<PAGE>
As Filed with the Securities and Exchange Commission on January 26, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AGTSPORTS, INC
-----------------------------------------------
(Exact name of Issuer as specified in its charter)
COLORADO 84-1165916
-------- ----------
(State or other jurisdiction of (I.R.S.Employer
incorporation or jurisdiction) Identification No.)
6890 S. TUCSON WAY, #202, ENGLEWOOD, COLORADO 80111
--------------------------------------------- -----
(Address of principal executive office) (Zip Code)
AGT EMPLOYEES COMPENSATION PLAN
-------------------------------
(Full title of plan)
--------------------
T. ALAN WALLS
6890 S. TUCSON WAY
SUITE 202
ENGLEWOOD, COLORADO 80111
(303) 792-5000
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service of process)
- --------------------------------------------------------------------------------
The Commission is requested to send copies of all communications and notes to:
David J. Wagner, Esq.
David Wagner & Associates, P.C.
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
(303) 793-0304
<PAGE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON SHARES 1,600,000 $1.50 $2,400,000 $840
$0.001 par value
SHARES
TOTAL $840
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
II
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the AGT
Employees Compensation Plan, dated December 1, 1995 (the "Plan") required by
Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of
Form S-8 will be sent or given to participants as specified in Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. AGTsports, Inc., a Colorado corporation (the "Registrant" or the
"Company"), will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1995
b. The Company's Current Reports on Form 8-K's subsequent to September
30, 1995 and up to and including the date of filing of this
Registration Statement; and
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON SHARES
The authorized common stock of the Company consists of 50,000,000 shares of
common stock, $0.001 par value per share. As of September 30, 1995, a total of
10,530,972 common shares were issued and outstanding. Subsequent to September
30, 1995, the Company issued common stock to American Consolidated Growth
Corporation representing an increase of 40% of the total issued and outstanding
common stock of the Company.
All common shares, upon issuance, are fully-paid and non-assessable. The
common shares do not have any preference, conversion, redemption, exchange,
preemptive right, cumulative
4
<PAGE>
voting or sinking fund rights over each other. All common shares participate
equally in distributions and in net assets upon liquidation.
Each common share is entitled to one vote and may be voted by proxy. The
approval of holders of not less than a majority of the outstanding common shares
of the Company is required in order to amend or to otherwise revise the
provisions of the Articles of Incorporation.
PREFERRED SHARES
The authorized preferred shares of the Company consists of 50,000,000
shares of stock, $4.00 par value per share. As of September 30, 1995, no
Preferred Shares were issued or outstanding.
All Preferred Stock, upon issuance, will have such preferences as the Board
of Directors may from time to time determine.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
David Wagner & Associates, P.C., Attorneys at Law, special securities
counsel to the Registrant, and whose opinion as to the legality of the issuance
of the Shares hereunder is attached hereto as Exhibit 5, have been allocated
60,000 shares pursuant to the Plan, which have been registered hereunder. The
firm and its affiliates presently own approximately an additional 34,000 shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation authorize the Board of Directors,
on behalf of the Company and without shareholder action, to exercise all of the
Company's powers of indemnification to the maximum extent permitted under the
applicable statute. Title 7 of the Colorado Revised Statutes, 1986 Replacement
Volume ("CRS"), as amended, permits the Company to indemnify its directors,
officers, employees, fiduciaries, and agents as follows:
Section 7-109-102 of CRS permits a corporation to indemnify such persons
for reasonable expenses in defending against liability incurred in any legal
proceeding if:
(a) The person conducted himself or herself in good faith;
(b) The person reasonably believed:
(1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests;
and
5
<PAGE>
(2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe that his or her conduct was unlawful.
A corporation may not indemnify such person under this Section 7-109-102 of CRS:
(a) In connection with a proceeding by or in the right of the corporation
in which such person was adjudged liable to the corporation; or
(b) In connection with any other proceeding charging that such person
derived an improper benefit, whether or not involving action in an official
capacity, in which proceeding such person was adjudged liable on the basis that
he or she derived an improper personal benefit.
Unless limited by the Articles of Incorporation, and there are not such
limitations with respect to the Company, Section 7-109-103 of CRS requires that
the corporation shall indemnify such a person against reasonable expenses who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because of his status with the
corporation.
Under Section 7-109-104 of CRS, the corporation may pay reasonable fees in
advance of final disposition of the proceeding if:
(a) Such person furnishes to the corporation a written affirmation of the
such person's good faith belief that he or she has met the Standard of Conduct
described in Section 7-109-102 of CRS;
(b) Such person furnishes the corporation a written undertaking, executed
personally or on person's behalf, to repay the advance if it is ultimately
determined that he or she did not meet the Standard of Conduct in Section 7-109-
102 of CRS; and
(c) A determination is made that the facts then known to those making the
determination would not preclude indemnification.
Under Section 7-109-106 of CRS, a corporation may not indemnify such
person, including advanced payments, unless authorized in the specific case
after a determination has been made that indemnification of such person is
permissible in the circumstances because he met the Standard of Conduct under
Section 7-109-102 of CRS and such person has made the specific affirmation and
undertaking required under the statute. The required determinations are to be
made by a majority vote of a quorum of the Board of Directors, utilizing only
directors who are not parties to the proceeding. If a quorum cannot be
obtained, the determination can be made by a majority vote of a committee of the
Board, which consists of at least two directors who are not parties to the
proceeding. If neither a quorum of the Board nor a committee of the Board can
be established, then the determination can
6
<PAGE>
be made either by the Shareholders or by independent legal counsel selected by
majority vote of the Board of Directors.
The corporation is required by Section 7-109-110 of CRS to notify the
shareholders in writing of any indemnification of a director with or before
notice of the next shareholders' meeting.
Under Section 7-109-105 of CRS, such person may apply to any court of
competent jurisdiction for a determination that such person is entitled under
the statute to be indemnified from reasonable expenses.
Under Section 7-107(1)(c) of CRS, a corporation may also indemnify and
advance expenses to an officer, employee, fiduciary, or agent who is not a
director to a greater extent than the foregoing indemnification provisions, if
not inconsistent with public policy, and if provided for in the corporation's
bylaw, general or specific action of the Board of Directors, or shareholders, or
contract.
Section 7-109-108 of CRS permits the corporation to purchase and maintain
insurance to pay for any indemnification of reasonable expenses as discussed
herein.
The indemnification discussed herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, any Bylaw, agreement, vote of shareholders, or disinterested
directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
heirs, executors, and administrators of such a person.
Insofar as indemnification for liabilities 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 expense 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
7
<PAGE>
ITEM 8. EXHIBITS
[Asterisk (*) indicates exhibits incorporated by reference herein.]
Exhibit
Number Description
3.1 * Articles of Incorporation of the Company (incorporated by reference to
the Company's Form S-18 Registration Statement, effective with the
Commission on May 21, 1986, file no. 33-4309-D).
3.2* Bylaws of the Company (incorporated by reference to the Company's Form
S-18 Registration Statement, effective with the Commission on May 21,
1986, file no. 33-4309-D).
4.1 AGT Employees Compensation Plan, dated December 1, 1995.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of Davis & Co., CPA, P.C.
24.3 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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;
(iii) 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;
8
<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2. The 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial BONA FIDE offering thereof.
9
<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 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 Englewood, State of Colorado, on this 26th day of January, 1996.
AGTsports, INC.
By: /s/T. Alan Walls
-----------------------------------
T. Alan Walls
Principal Executive Officer
By: /s/Thomas Eikenberry
-----------------------------------
Thomas Eikenberry
Principal Financial Officer
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.
MAJORITY OF THE BOARD OF DIRECTORS
Dated: 1-26-96 By: /s/T. Alan Walls
-----------------------------------
T. Alan Walls
Director
Dated: 1-26-96 By: /s/Robert W. Wetzel
-----------------------------------
Robert W. Wetzel
Director
Dated: By:
-----------------------------------
Michael T. Rowlette
Director
10
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
AGTsports, INC.
(Exact name of Issuer as specified in its charter)
E X H I B I T S
<PAGE>
EXHIBIT INDEX
[Asterisk (*) indicates exhibits incorporated by reference herein.]
Exhibit
Number Description
3.1 * Articles of Incorporation of the Company (incorporated by
reference to the Company's Form S-18 Registration Statement,
effective with the Commission on May 21, 1986, file no.
33-4309-D).
3.2* Bylaws of the Company (incorporated by reference to the Company's
Form S-18 Registration Statement, effective with the Commission
on May 21, 1986, file no. 33-4309-D).
4.1 AGT Employees Compensation Plan, dated December 1, 1995.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of Davis & Co., CPA, P.C..
24.3 Consent of David Wagner & Associates, P.C. (Included in Exhibit
5).
<PAGE>
EXHIBIT 4.1
AGT Employees Compensation Plan, Dated December 1, 1995
<PAGE>
AGT EMPLOYEES COMPENSATION PLAN
THIS AGREEMENT is made this 1st day of December, 1995.
Section 1. PURPOSE
This AGT Employees Compensation Plan (hereinafter referred to as the
"Plan") is intended to promote the best interest of AGTsports, Inc., a Colorado
corporation (the "Company") and its stockholders by providing a means of non-
cash remuneration to consultants, employees and service providers who contribute
to the operating progress and earning power of the Company.
Section 2. DEFINITIONS
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Code" means the Internal Revenue Code of 1986, as presently in
effect or as hereunder amended.
2.2 "Committee" means a committee of two (2) Directors (none of whom
is an Eligible Participant) appointed by the Board of Directors to
implement, interpret and administer the Plan, subject at all times to the
approval of the entire Board of Directors unless and to the extent that the
Committee is composed of all of the persons then comprising the Board of
Directors of the Company. The Board of Directors, in its sole discretion,
December at any time remove any member of the Committee and appoint another
Director (who December or December not be an Eligible Participant) to fill
any vacancy on the Committee or December act itself as the Committee.
2.3 "Company" means AGTsports, Inc., a Colorado corporation.
2.4 "Eligible Participant" or "Participant" means any consultant,
employee or service provider of the Company who is determined (in
accordance with the provisions of Section 4 hereof) to be eligible to
receive stock hereunder.
2.5 "Plan" means this AGT Employees Compensation Plan.
2.6 "Registered Stock" means shares of common stock, $0.001 par
value, of the Company which are, upon issuance, freely tradeable by virtue
of having been registered with the Securities and Exchange Commission under
1
<PAGE>
cover of Form S-8, or another appropriate registration statement, and which
shares have been issued subject to the "blue sky" provisions of any
appropriate state jurisdiction. Special resale restrictions December,
however, apply to officers, directors, control shareholders and affiliates
of the Company and such individuals or entities will be required to obtain
an opinion of counsel as regards their ability to resell shares received
pursuant to this Plan.
2.7 "Restricted Stock" means shares of common stock, $0.001 par
value, of the Company issuable directly under the Plan which are, upon
issuance, subject to the restrictions set forth in Section 10 hereof.
Wherever appropriate, words used in the Plan in the singular December mean
the plural, the plural December mean the singular, and the masculine December
mean the feminine or neuter.
Section 3. ADOPTION AND ADMINISTRATION OF THE PLAN
Upon adoption by the Company's Board of Directors, the Plan shall become
effective immediately. In the absence of contrary action by the Board of
Directors, and except for action taken by the Committee pursuant to Section 4 in
connection with the determination of Eligible Participants, any action taken by
the Committee or by the Board of Directors with respect to the implementation,
interpretation or administration of the Plan shall be final, conclusive and
binding.
Section 4. ELIGIBILITY AND AWARDS
The Committee shall determine, as soon as practicable after the effective
date of the Plan, and at any time and from time to time thereafter: (i) the
Eligible Participants; (ii) the number of shares of Stock issuable directly or
to be granted pursuant to the Plan which an Eligible Participant December
exercise; (iii) the price at which each grant December be exercised, or the
price per share in cash, or cancellation of fees or other payment for which the
Company is liable if a direct issue of stock; and (iv) the terms on which each
grant December be granted. Such determination, as December from time to time be
amended or altered at the sole discretion of the Committee, shall be set forth
on EXHIBIT A to this Plan, attached hereto. Notwithstanding the provisions of
Section 3 hereof, no such determination by the Committee shall be final,
conclusive and binding upon the Company unless and until the Board of Directors
has approved the same; provided, however, that if the Committee is composed of
all the persons then comprising the Board of Directors of the Company, such
approval by the Board of Directors shall not be necessary.
2
<PAGE>
Section 5. ISSUANCE OF STOCK
Subject to the terms and provisions of this Plan, the terms and conditions
under which the issuance of Registered Stock or Restricted Stock December be
granted to an Eligible Participant shall be set forth in a written agreement
(i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement) and the grant of such Registered Stock or Restricted Stock hereunder
shall be made a part hereof and containing such modifications thereto and such
other provisions as the Committee, in its sole discretion, December determine.
Notwithstanding the foregoing provisions of this Section 5, each Grant of any
Registered Stock or Restricted Stock shall incorporate the provisions of this
Plan by reference.
Section 6. TOTAL NUMBER OF SHARES OF STOCK
The total number of shares of Stock reserved for issuance by the Company
directly under this Plan shall not, initially, be more than One Million Six
Hundred Thousand (1,600,000). The total number of shares of Stock reserved for
such issuance December be increased only by a resolution adopted by the Board of
Directors and an amendment of the Plan. Such Stock December be authorized and
unissued or reacquired common stock of the Company.
Section 7. PURCHASE OF SHARES OF STOCK
7.1 As soon as practicable after the determination by the Committee
and approval by the Board of Directors (if necessary, pursuant to Section 4
hereof) of the Eligible Participants and the number of shares an Eligible
Participant December be issued directly, the Committee shall give notice
(written or oral) thereof to each Eligible Participant, which notice shall
be accompanied by the issuance, to be acknowledged by such Eligible
Participant. Upon receipt of said acknowledgement by the Company, the
Company will forward instructions to the Company's transfer agent to issue
Stock to such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly to purchase
shares pursuant to paragraph 7.1 shall be as determined by the Committee,
it being understood that the price so determined by the Committee December
vary from one Eligible Participant to another. In computing the negotiated
direct issue price of a share of Stock, the Committee shall take into
consideration, among other factors, the restrictions set forth in Section
10 hereof.
Section 8. PAYMENT UPON DIRECT ISSUANCE
3
<PAGE>
The Committee shall determine the terms of the direct issue price for
payment by each Participant for his shares of Stock granted thereunder. Such
terms shall be set forth or referred to in the Board Resolution authorizing
issuance. The terms so set by the Committee December vary from one Participant
to another.
Section 9. DELIVERY OF SHARES OF REGISTERED STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant such number
of shares of Registered Stock as such Participant elects to purchase upon direct
issuance. Such shares, which shall be fully paid and nonassessable upon the
issuance thereof, shall be represented by a certificate or certificates
registered in the name of the Participant and stamped with an appropriate legend
referring to the restriction thereon, if such stock is to be restricted. Subject
to the terms and provisions of the Colorado Business Corporations Act, an
Eligible Participant shall have all the rights of a stockholder with respect to
such shares, including the right to vote the shares and to receive all dividends
or other distributions paid or made with respect thereto, provided that such
shares shall be subject to the restrictions hereinafter set forth. In the event
of a merger or consolidation to which the Company is a party, or of any other
acquisition of a majority of the issued and outstanding shares of common stock
of an acquiring corporation for common stock of the Company, or of any transfer
of all or substantially all of the assets of the Company in exchange for stock
of an acquiring corporation, a determination as to whether the stock of the
acquiring corporation so received shall be subject to the restrictions set forth
in Section 10 shall be made solely by the acquiring corporation.
Section 10. RESTRICTIONS ON SHARES OF STOCK ISSUED UPON DIRECT ISSUANCE
10.1 The shares of Stock issued directly shall not be sold,
exchanged, assigned, transferred or permitted to be transferred, whether
voluntarily, involuntarily or by operation of law, delivered, encumbered,
discounted, pledged, hypothecated or otherwise disposed of unless the
shares underlying the direct issuance have been registered with the
Securities and Exchange Commission ("SEC") pursuant to a registration
statement on Form S-8, or such other forms as December be appropriate, or
an Opinion of Counsel, satisfactory to the Company, is received, which
opinion established that an exemption from the registration provisions of
the Securities Act of 1933, as amended (the "'33 Act") is available.
10.2 The direct issuance of stock hereunder, to any Eligible
Participant DECEMBER BE SUBJECT, in the sole discretion of the Committee,
to other and further restrictions on transferability, which December
provide, among other restrictions, that such shares December not be sold,
exchanged, assigned, transferred or permitted to be transferred, whether
voluntarily, involuntarily or
4
<PAGE>
by operation of law, delivered, encumbered, discounted, pledged,
hypothecated or otherwise disposed of for a period of six (6) months from
effective date or such other period as December be determined by the
Committee.
Section 11. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any shares of Stock
are sold, exchanged, assigned or transferred to any party (other than the
Company) pursuant to the provisions of Section 10 hereof, such party shall take
such shares of Stock pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the transfer of such shares of Stock, such
party shall agree (for and on behalf of himself or itself, his or its legal
representatives and his or its transferees and assigns) in writing to be bound
by all provisions of this Plan.
Section 12. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretations and administration of the Plan shall be borne by the Company.
Section 13. NO PRIOR RIGHT OF AWARD
Nothing in the Plan shall be deemed to give any officer or employee of the
Company, or his legal representatives or assigns, or any other person or entity
claiming under or through him, any contract or other right to participate in the
benefits of this Plan. Nothing in the Plan shall be construed as constituting a
commitment, guarantee, agreement or understanding of any kind or nature that the
Company shall continue to employ any individual (whether or not a Participant).
The Plan shall not affect in any way the right of the Company to terminate the
employment or contract of any individual (whether or not a Participant) at any
time.
Section 14. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Unless otherwise agreed to by the Company in writing or unless otherwise
required by law, the shares of Stock issued directly under the Plan and which
are held by an Eligible Participant, or his successor in interest, shall be
adjusted in any manner for (i) a subdivision or combination of any of the shares
of capital stock of the Company; (ii) a dividend payable in shares of capital
stock of the Company; (iii) a reclassification of any shares of capital stock of
the Company; or (iv) any other change in the capital structure of the Company.
5
<PAGE>
Section 15. AMENDMENT OR TERMINATION OF THE PLAN
The Plan December be amended or terminated in whole or in part by the Board
of Directors of the Company (in its sole discretion), but no such action shall
adversely affect or alter any right or obligation with respect to any award
theretofore made.
Section 16. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.
Executed as a sealed instrument as of the day and year first above written.
AGTsports, Inc.
By: ///T.Alan Walls///
----------------------
Authorized Officer
ATTEST:
- --------------------------
Secretary
6
<PAGE>
EXHIBIT 5
Opinion of Counsel, David Wagner & Associates, P.C.
<PAGE>
DAVID WAGNER & ASSOCIATES, P.C.
ATTORNEYS AND COUNSELLORS AT LAW
8400 EAST PRENTICE AVENUE
PENTHOUSE SUITE
ENGLEWOOD, COLORADO 80111
TELEPHONE (303) 793-0304
FACSIMILE (303) 771-4562
January 25, 1996
Board of Directors
AGTsports, Inc.
6890 South Tucson Way
Suite #202
Englewood, Colorado 80110
Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to AGTsports, Inc. (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering registration under the Securities Act of
1933, as amended, of the 1,600,000 shares of the Company's common stock,
$0.001 par value per share (the "Shares") pursuant to the AGT Employees
Compensation Plan dated December 1, 1995, (the "Plan"). As such, we have
examined the Registration Statement, the Company's Articles of Incorporation and
Bylaws, as amended, and minutes of meetings of its Board of Directors.
Based upon the foregoing, and assuming that Shares will be issued as set
forth in the Plan, and Registration Statement, at a time when effective, and
that there will be full compliance with all applicable securities laws involved
under the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated pursuant to said
Acts, and in those states in which the Shares may be sold, we are of the opinion
that, upon issuance of the Shares according the Registration Statement and
receipt of the consideration to be paid for the Shares, the Shares will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company. This opinion does not cover any matters related to any re-offer or re-
sale of the Shares by the Plan Beneficiary, once issued pursuant to the Plan as
described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to
for any other purpose without our prior written consent. This opinion is based
on our knowledge of the law and facts as of the date hereof. We assume no duty
to communicate with the Company in respect to any matter which comes to our
attention hereafter.
<PAGE>
Board of Directors
AGTsports, Inc.
Page 2
CONSENT:
We consent to the use of this opinion as an exhibit to the Form S-8
Registration Statement and to the reference to our firm in the Form S-8
Registration Statement.
Very truly yours,
DAVID WAGNER & ASSOCIATES, P.C.
///David Wagner & Associates, P.C.///
<PAGE>
EXHIBIT 24.1
Consent of Davis & Co., CPA, P.C.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Relative to the Form S-8 Registration Statement (AGT Employees Compensation
Plan) and related Prospectus, we consent to the inclusion of our report
dated December 15, 1995, with respect to the financial statements of
AGTsports, Inc. (a development stage company) as of September 30, 1995 and
for the year then ended, and for the 1995 amounts included in the cumulative
amounts from inception (January 6, 1986) to September 30, 1995.
Davis & Co., CPAs, P.C.
Certified Public Accountants
Englewood, Colorado
January 26, 1996
