FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIRTUALSELLERS.COM, INC.
(Exact name of Registrant as specified in its charter)
CANADA 36-4205042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
290 - 171 WATER STREET
VANCOUVER, BRITISH COLUMBIA
V6B 1A7
TELEPHONE: (604) 893-1513
(Address of Principal Executive Offices)
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EMPLOYMENT AGREEMENT
(Full title of the plan)
DENNIS SINCLAIR, PH.D.
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
VIRTUALSELLERS.COM, INC.
290 - 171 WATER STREET
VANCOUVER, BRITISH COLUMBIA
V6B 1A7
TELEPHONE: (604) 893-1513
With a copy to:
BERNARD PINSKY, CLARK, WILSON
SUITE 800 - 885 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3H1
TELEPHONE NO.: (604) 643-3153, FACSIMILE NO.: (604) 687-6314
(Name and address of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Unit Price Registration Fee
- --------------------- ------------------ ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 N/A N/A $ 64(1)
<FN>
(1) The Registration Fee is calculated on the average of the bid and asked price as of September
3, 1999.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The document containing the information specified in Part I of Form S-8 will be
sent or given to the employee as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933 (the "Securities Act"). Such document is not being filed with the
Commission, but constitutes (along with the documents incorporated by reference
to this Registration Statement pursuant to Item 3 of Part II hereof), a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
This Registration Statement relates to the offering of a maximum of 1,000,000
common shares (the "Shares") in the capital stock of VirtualSellers.com, Inc.
(formerly Suncom Telecommunications Inc.) (the "Registrant"), pursuant to an
Employment Agreement dated January 15, 1999 (the "Employment Agreement") between
the Registrant and Shannon T. Squyres (the "Employee").
Employment Agreement - General Information
- ----------------------------------------------
GENERAL
The Employee has certain skills and expertise required by the Registrant for its
operations and due to the Registrant's lack of cash flow, the Employee has
agreed to compensation through the issuance of an aggregate of 1,000,000 Shares
of the Registrant.
Pursuant to the Employment Agreement, the Shares offered to the Employee shall
be free trading upon registration and shall be registered by the Registrant at
its expense.
The following is a summary of the basic provisions of the Employment Agreement,
which summary does not purport to be complete and is subject in all respects to
the provisions of the Employment Agreement, to which reference is made. This
summary is modified in its entirety by such reference and does not relate, or
give effect, to provisions of statutory or common law.
TERM, TERMINATION AND COMPENSATION
The Employee commenced his employment with the Registrant on January 15, 1999
for a term of twelve (12) months, which term may be extended on or before
December 15, 1999 upon thirty (30) days written notice by the Registrant to the
Employee.
The Employee may resign at any time on one (1) month written notice to the
Registrant, which notice may be waived by the Registrant in its sole discretion.
The Registrant may terminate the employment of the Employee at any time for just
cause or because of permanent disability by giving written notice to the
Employee of the Registrant's intention to terminate the Employment Agreement on
the date specified in such notice. The Registrant may also terminate the
employment of the Employee without cause at any time upon thirty (30) days
written notice.
<PAGE>
The Shares shall vest as to 250,000 of the Shares on each of the following
dates:
(a) January 15, 1999;
(b) April 15, 1999;
(c) July 15, 1999; and
(d) October 15, 1999.
If the Employment Agreement is terminated for any reason or if the Employee
resigns, the Shares that have vested at the effective date of termination or
resignation shall be deemed to have been earned by the Employee and no reduction
or refund shall take place and no claim for any additional shares, compensation,
severance or consideration of any kind may be made by the Employee.
POSITIONS AND DUTIES
The Employee shall carry out such duties as would customarily be carried out by
a Communications Representative in the e-commerce and telecommunications
industry.
EXPENSES
The Employee shall be responsible for paying all expenses related to his
employment with the Registrant without reimbursement, with the exception of
those expenses which, prior to such expenses having being incurred, the
President has agreed to reimburse to the Employee. The Employee shall be
responsible for supplying his own office at his own expense.
VACATION
The Employee is entitled in each calendar year to four (4) weeks vacation to be
taken at such time or times as the Employee may select and as the President may
reasonably approve having regard to the business affairs and operations of the
Registrant.
ERISA
The Employment Agreement is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
RELATIONSHIP BETWEEN ADMINISTRATOR AND EMPLOYEE
Other than as set out herein, there is no material relationship between the
Employee and the President of the Registrant, who is the administrator under the
Employment Agreement. The President is appointed by the directors of the
Registrant and serves at their pleasure.
<PAGE>
ADDITIONAL INFORMATION
Additional information about the Employment Agreement and its administrators are
available without charge by contacting VirtualSellers.com, Inc., Suite 1000, 120
North LaSalle, Chicago, Illinois, 60602, Attention: The President, Telephone:
(312) 920-9999.
Securities to be Offered
- ---------------------------
The Registrant has reserved an aggregate of 1,000,000 Shares for issuance under
the Employment Agreement. Such number of shares is subject to adjustment from
time to time if the Registrant by reason of a consolidation, merger or transfer
of assets, reclassifies or changes its outstanding common stock.
All common shares of the Company are of the same class and have the same rights,
preferences and limitations. The Shares have the following attributes:
(a) Shareholders are entitled to receive dividends and cash, property or
shares when and as declared by the Board of Directors of the Registrant out of
funds legally available therefore. There are no limitations on the payment of
dividends in any debenture or other agreement;
(b) Shareholders entitled to one (1) vote per share on all matters submitted
to a vote of shareholders;
(c) There are no preemptive rights, subscription rights, conversion rights
or redemption provisions relating to such common shares and the common shares
have no liability to further calls or to assessment by the Registrant;
(d) There are no restrictions on repurchase or redemption of shares by the
Registrant; and
(e) In the event of any liquidation, dissolution or winding up of the
business of the Registrant, after payment or provision for all debts,
obligations or liabilities of the Registrant, the remaining assets of the
Registrant, if any, available to shareholders shall be distributed equally per
share to the holders of the Registrant's common shares.
There are no provisions in the Registrant's charter or by-laws that would delay,
defer or prevent a change in control of the Registrant. Pursuant to applicable
provisions of the Canada Business Corporations Act ("CBCA"), no right or special
right attached to shares issued by the Registrant may be prejudiced, modified or
otherwise interfered with under the CBCA or the Memorandum of Articles of the
Company unless the members of the class of shareholders affected consents to
such action by a separate resolution of the members of that class adopted by at
least a majority of seventy-five percent (75%) of the votes cast with respect to
the resolution. Under certain circumstances, seventy-five percent (75%) of the
votes cast with respect to such resolution may be less than a majority of more
than fifty percent (50%) of the total number of shares in that class which are
issued and outstanding, since, under the CBCA a quorum for the adoption of such
a
<PAGE>
resolution may generally be lawfully constituted by ten percent (10%) (or less
if allowed by the Registrant's Articles of Incorporation) of the total number of
shares of such class which are entitled to vote on the issue to which the
resolution pertains.
Resale Restrictions
- --------------------
The Shares, upon vesting to the Employee, will be free trading upon
registration.
Transfer Agent
- ---------------
The Transfer Agent for the Registrant's common stock is Liberty Transfer Co.,
Box 558, Huntington, NY, 11743-0588.
Tax Consequences
- -----------------
As the shares are delivered to the Employee as compensation for services, the
value of the Shares will be taxed as revenue in the hands of the Employee under
the U.S. tax laws.
Dividends paid on the Shares to the Employee will be subject to withholding tax.
The Canada-US Income Tax Convention (1980) (the "Treaty") provides that the
normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of
a Canadian corporation (such as the Company) to residents of the United States,
and also provides for a further reduction of this rate to 5% where the
beneficial owner of the dividends is a corporation resident in the United States
owning at least 10% of the voting shares of the company paying the dividend.
As the Shares are not presently listed on a prescribed stock exchange in Canada,
the Employee will be taxable under the Income Tax Act (Canada) (the "ITA") on
the disposition thereof, unless an exemption from such tax is available under
the Treaty. No tax under the ITA will be payable on a capital gain realized on
the Shares disposed of by a US Resident holder by reason of the Treaty unless
the value of such securities is derived principally from real property situated
in Canada, or the US Resident holder is an individual who was a resident of
Canada for one hundred twenty months during any period of twenty consecutive
years preceding the sale of the shares and was resident of Canada at some time
during the ten years immediately preceding the sale of the shares and the shares
(or property for which the shares were substituted in a tax deferred transaction
under the ITA) were owned by the individual holder at the time he ceased to be a
resident of Canada. However, in such a case, certain transitional relief under
the Treaty may be available.
The Employment Agreement is not qualified under section 401(a) of the Internal
Revenue Code.
Forfeitures and Penalties
- ---------------------------
If the Employment Agreement is terminated for any reason or if the Employee
resigns, the Shares that have vested at the effective date of termination or
resignation shall be deemed to have been earned by the Employee and no reduction
or refund shall take place and no claim for
<PAGE>
any additional shares, compensation,
severance or consideration of any kind may be made by the Employee. See "Term,
Termination and Compensation" above.
The Registrant and its Operations
- -------------------------------------
The Registrant is a foreign "reporting company" as such term is employed in the
Securities Exchange Act of 1934, as amended (the "1934 Act"). It is not listed
on any exchange, and its common stock is not eligible for quotation on the
NASDAQ Small-Cap Market ("NASDAQ") but is quoted on the NASD's Over-the-Counter
"Bulletin Board". The Registrant is subject to the informational requirements
of the 1934 Act for foreign issuers, and in accordance therewith files reports
and other information with the Commission. Reports, registration statements,
proxy statements and other information filed by the Registrant with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street NW, Washington, D.C.
20549, and at the Commission's Regional Offices located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
NW, Washington, D.C. 20549, at prescribed rates. The Commission maintains a
World Wide Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
VirtualSellers.com, Inc., formerly known as Suncom Telecommunications Inc., is a
consolidator in the call center industry and a provider of eCommerce transaction
processing and customer services.
Through its wholly-owned subsidiary, NorthNet Telecommunications, Inc. (dba
Northstar Telesolutions), the Registrant operates one call center. The call
center provides transaction processing, centralized billing, customer service
and dispatch functions for cable companies in the United States. The call
center is capable of providing full service customer and technical support,
order entry, customer billing, order fulfilment, bill collections and help desk
services (the "Call Center Services"). Although currently providing services to
a limited number of small cable companies, the Registrant intends to expand the
scope of its operations to offer the Call Center Services to other businesses,
including eCommerce businesses, Internet service providers, providers of
technical help desk support services, property management services, direct
broadcast satellite services, and retailers of medical, healthcare and consume
products.
In May, 1999, the Registrant completed the acquisition of all of the property,
assets and undertaking of VirtualSellers.com, Inc. ("VirtualSellers"). The
Registrant will continue to operate VirtualSellers' business under a newly
created subsidiary called eCommerce Solutions Inc. (d.b.a. VirtualSellers.com).
The business involves the provision of turnkey eCommerce transaction processing
and customer services to small and medium sized businesses. With no monthly
fees and small set-up charges, VirtualSellers.com can provide these businesses
with immediately available, customized, secure and complete eCommerce services
so that these businesses can retail their products over the Internet.
VirtualSellers.com earns its revenues by charging the businesses a percentage of
each transaction conducted over the Internet.
<PAGE>
Also in May, 1999, the Registrant acquired all of the property, assets and
undertaking of CallDirect Enterprises Inc. ("CallDirect"). The Registrant will
continue to operate CallDirect's business as a division of its subsidiary Suncom
Telemanagement Inc. CallDirect is a catalogue reseller of telephone related
products and will soon be a provider of transaction processing and customer
services. The Registrant intends to use the Call Center to provide customer
service functions for CallDirect. VirtualSellers.com has developed a website
with eCommerce transaction processing capabilities which will enable CallDirect
to retail its products over the Internet.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to the employee pursuant to Rule 428(b) are available
without charge by contacting:
VirtualSellers.com, Inc.
Ste. 1000, 120 North LaSalle
Chicago, Illinois 60602
Attention: The President
Telephone: (312) 920-9999
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration Statement
the following documents, previously filed with the Commission:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year ended
February 28, 1999; and
(b) Proxy Circular Materials for the Registrant's Annual General Meeting
held May 5, 1999.
All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14, or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
<PAGE>
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.01 of Part VIII of the by-Laws of the Registrant contain provisions to
limit the liability of directors and officers for the acts, receipts, neglects
or defaults of other directors, officers or employees, or for joining in any
receipt or other act for conformity, or for any loss, damage or expense
happening to the Registrant through the insufficiency or deficiency of title of
any property acquired for or on behalf of the Registrant, or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of the Registrant shall be invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious acts of any person with whom any of the
moneys, securities or effects of the Registrant shall be deposited, or for any
loss occasioned by an error or judgment or oversight on the part of any officer
or director, or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of such directors of officers or in
relation thereto; provided that nothing herein shall relieve any director or
officer from the duty to act in accordance with the CBCA or from liability for
any breach thereof.
Section 8.02 of Part VIII of the By-Laws of the Registrant contain provisions
entitling the Registrant's directors and officers to indemnification from all
costs, charges, expenses, including any amount paid to settle an action or
satisfy a judgment reasonably incurred by such officer or director with respect
to any civil, criminal or administrative action or proceeding to which such
officer or director is made a party by reason of being or having been an officer
or director of the Registrant, provided that:
(a) such director or officer acted honestly and in good faith with a view to
the best interests of the Registrant; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, such director or officer had reasonable grounds
for believing that his/her conduct was lawful.
The Registrant has also agreed to indemnify such officers and directors in other
circumstances as the CBCA permits or requires. In addition, the By-Laws of the
Registrant allow for insurance for the benefit of officers and directors of the
Registrant against such liabilities and in such amounts as the Board may
determine.
Such provisions do not eliminate the personal liability of the Registrant's
directors and officers for monetary damages as a result of a breach of fiduciary
duty or for any actions or omissions which were not done in good faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
ITEM 8. EXHIBITS
Number Description
- ------ -----------
4.1 Employment Agreement dated January 15, 1999 between the Registrant and
Shannon T. Squyres; and
5.1 Opinion of Clark Wilson, Barristers & Solicitors, with respect to the
legality of securities being registered.
ITEM 9. UNDERTAKINGS
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
additional or changed material information with respect to the plan of
distribution; and
(2) for the purpose of determining any liability under the Securities Act,
to treat each such post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
<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 Vancouver, Province of British Columbia, this day of
June, 1999.
VIRTUALSELLERS.COM, INC.
By:
/s/ Dennis Sinclair
- ------------------------
Dennis Sinclair, Ph.D.
President, Chief Executive Officer and Director
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
dates indicated.
SIGNATURE TITLE DATE
/s/ Raymond Mol Director June 15, 1999
- -----------------
Raymond Mol
/s/ Evertt Palmer Chief Financial Officer June 15, 1999
- -----------------
Evertt Palmer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
Number Description
- ------ -----------
4.1 Employment Agreement dated January 15, 1999 between the Registrant and
Shannon T. Squyres; and
5.1 Opinion of Clark Wilson, Barristers & Solicitors, with respect to the
legality of securities being registered.
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT date for reference the 15th day of January, 1999.
BETWEEN:
SUNCOM TELECOMMUNICATIONS INC., a company duly
incorporated pursuant to the federal laws of Canada
having an office at 120 North LaSalle Street, Suite 1000,
Chicago, Illinois, USA, 60602
(the "Company")
OF THE FIRST PART
AND:
SHANNON T. SQUYRES, businessman, of 17586 Lebanon
Circle, Irvine in the State of
California, U.S.A.
(the "Employee")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. The Company is a publicly traded company and is engaged in, inter
alia, the business of e-commerce and telecommunications;
B. The Employee has certain skills and expertise required by the
Company for its operations;
C. The Company wishes to obtain and the Employee wishes to provide
certain services to the Company on the terms and conditions contained herein;
THEREFORE in consideration of the premises and of the covenants and
agreements of the parties hereinafter set forth, the parties hereto covenant and
agree each with the other as follows:
<PAGE>
1. EMPLOYMENT, TERM, POSITIONS AND DUTIES
1.1 Employment The Company hereby employs the Employee and the Employee
----------
hereby accepts employment upon the terms and conditions herein set forth.
1.2 Term Employment of the Employee by the Company shall be effective
----
January 15, 1999 and shall continue for a period of twelve (12) months or until
such time as this Agreement is terminated as hereinafter set out in Section 1.3
or 4 herein. The term may be extended by the Company upon thirty (30) days
written notice to the Employee, on or before December 15, 1999.
1.3 Resignation Nothing in this Agreement shall prohibit the Employee from
-----------
resigning from the Company at any time on one (1) month written notice to the
Company, which notice may be waived by the Company in its sole discretion and,
upon such resignation taking effect, the Employee's employment shall terminate
and neither party hereto shall have any rights or obligations hereunder, except
those specifically set out in Section 2.2 hereof.
1.4 Position The Employee shall serve as Communications Representative for
--------
the Company.
1.5 Duties The Employee shall carry out such duties as would customarily be
------
carried out by a Communications Representative in the e-commerce and
telecommunications industry.
1.6 Reporting The Employee shall report to the President of the Company and
---------
take direction from the President of the Company.
2. OBLIGATIONS
2.1 Full Time and Efforts During the term of his employment pursuant to
------------------------
this Agreement, the Employee shall devote his full time and effort and attention
to his duties as set out in this Agreement and shall not be engaged, employed or
associated with any other business venture without the written consent of the
President of the Company.
2.2 Fiduciary Duty, Confidentiality and Non-Competition The Employee
-------------------------------------------------------
recognizes and understands that in performing the duties and responsibilities of
his employment as provided in this Agreement, he will occupy a position of high
fiduciary trust and confidence, pursuant to which he will develop and acquire
wide experience and knowledge with respect to all aspects of the manner in which
the Company's business is conducted. It is the intent and Agreement of the
Employee and of the Company that such knowledge and experience shall be used
solely and exclusively in furtherance of the business interests of the Company
and not in any manner which would be detrimental to it. The Employee agrees
that following the termination of his employment for any reason whatsoever, he
shall not, without the consent of the Board of Directors of the Company by
resolution, engage in any solicitation of the clients, customers or any
individuals or firms with respect to which the Company has had dealings (and
whether or not any contractual arrangements have been concluded as between the
Company and any such individuals or firms) which might benefit any competitor of
the Company.
<PAGE>
3. COMPENSATION
3.1 Common Shares The Employee shall be compensated by issuance to the
--------------
Employee of One Million (1,000,000) common shares (the "Shares") in the capital
stock of the Company. The Shares shall be free trading upon registration and
shall be registered with the Securities and Exchange Commission by the Company
at its expense. The Shares shall vest as to 250,000 shares on each of the
following dates ("Vesting Dates"):
(a) January 15, 1999 - 250,000 shares;
(b) April 15, 1999 - 250,000 shares;
(c) July 15, 1999 - 250,000 shares; and
(d) October 15, 1999 - 250,000.
The share certificates representing the first 250,000 shares will be delivered
by the Company to the Employee upon the execution of this Agreement by the
parties. The remaining share certificates shall be delivered on or before each
of the Vesting Dates. If this Agreement is terminated for any reason, those
shares that have vested in the Employee at the effective date of termination
shall be deemed to have been earned by the Employee and no reduction or refund
shall take place and no claim for any additional shares, compensation, severance
or consideration of any kind may be made by the Employee.
3.2 Number of Shares The number of shares payable to the Employee hereunder
----------------
is subject to adjustment from time to time if the Company is subject to a
consolidation, merger or transfer of assets which reclassifies or changes its
outstanding Common shares, in which case the successor corporation (or
corporation controlling the successor corporation of the Company, as the case
may be) shall by operation of law assume the Company's obligations under this
Agreement. As a condition to the consummation of such transaction, the Employee
shall arrange for the person or entity obligated to issue securities or deliver
cash or other assets to assume, concurrently with the consummation of such
transaction, the Employee's obligations hereunder by executing an instrument so
providing and further providing for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided herein.
3.3 Expenses The Employee shall be responsible for paying all expenses
--------
related to his employment with the Company without reimbursement, with the
exception of those expenses which, prior to such expenses having being incurred,
the President has agreed to reimburse to the Employee. The Employee shall be
responsible for supplying his own office at his own expense.
3.4 Vacation The Employee shall be entitled in each calendar year to four
--------
(4) weeks vacation to be taken at such time or times as the Employee may select
and as the President may reasonably approve having regard to the business
affairs and operations of the Company.
3.5 No Other Compensation Except as set out in this Agreement, the Employee
---------------------
shall not be entitled to any other compensation or benefits.
4. TERMINATION
4.1 Company's Right to Terminate Notwithstanding any other provision in
-------------------------------
this Agreement, the Company may terminate the employment of the Employee at any
time for just cause or because of permanent disability by giving written notice
to the Employee of its intention to
<PAGE>
terminate this Agreement on the date
specified in such notice. The Company may also terminate the employment of the
Employee without cause at any time upon thirty (30) days written notice.
4.2 Definition Where used herein, "permanent disability" means any physical
----------
or mental incapacity, disease or affliction, as determined by a legally
qualified medical practitioner selected by the Company and the Employee, acting
reasonably, which prevents the Employee to a substantial degree from performing
his obligations as Communications Representative.
5. MISCELLANEOUS
5.1 Modification and Waiver No provision of this Agreement shall be
-------------------------
modified or amended unless such modification or amendment is authorized by the
President and is agreed to in writing, signed by the Employee and by the
Company.
5.2 Law Governing This Agreement shall be subject to and governed by the
--------------
laws of the State of California.
5.3 Arbitration In the event of any dispute arising out of or relating to
-----------
this Agreement, or the breach thereof, the parties agree to settle any such
dispute by arbitration in the County of Orange, California, in accordance with
the rules of the American Arbitration Association there in effect, except that
the parties thereto shall the right to discovery as would be permitted by the
Federal Rules of Civil Procedure and the prevailing party shall be entitled to
actual costs and actual legal fees from arbitration or any other civil action.
Judgment upon the award rendered therein may be entered in any court having
jurisdiction thereof. Jurisdiction for any legal action is stipulated between
the parties hereto to lie in the County of Orange, California.
5.4 Invalidity The invalidity, illegality or unenforceability of any
----------
provision hereof, shall not in any way affect or impair the validity, legality
or enforceability of the remaining provisions hereof.
5.5 Headings The headings contained herein are for reference purposes only
--------
and shall not in any way affect the construction or interpretation of this
Agreement.
5.6 Execution in Counterparts and by Facsimile This Agreement may executed
-------------------------------------------
in counterparts in as many copies as may be necessary. Delivery of an executed
copy of this Agreement by electronic facsimile transmission or other means of
electronic communication producing a printed copy will be deemed to be execution
and delivery of this Agreement on the date of such communication by the party so
delivering such copy.
IN WITNESS WHEREOF the parties hereunto have executed this Agreement
as of the 15th day of January, 1999.
<PAGE>
SUNCOM TELECOMMUNICATIONS INC.
Per: /s/ Dennis Sinclair
-------------------------
Authorized Signatory
SIGNED, SEALED and DELIVERED by )
SHANNON T. SQUYRES in the presence of: )
ROBIN REESE )
- ------------------------------------------ )
Print Name )
2222 Martin #110 )
- ------------------------------------------ ) /s/ Shannon T. Squyres
Address ) ----------------------------
Irvine, CA 92780 ) SHANNON T. SQUYRES
- ------------------------------------------ )
VP, Administration )
- ------------------------------------------ )
Occupation )
[GRAPHIC OMITED]
EMail Address: [email protected]
Our File No.: 18273-1 /
June 15, 1999
VIRTUALSELLERS.COM, INC.
290 - 171 Water Street
Vancouver, British Columbia V6B 1A7
Dear Sirs:
Re: Registration Statement on Form S-8 - Employment Agreement between Suncom
- --------------------------------------------------------------------------------
Telecommunications Inc. and Shannon T. Squyres (the "Employment Agreement")
- --------------------------------------------------------------------------------
We are special counsel to Suncom Telecommunications Inc.
(the "Company"), a corporation incorporated under the federal laws of Canada,
and have assisted in the preparation of a Registration Statement of the Company
on Form S-8 (the "Registration Statement") covering 1,000,000 common shares (the
"Shares") in the capital of the Company to be issued to Shannon T. Squyres under
the Employment Agreement.
In connection with this opinion, we have also examined:
(a) the Certificate of Continuance, Articles and By-laws of the
Company;
(b) originals or copies, certified or otherwise identified to our
satisfaction of the resolutions of the Board of Directors of the Company with
respect to the matters herein; and
(c) minutes of the last Annual General Meeting of the Company, at
which, among other things, the directors of the Company were elected for the
current year.
We have also examined such statutes and public and corporate records
of the Company, and have considered such questions of law as we have deemed
relevant and necessary as a basis for the opinion expressed herein. We have for
the purposes of this opinion assumed the genuineness of all signatures examined
by us, the authenticity of all documents and records submitted to us as
originals and the conformity to all original documents of all documents
submitted to us as certified, photostatic or facsimile copies.
Based upon and subject to the foregoing, and subject to the
qualifications herein expressed, we are of the opinion that the Shares to be
issued by the Company pursuant to the Registration Statement will be, when
issued, validly issued, fully paid and non-assessable.
<PAGE>
We are barristers and solicitors qualified to practice law in the
Province of British Columbia. Our opinion expressed above is limited to the
present laws of the Province of British Columbia and of the federal laws of
Canada applicable therein. This opinion is being furnished solely in connection
with the filing of the Registration Statement with the Securities and Exchange
Commission, and we hereby consent to the use of this opinion as an exhibit to
the Registration Statement. This opinion may not be relied upon, used by or
distributed to any person or entity for any other purpose without our prior
written consent.
Yours truly,
CLARK, WILSON
