc: Triple Chip Systems, Inc.
<PAGE>
[Letterhead of Mantyla, McReynolds & Associates]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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December 20, 1996
Triple Chip Systems, Inc.
1787 East Ft. Union Blvd., #106
Sandy, Utah 84121
Re: Consent to be named in the S-8 Registration Statement
of Triple Chip Systems, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 33-2249-FW, to be filed on
or about December 20, 1996, covering the registration
and issuance of 300,000 shares of common stock to nine
individual consultants
Gentlemen:
We hereby consent to the use of our report dated February 5, 1996, in
the above referenced Registration Statement. We also consent to the use of
our name as experts in such Registration Statement.
/s/ Mantyla, McReynolds & Associates
Certified Public Accountants
cc: Triple Chip Systems, Inc.
<PAGE>
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
20th day of December, 1996, among Triple Chip Systems, Inc., a Delaware
corporation ("Triple Chip"); and M. E. Ratliff, Leonard W. Burningham, Duane
S. Jenson, Jeffrey D. Jenson, Travis T. Jenson, Thomas Howells, Deloy Miller,
Garth Low and William Skokos, who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "A," "B," "C," "D," "E," "F," "G," "H" and "I" hereof
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Triple Chip has adopted a
written compensation agreement for compensation of nine individual Consultants
who are natural persons; and
WHEREAS, Triple Chip 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 Triple Chip; and
WHEREAS, a general description of the nature of the services
performed by the Consultants and the maximum value of such services under this
Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Triple Chip 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 Triple Chip may issue "freely tradeable" shares of its
common stock as payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Triple Chip,
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Triple Chip hereby employs the Consultants and
the Consultants hereby accept such employment, and have and will perform the
services requested by management of Triple Chip 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 Triple
Chip 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 Triple Chip.
1.3 Term. All services performed at the request of Triple Chip
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 Triple Chip and any of the Consultants.
1.4 Payment. Triple Chip and the Consultants agree that Triple
Chip 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
$0.01 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 Triple Chip with a written invoice detailing the services duly
performed. Such invoice shall be paid by Triple Chip in accordance with
Section 1.4 above, subject to the satisfaction of the management of Triple
Chip that the services have been performed, and to the extent performed, that
the performance was in a satisfactory manner. 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 Triple Chip 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.
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 Triple Chip that may be issued by Triple Chip 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
Triple Chip 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 Triple Chip, and subject to the filing and
effectiveness of a Registration Statement on Form S-8 of the Commission
covering such shares, 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
Triple Chip in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Triple Chip and the Consultants agree that the per share
price of shares of common stock that may be issued by Triple Chip to the
Consultants for services performed under this Plan has been arbitrarily set by
Triple Chip; however, in the event Triple Chip shall undergo a merger,
consolidation, reorganization, recapitalization, declare a stock dividend of
its shares of common stock or cause to be implemented a forward or reverse
stock split which affects the present number of issued and outstanding shares
of common stock of Triple Chip 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 Precedent to the Issuance of Securities Under the
Plan.
a. The total number of securities to be issued under the
Plan shall not exceed 10% of the outstanding
securities of Triple Chip on the date of issuance; and
b. No securities shall be issued under this Plan unless
Triple Chip completes the reorganization currently
being negotiated with Miller Petroleum, Inc., a
Tennessee corporation.
Section 2
Representations and Warranties of Triple Chip
Triple Chip represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Triple Chip is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware 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 Triple Chip
has duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Triple Chip 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 Triple Chip.
2.3 Registration Statement on Form S-8. Triple Chip 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 such 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 such Registration Statement shall become
effective immediately upon its filing; such Registration Statement shall be
prepared at the sole cost and expense of Triple Chip; and Triple Chip 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.
Triple Chip 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. Triple Chip 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. Triple Chip is required to
file reports with the Commission pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Triple Chip has or will
file with the Commission all reports required to be filed by it forthwith, and
such reports are or will be true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Triple Chip 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 Triple
Chip hereunder have been duly authorized by all requisite corporate action on
the part of Triple Chip, and this Plan constitutes a valid and binding
obligation of Triple Chip and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Triple Chip.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Triple Chip as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Triple Chip 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 Sophisticated 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
Triple Chip, 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.
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 Triple Chip, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Triple Chip 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
Triple Chip 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
Triple Chip 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 Triple Chip 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 Triple Chip and the respective Consultants
in writing; (2) by either the Directors of Triple Chip 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 Triple Chip 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 Triple Chip: Triple Chip, Inc.
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
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 Delaware, 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 Triple Chip 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.
TRIPLE CHIP SYSTEMS, INC., a Delaware
corporation
Date: 12/20/96 By /s/ Jeffrey D. Jenson, President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
M. E. Ratliff
603 Main Avenue, #500
Knoxville, Tennessee 37902
Date: 12/20/96. /s/ M. E. Ratliff
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 139,534
including negotiations and consultation
respecting the reorganization currently $1,395
being negotiated with Miller Petroleum,
Inc., a Tennessee corporation
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Date: 12/20/96. /s/ Leonard W. Burningham
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 26,513 shares
$265
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Duane S. Jenson
1787 East Ft. Union Blvd., Suite 106
Salt Lake City, Utah 84121
Date: 12/20/96. /s/ Duane S. Jenson
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 41,419 shares
including negotiations and consultation
respecting the reorganization currently $414
being negotiated with Miller Petroleum,
Inc., a Tennessee corporation
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Jeffrey D. Jenson
1787 East Ft. Union Blvd., Suite 106
Salt Lake City, Utah 84121
Date: 12/20/96. /s/ Jeffrey D. Jenson
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 41,417 shares
including negotiations and consultation
respecting the reorganization currently $414
being negotiated with Miller Petroleum,
Inc., a Tennessee corporation
<PAGE>
EXHIBIT "E"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Travis T. Jenson
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
Date: 12/20/96 /s/ Travis T. Jenson
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 20,709 shares
in connection with the reorganization
being negotiated with Miller Petroleum, $207
Inc., a Tennessee corporation
<PAGE>
EXHIBIT "F"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Thomas Howells
1787 East Ft. Union Blvd., #106
Salt Lake City, Utah 84121
Date: 12/20/96. /s/ Thomas Howells
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 2,500 shares
in connection with the reorganization
being negotiated with Miller Petroleum, $25
Inc., a Tennessee corporation
<PAGE>
EXHIBIT "G"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Deloy Miller
3651 Baker Hwy.
P. O. Box 130
Huntsville, Tennessee 37756
Date: 12/20/96. /s/ Deloy Miller
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting service 20,932 shares
in connection with the reorganization
being negotiated with Miller Petroleum, $209
Inc., a Tennessee corporation
<PAGE>
EXHIBIT "H"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
Garth Low
2023 South Main Street, #D-2
Bountiful, Utah 84010
Date: 12/20/96. /s/ Garth Low
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 3,488 shares
in connection with the reorganization
being negotiated with Miller Petroleum, $34.80
Inc., a Tennessee corporation
<PAGE>
EXHIBIT "I"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Triple Chip and the undersigned Consultant
is executed as of the date set forth hereinbelow.
Consultant:
William Skokos
P. O. Box 901952
Sandy, Utah 84090
Date: 12/20/96. /s/ William Skokos
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising consulting services 3,488 shares
in connection with the reorganization
being negotiated with Miller Petroleum, $34.80
Inc., a Tennessee corporation
