<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on June 5, 1997
File No. Commission file number: I-9418
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CyberAmerica Corporation
(Exact name of registrant as specified in its charter)
Nevada 87-0509512
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
- ------------------------------------------------------------ -----
(Address of principal executive offices) (Zip code)
1997 Stock Option Plan of CyberAmerica Corporation
(Full title of the plan)
Joseph Alfano, 4180 Flamingo Crest Dr., Las Vegas, NV 89121
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (702) 794-0395
CALCULATION OF REGISTRATION FEE
================================= --------------- ------------------------ ------------------------- =================
Title of Securities to be Amounts to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Price Registration Fee
Share(1)
================================= =============== ======================== ========================= =================
<S> <C> <C> <C> <C>
Common Stock, issuable upon 1,500,000 $345,000 $.23 $104.55
exercise of Options
================================= =============== ======================== ========================= =================
</TABLE>
(1) Bona Fide estimate of maximum offering price solely for calculating
the registration fee pursuant to Rule 457(h) of the Securities Act of
1933, based on the average bid and asked price of the registrant's
common stock as of May 27, 1997, a date within five business days
prior to the date of filing of this registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
<PAGE>
1997 Stock Option Plan of CyberAmerica Corporation
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by CyberAmerica Corporation, a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 1996.
3. The description and specimen certificate of the Common Stock contained
in the Company's Form S-18 Registration Statement filed on January 21, 1986
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's initial Form S-18 Registration Statement filed with the Commission on
January 21, 1986, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")
<PAGE>
Item 5. Interests of Named Experts and Counsel
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to members of
the board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
The Company's Restated Articles of Incorporation, specifically Article
Eight, however, eliminate the personal liability of the officers and directors
to shareholders or the corporation for money damages to the extent permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary duty so long as liability is not eliminated or limited
for acts or omissions involving intentional misconduct, fraud or a knowing
violation of law or the payment of unlawful distributions.
Section Eight of Article VI of the Company's Bylaws provides that the
Company shall indemnify its officers and directors for any liability, including
reasonable costs of defense, arising out of any act or omission of any officer
or director on behalf of the Corporation to the fullest extent allowed by the
laws of the State of Nevada.
In actions, proceedings and suits involving an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a corporation to indemnify directors or officers against actual and
reasonable expenses, including attorney fees, judgments, fines and amounts paid
in settlement. The Nevada Statute applies to actions, proceedings or suits
whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs otherwise, indemnification is permissible only if the
officer or director meets the applicable standard of conduct and indemnification
is proper under the circumstances. In civil cases, the standard of conduct
requires the officer or director to act in good faith and in a manner he or she
reasonably believes to be in or not opposed to the best interests of the
Company. In criminal cases, an officer or director meets the standard of conduct
if they had no reasonable cause to believe his or her conduct was unlawful. The
board of directors acting through a quorum of disinterested directors,
independent legal counsel designated by the board of directors, or the
shareholders shall determine whether indemnification is proper under the
circumstances. Termination of proceedings by judgment, order, settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable standard
of conduct.
<PAGE>
In actions by or in the right of the Company, the Company may indemnify
an officer or director against expenses provided he or she satisfies the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director adjudged liable to the corporation on any claim, issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability, and in light of all the circumstances, the officer or director is
fairly and reasonably entitled to indemnity for expenses.
In all proceedings, whether by or in the right of the Company or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Nevada
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Nevada Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the NRS
Section 78.751, Article VI, Section 8 of the Company's Bylaws, as amended, and
Article Eight of the Company's Restated Articles of Incorporation.
Item 7. Exemption from Registration Claimed
No restricted securities are being reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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.
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>
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 Salt Lake City, State of Utah, on June 3, 1997.
CyberAmerica Corporation
By /s/ Richard D. Surber
Richard D. Surber as President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard D. Surber with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Richard D. Surber President, CEO and Director June 3, 1997
- ------------------
Richard D. Surber
/s/Wayne R. Newton
- -------------------- Controller June 5, 1997
Wayne R. Newton
/s/Adrienne Bernstein
- ------------------- Director May 30, 1997
Adrienne Bernstein
<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1997
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CyberAmerica Corporation
(A Nevada corporation)
<PAGE>
INDEX TO EXHIBITS
Exhibits SEC Ref. No. Description of Exhibit
A 4 1997 Stock Option Plan of the Company
B 5,23(b) Opinion and consent of Counsel with respect to
the legality of the issuance of securities being
issued
C 23(a) Consent of Accountant
THE 1997 STOCK OPTION PLAN
OF
CYBERAMERICA CORPORATION
<PAGE>
THE 1997 STOCK OPTION PLAN OF CYBERAMERICA CORPORATION
CyberAmerica Corporation, a Nevada corporation (the "Company"), hereby
adopts The 1997 Stock Option Plan of CyberAmerica Corporation (the "Plan") this
28th day of February 1997. Under the Plan, the Company may grant options to
acquire the Company's common stock, par value $0.001 (the "Stock"), from time to
time to employees of the Company or its subsidiaries, all on the terms and
conditions set forth herein ("Options"). In addition, at the discretion of the
Board of Directors, Options may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the
success of the Company or its subsidiaries but are not employees of the Company
or its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.
1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Options.
2. Administration of this Plan. Administration of this Plan shall be
determined by the Company's Board of Directors (the "Board"). Subject to
compliance with applicable provisions of the governing law, the Board may
delegate administration of this Plan or specific administrative duties with
respect to this Plan on such terms and to such committees of the Board as it
deems proper (hereinafter the Board or its authorized committee shall be
referred to as "Plan Administrators"). The interpretation and construction of
the terms of this Plan by the Plan Administrators thereof shall be final and
binding on all participants in this Plan absent a showing of demonstrable error.
No member of the Plan Administrators shall be liable for any action taken or
determination made in good faith with respect to this Plan. Any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of one and one-half million
(1,500,000) shares of Stock may be subject to, or issued pursuant to, Options
granted under this Plan. If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is
granted under the terms of this Plan, the Company will reserve for issuance the
number of shares of Stock subject to such Option until it is exercised or
expires. The Company may reserve either authorized but unissued shares or issued
shares reacquired by the Company.
<PAGE>
5. Eligibility. The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Term of Options and Certain Limitations on Right to Exercise.
a. Each Option shall have its term established by the Plan
Administrators at the time the Option is granted.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of
the Option.
c. Unless otherwise specifically provided by the written provisions of
the Option or required by applicable disclosure or other legal
requirements promulgated by the Securities and Exchange Commission
("SEC"), no participant of this Plan or his or her legal
representative, legatee, or distributee will be, or shall be deemed to
be, a holder of any shares subject to an Option unless and until such
participant exercises his or her right to acquire all or a portion of
the Stock subject to the Option and delivers the required
consideration to the Company in accordance with the terms of this Plan
and then only as to the number of shares of Stock acquired. Except as
specifically provided in this Plan or as otherwise specifically
provided by the written provisions of the Option, no adjustment to the
exercise price or the number of shares of Stock subject to the Option
shall be made for dividends or other rights for which the record date
is prior to the date on which the Stock subject to the Option is
acquired by the holder.
d. Options shall vest and become exercisable at such time or times and
on such terms as the Plan Administrators may determine at the time of
the grant of the Option.
e. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of its
term.
g. Options shall be non-transferable, except by the laws of descent
and distribution.
7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.
8. Payment of Exercise Price. The exercise of any Option shall be contingent
on receipt by the Company of the exercise price paid in either cash, certified
or personal check payable to the Company.
<PAGE>
9. Withholding. If the grant or exercise of an Option is subject to
withholding or other trust fund payment requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), or applicable state or local laws, the
Company will initially pay the Optionee's liability and will be reimbursed by
Optionee no later than six months after such liability arises and Optionee
hereby agrees to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 1.5 millionth share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.
ATTEST:
/s/ Richard D. Surber
- -------------------------------
Richard D. Surber, President and CEO
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
(To be signed only upon exercise of Option)
TO: CyberAmerica Corporation
The undersigned, the owner of the attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder ______________ shares of
Common Stock of CyberAmerica Corporation and herewith pays for the shares in the
manner specified in the Option. The undersigned requests that the certificates
for such shares be delivered to them according to instructions indicated below.
If such shares are not all of the shares purchasable under the Option, the
undersigned further requests that a new option certificate be issued and
delivered to the undersigned for the remaining shares purchasable under the
Option.
DATED this ________ day of ______________, 199__.
By:_____________________________
Instructions for delivery:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TRENT J. WADDOUPS
Attorney at Law 1269 EAST 100 SOUTH, #5 Telephone (801) 363-0888
Admitted only in Utah SALT LAKE CITY, UTAH 84102 Facsimile (801) 363-8512
May 13, 1997
CYBERAMERICA CORPORATION
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
To the Board of Directors of CYBERAMERICA CORPORATION:
CYBERAMERICA CORPORATION, a Nevada corporation ("CYAA"), is planning to
prepare and file a registration statement on Form S-8 ("Registration Statement")
with the Securities and Exchange Commission ("SEC"). In connection with the
filing of the Registration Statement, you have requested my opinion on the
shares of common stock to be issued upon the exercise of options granted
pursuant to the Registration Statement and the 1997 Stock Option Plan of
CyberAmerica Corporation ("Option Plan").
This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in Accord,
and this Opinion should be read in conjunction therewith.
In connection with the preparation of this Opinion, I have examined the
following:
1. Articles of Incorporation and Bylaws of CYAA as provided in
CYAA's corporate book;
2. The Form S-8 Registration Statement and Section 10(a) Prospectus
3. February 28, 1997 Resolution of the Board of Directors through
which the filing of the Registration Statement was approved; and
4. CYAA's 1997 Stock Option Plan.
In expressing the opinions set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to me by CYAA. I have assumed the correctness of all
statements of fact contained therein. I assumed that the information provided to
me by CYAA is correct and that there are shares available to be issued pursuant
to the Option Plan. I have further assumed the genuineness of signatures (both
manual and conformed), the authenticity of documents submitted as originals, the
conformity to originals of all copies or faxed copies and the correctness of all
such documents. This opinion is conditioned on all of these assumptions being
correct.
Based upon the above examination and to the best of my knowledge, I am
of the opinion that the options to be granted under the Option Plan as well as
the shares of CYAA's common stock, par value $0.001, to be issued upon the valid
and proper exercise of such options (including the payment of any applicable
exercise price) will be validly issued, fully paid and nonassessable provided
all options under the Option Plan are granted to employees, directors, officers,
or consultants of CYAA. Such options and common stock must be granted/issued in
full requirements of the Securities Act of 1933 concerning Form S-8 registration
statements, including the requirement that such options not be issued as
consideration for services involving a capital raising transaction. Moreover,
CYAA has represented to me that an appropriate reoffer prospectus, as defined by
the Securities Act of 1933, shall be filed prior to any sale of control
securities granted or issued pursuant to the Option Plan. This opinion is
conditioned upon the above requirements being met.
<PAGE>
The opinion set forth above is predicated upon and limited to the
correctness of the assumptions set forth therein and in the Accord, and is
further subject to qualifications, exceptions, and limitations set forth below:
A. Certain of the remedial provisions of the Option Plan may be
further limited or rendered unenforceable by other applicable
laws and interpretations.
B. I expressly except from the opinion set forth herein any opinion
as to whether or to what extent a Nevada court or any other court
would apply Nevada law, or the law of any other state or
jurisdiction, to any particular aspect of the transaction that
are the subject of the opinion herein contained.
C. To the extent any opinion set forth above is qualified by
reference to my knowledge, my knowledge is based solely upon (i)
my examination of the items set forth in Paragraphs (1) through
(4) above, and (ii) what was in my then-current consciousness.
D. My responsibilities under and with respect to the Opinion and the
opinion expressed herein shall at all times and in all respects
be governed by and construed solely in accordance with Utah law,
which law shall not include any provision or construction of Utah
law that would require the application of the law of any other
state or jurisdiction.
E. In rendering the opinion that the shares of CYAA's common stock
to be registered pursuant to the Registration Statement and the
Option Plan will be validly issued, fully paid an nonassessable,
I assumed that: (1) CYAA's board of directors will exercise good
faith in the establishment of the value paid for the options to
be granted under the Option Plan; (2) All issuances and
cancellations of the capital stock of the corporation will be
fully and accurately reflected in the corporation's Stock Records
as provided by CYAA's transfer agent; and (3) The consideration,
as determined by CYAA's Board of Directors, to be received in
exchange for each issuance of common stock of the corporation
will be paid in full and will actually be received by the
corporation.
F. The opinion set forth herein, insofar as it relates to specific
agreements or documents, relates to the specified agreements or
documents and to the exhibits or schedules referred to in this
Opinion and attached to such agreements or documents at the time
of my examination of such agreements or documents. Said opinion
does not extend to documents, agreements, or instruments referred
to in said agreements or documents (even if incorporated therein
by reference), or to any exhibits, annexes, or schedules that are
not identified in this Opinion.
G. I expressly except from the opinion set forth herein any opinion
concerning the need for or compliance by any party, and in
particular by CYAA, with the provisions of the securities laws,
regulations, and/or rules of the United States of America, the
State of Utah, the State of Nevada or any other jurisdiction.
This Opinion may be relied upon by you only in connection with the
Transaction as that term is defined in the Accord and may not be used or relied
upon by you or any other person for any purpose whatsoever, except to the extent
authorized in the Accord, without in each instance my prior written consent.
Very truly yours
/s/ Trent J. Waddoups
---------------------
Trent J. Waddoups
Attorney at Law
Andersen Andersen & Strong, L.C. 941 East 3300 South, Suite 202
Certified Public Accountants Salt Lake City, Utah 84106
and Business Consultants Telephone: 801-486-0096
Member SEC Practice Section of the AICPA Fax: 801-486-0098
E-mail K Andersen @msn.com
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
May 21, 1997
CyberAmerica Corporation
Salt Lake City, Utah
We do hereby consent to the use of our audit report as of and for the year ended
December 31, 1996 dated April 14, 1997 in the Form S-8 Registration Statement of
CyberAmerica Corporation.
/s/Andersen Andersen & Strong
-----------------------------
Andersen Andersen & Strong
A member of ACF International with affiliated offices worldwide
