<PAGE>
Securities and Exchange Commission
450 Fifth Street
Washington, D.C.
Dear Sir:
The Registration Fee in the amount of $417.00 was wired
to the SEC account at Mellon Bank. The federal reference
number to confirm the receipt of funds is 3421. Please
call if you have any questions or problems.
Very truly yours,
/s/ Marta L. Michel
Marta L. Michel
(212) 835-6167
<PAGE>
As filed with the Securities and Exchange Commission on
September 10, 1997
===================================================================
Registration No: 333-_________
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
Halstead Energy Corp.
(Exact Name of Registrant as Specified in its Charter)
_______________
Nevada 87-0446395
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
_______________
Halstead Energy Corp.
33 Hubbells Drive
Mt. Kisco, New York 10549
(Address of Principal Executive Offices)
_______________
Halstead Energy Corp. Amended and Restated 1996 Stock Option Plan
(Full Title of the Plan)
_______________
Claire E. Tarricone
President
Halstead Energy Corp.
33 Hubbells Drive
Mt. Kisco, New York 10549
(914) 666-3200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agents for Service)
_______________
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Aggregate Registration
to be Registered Registered Price Offering Fee(2)
(1) Per Price(2)
Share(2)
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Common Stock 1,100,000 $1.25 $1,375,000 $.417
- ---------------------------------------------------------------------
(1) Represents shares of Common Stock issuable to the Boulder
Financial Group (the "Consultant") pursuant to the terms of
the Consulting and Warrant Compensation Agreement (the
"Consulting Agreement") by and between the Company and the
Consultant, which issuance is to occur on or after the time of
filing and effectiveness of this Registration Statement on
Form S-8 and includes the shares of common stock issuable upon
exercise of the above-referenced options. In addition,
pursuant to Rule 416(c), this Registration Statement also
covers an indeterminate amount of interests as may become
issuable pursuant to the provisions of the Halstead Energy
Corp. Amended and Restated 1996 Stock Option Plan described
herein.
(2) Pursuant to Rule 457(c), the proposed maximum offering price
per share, proposed maximum aggregate offering price and
amount of registration fee are based upon the basis of the bid
and asked price within a five business days prior to the date
of the filing.
===================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
In addition to the securities offered pursuant to the
Halstead Energy Corp., Amended and Restated 1996 Stock
Option Plan (the "Plan"), which general plan information is
not required to be filed with the Securities and Exchange
Commission (the "Commission") this Registration Statement
(the "Registration Statement") relates to the issuance of
common stock purchase warrants (the "Warrants") and shares
of common stock, par value $.001 per share (the "Common
Stock") of Halstead Energy Corp. (the "Company") to Boulder
Financial Group (the "Consultant) pursuant to the terms of a
Consulting and Warrant Compensation Agreement, dated July
30, 1997, by and between the Company and the Consultant (the
"Consulting Agreement"). Pursuant to the terms of the
Consulting Agreement, the Company has agreed to issue to the
Consultant: (a) the Options, which are exercisable to
purchase, an aggregate of 400,000 shares of Common Stock at
an exercise price equal to $.41 per share; and (b) 50,000
shares of Common Stock in exchange for the Consultant's
providing certain marketing and consulting services to the
Company. Pursuant to the terms of the Consulting Agreement,
the initial term of the Consulting Agreement is twelve
months, subject to termination by the Company for cause.
The foregoing information relating to the provisions of
the Consulting Agreement is intended to provide a summary
thereof and does not purport to be a complete description of
the Consulting Agreement. Such summary should be read in
conjunction with the Consulting Agreement which has been
filed as Exhibit 10 hereto and is incorporated herein by
reference in its entirety.
Item 2. Registrant Information and Employee Plan Annual
Information.
The Consultant has been provided with copies of the
documents incorporated herein by reference in Part II: Item
3 hereof and has been advised by the Company in writing that
such documents will continue to be available, without
charge, to the Consultant upon the Consultant's written
request to the Company at its offices at 33 Hubbells Drive,
Mt. Kisco, New York 10549 (Phone: 914-666-3200).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company
with the Commission and are incorporated herein by
reference:
(a) Annual Report on Form 10-KSB dated August 31, 1996;
(b) Quarterly Reports on Form 10-QSB for the quarters
ended November 30, 1996, February 28 and May 31, 1997; and
(c) the description of the Company's Common Stock
contained in its Registration Statement on Form SB-2 dated
November 17, 1993, and including any amendment or report
heretofore or hereafter filed for the purpose of updating
the description of the Company's Common Stock contained
therein.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") subsequent to the date of this
registration statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by
reference into this registration statement (the
"Registration Statement") and to be a part hereof from the
date of filing of such documents. Any statement contained
in a document incorporated or deemed to be 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 other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. The documents required to be 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.
Not required.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel was hired on a contingent basis,
will receive any direct or indirect interest in the Company,
or was a promoter, underwriter, voting trustee, director,
officer or employee of the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Under the Nevada General Corporation Law the ("NGCL"),
as amended, the Company may indemnify a director, officer,
employee or agent of the Company who was or is a party or is
threatened to be made a party to an action, suit or
proceeding, whether civil, criminal or administrative or
investigative, except an action by or in the right of the
Company, against expenses, judgments, fines and amounts paid
in settlement of claims brought against the party if he
acted lawfully, in good faith and in what he reasonably
believed to be in the best interests of the Company. If the
director, officer, employee or agent of the Company is
successful on the merits or otherwise in defense of any
action, proceeding or in defense of any claim, issue or
matter therein, the Company is required to indemnify the
party against expenses actually and reasonably incurred.
Under the NGCL, the Company may also indemnify a
director, officer, employee or agent of the Company who was
or is a party or is threatened to be made a party to an
action or suit by or in the right of the Company, against
expenses, judgments, fines and amounts paid in settlement of
claims brought against the party if he acted in good faith
and in what he reasonably believed to be in the best
interests of the Company. If the director, officer, employee
or agent of the Company is successful on the merits or
otherwise in defense of any action, proceeding or in defense
of any claim, issue or matter therein, the Company is
required to indemnify the party against expenses actually
and reasonably incurred.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4 Halstead Energy Corp. Amended and Restated
1996 Stock Option Plan
5 Opinion of Dennis Brovarone, Attorney at Law
(contains Consent of Counsel).
10 Consulting and Warrant Compensation Agreement.
23.1 Consent of Dennis Brovarone, Attorney at Law
contained in Exhibit 5).
23.2 Consent of Goldman & Murphy, L.L.P.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes to:
<PAGE>
(1) file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement to:
(i) include any prospectus
required by section 10(a)(3) of
Securities Act of 1933, as amended (the
"Securities Act");
(ii) reflect in the prospectus any
facts or events arising after the
effective date of this 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 this
registration statement. Notwithstanding
the foregoing, any increase or decrease
in volume of securities offered (if the
total dollar value of securities offered
would not exceed that which was
registered) and any deviation from the
high or low end of the estimated maximum
offering range may be reflected in the
form of prospectus filed with the
Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume
and price represent no more than 20
percent change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee" table
in the effective Registration Statement;
and
(iii) include any additional or
changed material information on the plan
of distribution not previously disclosed
in the registration statement or any
material change to such information in
the registration statement.
PROVIDED HOWEVER, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
information required to be included in a
post-effective amendment by those paragraphs
is contained in periodic reports filed by
the Company pursuant to Section 13 or Section
15(d) of the Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) for the purpose of determining any
liability under the Securities Act, 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.
(3) file a post-effective amendment to
remove from registration any of the securities
that remain unsold at the termination of the
offering.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised
that in the opinion of the Commission such
indemnification is against public policy as expressed
in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling
person of the small business issuer 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
small business issuer 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
Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mt. Kisco, New York, on this 10th
day of September, 1997.
HALSTEAD ENERGY CORP.
By: /s/ Claire E. Tarricone
Claire E. Tarricone
President
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
/s/ Claire E. Tarricone President and Director September 10, 1997
Claire E. Tarricone
/s/ Joseph A. Tarricone Vice President, Treasurer September 10, 1997
Joseph A. Tarricone and Director
/s/ Anthony J. Tarricone Vice President,Secretary September 10, 1997
Anthony J. Tarricone and Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4 Halstead Energy Corp. Amended and Restated
1996 Stock Option Plan
5 Opinion of Dennis Brovarone, Attorney at Law
(contains Consent of Counsel).
10 Consulting and Warrant Compensation Agreement.
23.1 Consent of Dennis Brovarone, Attorney at Law
(contained in Exhibit 5).
23.2 Consent of Goldman & Murphy, L.L.P.
<PAGE>
Exhibit 4
HALSTEAD ENERGY CORP.
1996 STOCK INCENTIVE PLAN
AS ESTABLISHED EFFECTIVE AS OF JANUARY 10, 1996
(AND AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 1, 1996)
ARTICLE I
Purpose
This 1996 Stock Incentive Plan (the "Plan") is intended
as an incentive and to encourage stock ownership by officers
and certain other employees of and consultants to the
Company, other than non-employee directors, in order to
increase their proprietary interest in the Company's
continued growth and success and to encourage such employees
to remain in the employ of and such consultants to continue
to render services to the Company.
It is intended that certain Options granted under this
Plan will qualify as Incentive Stock Options. The Company
makes no warranty as to the qualification of any Options as
Incentive Stock Options.
The Plan was established effective as of January 10,
1996, and is hereby amended and restated effective as of
November 13, 1996.
ARTICLE II
Definitions
As used herein, the following terms shall have the
following respective meanings:
(a) "Board" or "Board of Directors" means the Board of
Directors of the Company, as constituted from time to time.
(b) "Stock" means shares of the Common Stock, par
value $.001 per share, of the Company.
(c) "Code" means the United States Internal Revenue
Code of 1986, as amended.
(d) "Committee" means (i) a committee of two (2) or
more directors appointed from time to time by the Board of
Directors to administer the Plan pursuant to the provisions
of Article III below or (ii) the Board.
(e) "Company" means Halstead Energy Corp., a Nevada
corporation, or its subsidiaries and their respective
successors and assigns.
<PAGE>
(f) "Exchange Act" means the United States Securities
Exchange Act of 1934, as amended from time to time.
(g) "Fair Market Value" on a particular date means as
follows:
(i) if the Company's Stock is listed on any
exchange, the mean between the highest and lowest sale
prices reported as having occurred on any exchange on which
the Company's Stock may be listed and traded on the date in
question, or, if there is no such sale on that date, then on
the last preceding date on which such a sale was reported; or
(ii) if the Company's Stock is not listed on any
exchange but the Stock is quoted in the National Market
System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on a last sale basis,
the mean between the high and low sale price reported on the
date in question, or, if there is no such sale on that date,
then on the last preceding date on which a sale was
reported; or
(iii) if the Stock is not quoted on NASDAQ on a
last sale basis, the mean between the highest asked and
lowest bid prices for such Stock for the date in question,
or, if there are no transactions in the Stock on that day,
then on the last preceding date on which such transactions
occurred; or
(iv) in all other cases, the amount determined by
the Committee to be the fair market value based upon a good
faith attempt to value the Stock accurately and computed in
accordance with applicable regulations of the United States
Internal Revenue Service.
(h) "Incentive Stock Options" mean those Options
granted under the Plan that the Committee intends to qualify
as "incentive stock options" under Section 422 of the Code.
(i) "Non-Qualified Stock Options" mean those Options
granted under the Plan which the Committee does not intend
to qualify as Incentive Stock Options.
(j) "Option" or "Options" means the stock options
granted under the Plan.
(k) "Participants" means those officers, employee
directors, employees and consultants (other than
non-employee directors) who hold positions of responsibility
and whose performance, in the judgment of the Committee, can
have a significant effect upon the Company's success.
(l) "Restricted Stock" means shares of Stock issued or
transferred to a Participant pursuant to a Restricted Stock
Award.
(m) "Restricted Stock Award" means shares of Stock
issued or transferred to a Participant and which will become
free of restrictions specified by the Committee if continued
employment and/or other performance objectives specified by
the Committee are attained.
<PAGE>
(n) "Rights" mean stocks appreciation rights granted
under the Plan.
(o) "SEC Rule 16b-3" means Rule 16b-3 of the
Securities and Exchange Commission promulgated under the
Exchange Act, as such rule or any successor rule may be in
effect from time to time.
(p) "Secretary" means the Secretary of the Company
serving from time to time.
(q) "Securities Exchange Commission" means the United
States Securities and Exchange Commission or any successor
organization.
(r) "Stock Bonus Awards" means stock bonus awards
granted under the Plan.
ARTICLE III
Administration
The Plan shall be administered by the Committee. No
person shall be appointed to or shall serve as a member of
the Committee unless at the time of such appointment and
service he shall be a "non-employee director," as defined in
SEC Rule 16b-3 and an "outside director" within the meaning
of Section 162(m)(4)(c)of the Code. Notwithstanding the
foregoing, the Board may, in its discretion, reserve to
itself any or all of the authority and responsibility of the
Committee. To the extent the Board reserves to itself any
such authority and responsibility, the term "Committee" as
used in this Plan shall be deemed to refer to the Board.
Subject to the provisions of the Plan, the Board or the
Committee shall have sole authority, in its absolute
discretion: (a) to determine which of the eligible officers,
employees and consultants of the Company shall be granted
Options, Rights or Stock Bonus Awards; (b) to authorize the
granting of Incentive Stock Options, Non-Qualified Stock
Options, Rights and Stock Bonus Awards; (c) to determine the
times when Options, Rights or Stock Bonus Awards shall be
granted and the number of shares to be optioned or subject
to such grant; (d) to determine the consideration received
or to be received by the Company in exchange for the grant
of Options or other awards hereunder, the option price of
the shares subject to each Option or Right, which price
shall be not less than the minimum specified in ARTICLE V
hereof; (e) to determine the time or times when each Option,
Right or Stock Bonus Award becomes exercisable (whether in
whole or in part), the duration of the exercise period and
any other restrictions on the exercise of Options or Rights
issued hereunder; (f) to prescribe the form or forms of the
agreements under the Plan (which forms shall be consistent
with the terms of the Plan but need not be identical); (g)
to adopt, amend and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of
the Plan; and (h) to construe and interpret the Plan, the
rules and regulations and the agreements under the Plan and
to make all other determinations deemed necessary or
advisable for the administration of the Plan. All
decisions, determinations and interpretations by the Board
or the Committee, as the case may be, shall be final and
<PAGE>
binding on all Participants and their respective successors
and assigns and all persons claiming under or through them.
Any provision of the Plan to the contrary
notwithstanding, (a) transactions by or with respect to
officers and directors are intended to comply with any
applicable conditions of SEC Rule 16b-3 unless the Board or
the Committee determines otherwise; and (b) any provision of
the Plan that would prevent any transaction by or with
respect to an officer or director from complying with any
applicable condition of SEC Rule 16b-3 with which the Board
or the Committee intends such transaction to comply, or that
would prevent any transaction by or with respect to an
officer or director from qualifying for any exemption from
Section 16 of the Exchange Act for which the Board or the
Committee intends such transaction to qualify (including SEC
Rule 16b-3), shall be administered, interpreted and
construed to carry out such intention and any provision that
cannot be so administered, interpreted and construed shall
to that extent be disregarded.
ARTICLE IV
Stock Subject to the Plan
Under the Plan, the total number of shares of Stock
which may be purchased pursuant to Options or available for
Stock Bonus Awards granted under the Plan or acquired
pursuant to the exercise of Rights granted under the Plan
shall not exceed, in the aggregate, Six Hundred Fifty
Thousand (650,000) shares, except as such number of shares
shall be adjusted in accordance with the provisions of
ARTICLE XII hereof. The maximum number of shares with
respect to which Options or Rights may be granted during any
year to any employee under the Plan is 50% of the number of
shares available for grant under the Plan. The stock to be
issued under the Plan may be authorized but unissued Stock,
treasury shares of Stock, including shares of Stock
purchased in the open market or in private transactions,
shares of Stock issued or transferred to, or otherwise
acquired by, a grantor trust pursuant to the next sentence,
or a combination of each, as the Board or the Committee may
from time to time determine. The Board or the Committee may
(but need not) provide at any time or from time to time for
a number of shares of Stock, equal to the number of such
shares subject to options then outstanding under this Plan,
to be issued or transferred to, or acquired by, a grantor
trust for the purpose of satisfying the Company's
obligations under such options, and, unless prohibited by
applicable law, such shares held in trust shall be
considered authorized and issued shares with full dividend
and voting rights, notwithstanding that the options to which
such shares relate may not be exercisable at that time.
The number of shares of Stock available for grant of
Options, Rights or Stock Bonus Awards under the Plan shall
be decreased by the sum of the number of shares with respect
to which Options, Rights or Stock Bonus Awards have been
issued and are then outstanding and the number of shares
issued upon exercise of Options. Shares of Stock which are
subject to Rights linked with related Options shall be
counted only once in determining whether the maximum number
of shares of Stock which may be purchased or acquired under
the Plan has been exceeded. If any shares of Stock subject
to an Option, Right or Stock Bonus Award shall not be issued
<PAGE>
or transferred and shall cease to be issuable or
transferable because of the termination, in whole or in part,
of such Option, Right or Stock Bonus Award or for any other
reason, or if any such shares shall, after issuance or
transfer, be reacquired by the Company because of a
Participant's failure to comply with the terms and
conditions of a Stock Bonus Award, or if the Company shall
pay cash in lieu of issuing shares of Stock upon settlement
of an Option, Right or Stock Bonus Award, the shares not so
issued or transferred, or the shares so reacquired by the
Company, as the case may be, shall no longer be charged
against the number of shares of Stock subject to the Plan
and may again be made subject to Options, Rights or Stock
Bonus Awards.
ARTICLE V
Option Price
In the case of each Non-Qualified Stock Option granted
under the Plan, the Option price shall be determined by the
Committee. In the case of each Incentive Stock Option
granted under the Plan, the Option price shall be not less
than the Fair Market Value of the Stock at the time the
Option was granted. In no event shall the Option price be
less than the par value per share of Stock.
ARTICLE VI
Exercise and Terms of Options, Rights and Stock Bonus
Awards
Options may be granted for such lawful consideration,
including money or other property, tangible or intangible,
or labor or services received or to be received by the
Company, as the Committee may determine when the Option is
granted. Property for purposes of the preceding sentence
shall include an obligation of the Company unless prohibited
by applicable law. The Committee shall determine the date
or dates after which Options or Rights may be exercised or
Stock Bonus Awards become vested, in whole or in part. If
an Option or Right is exercisable or a Stock Bonus Award
becomes vested in installments, installments or portions
thereof which are exercisable and not exercised shall remain
exercisable. The Committee may, at any time, accelerate the
date on which an Option becomes exercisable, and no
additional consideration need be received by the Company in
exchange for such acceleration.
Any other provision of the Plan notwithstanding, no
Option or Right shall be exercisable after the date ten (10)
years from the date of grant of such Option (the
"Termination Date"). If, prior to the Termination Date, a
Participant shall cease to be employed by the Company and
its parent or subsidiary corporations (other than for
termination without cause or other than by reason of death
or permanent and total disability within the meaning of
Section 22(e)(3) of the Code), each Option and Right held by
such Participant will remain exercisable for a period not
extending beyond three (3) months after the date of
cessation of employment to the extent such Option or Right
was exercisable at the time of cessation of employment. If,
prior to the Termination Date, a Participant shall cease to
be employed by the Company or its parent or subsidiary
corporations by reason of a permanent and total disability
<PAGE>
within the meaning of Section 22(e)(3) of the Code, the
Option or Right granted hereunder will remain exercisable
for a period not extending beyond one (1) year after the
date of cessation of employment to the extent it was
exercisable at the time of cessation of employment. In the
event of the death of a Participant prior to the Termination
Date and while employed by the Company or its parent or
subsidiary corporations or while entitled to exercise an
Option or Right pursuant to the preceding sentences of this
paragraph, the Option or Right granted hereunder may provide
that it will remain exercisable at any time prior to the
Termination Date, but in no event later than one (1) year
from the date of death, by the person or persons to whom the
Participant's rights under the Option or Right pass pursuant
to the Plan to the extent that the Participant was entitled
to exercise it on the date of death.
The Committee may specify, at the time of grant of an
Inventive Stock Option or, with respect to a Non-Statutory
Stock Option, at or after the time of grant, that a
Participant shall be granted a Non-Statutory Stock Option (a
"Restored Option") if and when (i) such Participant
exercises all or part of an Option, including a previously
granted Restored Option, (an "Original Option") by
surrendering shares of Common Stock already owned by him in
full or partial payment of the option price under such
Original Option and/or (ii) shares of Common Stock are
surrendered or withheld to satisfy tax obligations incident
to the exercise of such Original Option. All Restored
Options shall be subject to the availability of shares of
Common Stock under the Plan at the time of such exercise. A
Restored Option shall cover a number of shares of Common
Stock not greater than the number of shares of Common Stock
surrendered in payment of the option price under such
Original Option and/or used to satisfy any tax obligation
incident to the exercise of such Original Option. Each
Restored Option shall have an option price equal to the Fair
Market Value of the Common Stock on the date of grant of the
Restored Option and shall expire on the stated expiration
date of the Original Option. The date of grant of a
Restored Option shall be the date on which the exercise of
the Original Option or a previously granted Restored Option
resulted in the grant of such Restored Option. A Restored
Option shall be exercisable at any time and from time to
time from or after the date of grant of the Restored Option
(or as the Committee in its sole discretion shall otherwise
specify in the written instrument evidencing the Restored
Option). The written instrument evidencing a Restored
Option shall contain such other terms and conditions, which
may include a restriction on the transferability of the
Common Stock received upon the exercise of the Original
Option or Restored Option, as the Committee in its sole
discretion may deem desirable.
Each stock option may but need not provide for the
payment to the Participant, in either cash or shares, as the
Committee may determine, of an amount equal to the dividends
that would have been paid on the shares subject to the
option if such shares had been outstanding from the date on
which the stock option was granted and if such dividends had
been reinvested in additional shares of the Company. The
Participant's entitlement to receive any such cash or shares
may but need not be contingent on the Participant's exercise
of the option, as the Committee may determine.
<PAGE>
ARTICLE VII
Special Provisions Applicable to
Incentive Stock Options Only
Incentive Stock Options may be granted only to the
employees of the Company or a parent or subsidiary of the
Company (within the meaning of Code section 424). Except as
hereafter permitted by the Code, the aggregate Fair Market
Value (determined as of the time the Option is granted) of
the Stock with respect to which any Incentive Stock Option
may be exercisable for the first time by the grantee in any
calendar year (under this Plan or any other stock option
plan of the Company or any parent or subsidiary corporation
thereof (within the meaning of Sections 424(e) and (f) of
the Code)) shall not exceed One Hundred Thousand Dollars
($100,000).
No Incentive Stock Option may be granted to an
individual who, at the time the Option is granted, owns,
directly or indirectly (within the meaning of Section 424(d)
of the Code), stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock
of the Company or of any parent or subsidiary corporation
thereof (within the meaning of Sections 424(e) and (f) of
the Code), unless such Option (i) has an Option price of at
least one hundred ten percent (110%) of the Fair Market
Value of the Stock on the date of the grant of such Option
and (ii) such Option cannot be exercised more than five (5)
years after the date it is granted.
ARTICLE VIII
Payment for Stock
Payment for shares of Stock purchased under an Option
granted hereunder shall be made in full upon exercise of the
Option by certified or bank cashier's check or, to the
extent permitted by law and the applicable agreement, (i) by
the surrender or delivery to the Company of shares of its
stock having a Fair Market Value on the date of exercise
equal to the purchase price for the Stock as to which the
Option is being exercised and which have been held by the
Participant for such period of time, if any, as the Company
may require or (ii) by delivery of a promissory note secured
by a pledge of the Class A Stock, provided that any such
note shall mature in ten (10) years or such lesser period as
may be specified by the Committee and, in the case of an
Incentive Stock Option, any such note shall bear interest at
the minimum rate required to avoid imputation of interest
under United States federal income tax laws applicable at
the time of exercise. The Stock purchased shall thereupon
be promptly delivered; provided, however, that the Company
may, in its discretion, require that a Participant pay to
the Company, at the time of exercise, such amount as the
Company deems necessary to satisfy its obligation to
withhold federal, state or local income or other taxes
incurred by reason of the exercise or the transfer of shares
thereupon. Payment for shares of Stock purchased under an
Option granted hereunder shall also be deemed made if and
when the Company receives documentation that it determines
satisfies the cashless exercise provisions of the Federal
Reserve Board's Regulation T.
<PAGE>
No Employee shall make any elective contribution or
employee contribution to the Plan (within the meaning of
Treasury Regulation section 1.401(k)-1(d)(2)(iv)(B)(4))
during the balance of the calendar year after the Employee's
receipt of a hardship distribution from a plan of the
Company or a related party within the provisions of Code
sections 414(b), (c), (m) or (o) containing a cash or
deferred arrangement under section 401(k) of the Code, or
during the following calendar year. The preceding sentence
shall not apply if and to the extent that the Company
determines it is not necessary to qualify any such plan as a
cash or deferred arrangement under section 401(k) of the
Code.
ARTICLE IX
Stock Appreciation Rights
In the discretion of the Committee, a Right may be
granted (i) alone, (ii) simultaneously with the grant of an
Option (either Incentive or Non-Qualified) and in
conjunction therewith or in the alternative thereto or (iii)
subsequent to the grant of a Non-Qualified Option and in
conjunction therewith or in the alternative thereto.
The exercise price of a Right granted alone shall be
determined by the Committee, but shall not be less than one
hundred percent (100%) of the Fair Market Value of one share
of the Company's Stock on the date of grant of such Right.
Except as otherwise provided by the Committee and subject to
applicable law, a Right granted simultaneously with or
subsequent to the grant of an Option and in conjunction
therewith or in the alternative thereto shall have the same
exercise price as the related Option, shall be transferable
only upon the same terms and conditions as the related
Option and shall be exercisable only to the same extent as
the related Option; provided, however, that, a Right, by its
terms, shall be exercisable only when the Fair Market Value
per share of Stock subject to the Right and related Option
exceeds the exercise price per share thereof.
Upon any exercise of a Right, the number of shares of
Stock for which any related Option shall be exercisable
shall be reduced by the number of shares of Stock for which
the Right shall have been exercised. The number of shares
of Stock for which a Right shall be exercisable shall be
reduced upon any exercise of any related Option by the
number of shares of Stock for which such Option shall have
been exercised.
A Right shall entitle the Participant upon exercise
thereof to receive from the Company a number of shares of
Stock (with or without restrictions as to substantial risk
of forfeiture and transferability, as determined by the
Committee in its sole discretion), an amount of cash or any
combination of shares and cash, as determined by the
Committee in its sole discretion, having an aggregate Fair
Market Value on the date of exercise equal to the product of
(i) the excess of the Fair Market Value, on the date of such
exercise, of one (1) share over the exercise price per share
specified in such Right or its related Option and (ii) the
number of shares for which such Right shall be exercised;
provided, however, that no fractional shares of Stock shall
be issued upon exercise of a Right.
<PAGE>
A Right shall be deemed exercised on the last day of
its term, if not otherwise exercised by the holder thereof,
provided that the Fair Market Value of the shares subject to
the Right exceeds the exercise price thereof on such date.
ARTICLE X
Stock Bonus Awards
Stock Bonus Awards shall consist of shares of Stock
distributed to a Participant or which the Committee agrees
to distribute in the future in lieu of, or as a supplement
to, any other compensation that may have been earned by
services rendered prior to the date the Stock Bonus Award is
made. Stock Bonus Awards may, but need not, be issued in
the form of a (i) Performance Unit Award, which consists of
shares of Stock that will be distributed to a Participant in
the future if continued employment or other performance
objectives specified by the Board or the Committee are
attained or (ii) Restricted Stock Award. The amount of a
Stock Bonus Award may, but need not, be determined by
reference to the market value of Stock.
A Participant may be granted a Stock Bonus Award
whether or not the Participant is eligible to receive
similar or dissimilar incentive compensation under any other
plan or arrangement of the Company.
Stock subject to a Stock Bonus Award may be issued or
transferred to a Participant at the time such Stock Bonus
Award is granted, or at any time subsequent thereto, or in
installments from time to time, as the Committee shall
determine. In the event that any such issuance, transfer or
payment shall not be made to the Participant at the time
such Award is granted, the Committee may but need not
provide for payment to such Participant, either in cash or
shares, from time to time or at the time or times such
shares shall be issued or transferred or cash shall be paid
to such Participant, of amounts not exceeding the dividends
which would have been payable to such Participant in respect
of such shares if such shares had been issued or transferred
to such Participant at the time such Award was granted and
any such dividends had been reinvested in Company shares.
Any Stock Bonus Award may, in the discretion of the
Committee, be settled in cash, on each date on which shares
would otherwise have been delivered or become unrestricted,
in an amount equal to the Fair Market Value on such date of
the shares which would otherwise have been delivered or
become unrestricted.
Stock Bonus Awards shall be subject to such terms and
conditions, including, without limitation, restrictions on
the sale or other disposition of the shares of Stock issued
or transferred pursuant to such Stock Bonus Award, and
conditions calling for forfeiture of the Stock Bonus Award
or the shares of Stock issued or transferred pursuant
thereto in designated circumstances, as the Committee shall
determine; provided, however, that upon the issuance or
transfer of shares of Stock pursuant to any such Stock Bonus
Award, the recipient shall, with respect to such shares, be
and become a stockholder of the Company fully entitled to
receive dividends, to vote and to exercise all other rights
<PAGE>
of a shareholder except to the extent otherwise provided in
the Stock Bonus Award.
ARTICLE XI
Non-Transferability
Options, Rights and Stock Bonus Awards granted under
the Plan, including any "derivative securities" issued under
the Plan, shall not be transferable or assignable other than
by will or the laws of descent and distribution (or, in the
case of an Incentive Stock Option, and if so permitted by
the Committee, pursuant to a beneficiary designation by the
Participant that is consistent with Section 422 of the Code
and any related Treasury Department rulings and
regulations), and shall be exercisable, during the
Participant's lifetime, only by him. Notwithstanding the
foregoing, the Committee may permit a Participant to
transfer any award granted under this Plan, other than an
Incentive Stock Option or any other award that is linked to
an Incentive Stock Option, to members of his immediate
family (defined as his children, grandchildren and spouse)
or to one or more trusts for the benefit of such family
members or partnerships in which such family members are the
only partners if (and only if) the instrument evidencing
such award expressly so provides (or is amended to so
provide) and the Participant does not receive any
consideration for the transfer; provided that any such
transferred award shall continue to be subject to the same
terms and conditions that were applicable to such award
immediately prior to its transfer (except that such
transferred award shall not be further transferable by the
transferee during lifetime).
ARTICLE XII
Adjustments for Recapitalizations, Mergers, Etc.
The aggregate number of shares of Stock which may be
purchased pursuant to Options granted hereunder, the number
of shares of Stock covered by each outstanding Option or
Right, the exercise price of each such Option or Right and
the number of shares subject to a Stock Bonus Award shall be
appropriately adjusted, if necessary, for any increase or
decrease in the number of outstanding Stock resulting from a
stock split or other subdivision or consolidation of Stock
or for other capital adjustments or payments of stock
dividends or distributions or other increases or decreases
in the outstanding Stock effected without receipt of
consideration by the Company.
Subject to any required action by the shareholders, (i)
if the Company shall be the surviving corporation in any
merger or consolidation or (ii) if the Company shall not be
the surviving corporation in any merger or consolidation but
the shareholders of the Company shall hold fifty percent
(50%) or more of the surviving corporation, any Option,
Right or Stock Bonus Award granted hereunder shall cover the
securities to which a holder of the number of shares of
Stock covered by the unexercised or invested portion of the
Option, Right or Stock Bonus Award would have been entitled
pursuant to the terms of the merger or consolidation.
<PAGE>
Unless otherwise provided in the Option, Right or Stock
Bonus Award or in the foregoing paragraph, upon any merger
or consolidation in which the Company shall not be the
surviving corporation, a dissolution or liquidation of the
Company or a sale of all or substantially all of its assets,
all Options, Rights and Stock Bonus Awards outstanding
hereunder shall terminate; provided, however, that the
surviving corporation may grant an option or options to
purchase its shares on such terms and conditions, both as to
the number of shares and otherwise, which shall
substantially preserve the rights and benefits of any Option,
Right and Stock Bonus Awards then outstanding hereunder.
The foregoing adjustments and the manner of application
of the foregoing provisions shall be determined by the Board
or the Committee in its sole discretion. Any such
adjustment may provide for the elimination of any fractional
share which might otherwise become subject to an Option.
The Committee may provide for an award under the Plan
to become vested or exercisable in the event of a change in
control of the Company.
ARTICLE XIII
No Obligation to Exercise Option
Granting of an Option shall impose no obligation on the
recipient to exercise such Option.
ARTICLE XIV
Use of Proceeds
The proceeds received from the sale of Stock pursuant
to the Plan shall be used for general corporate purposes.
ARTICLE XV
Rights as a Shareholder
A Participant or a transferee of an Option, Right or
Stock Bonus Award shall have no rights as a shareholder with
respect to any share covered by a Participant's Option,
Right or Stock Bonus Award until such Participant shall have
become the holder of record of such share, and such
Participant shall not be entitled to any dividends or
distributions or other rights in respect of such share for
which the record date is prior to the date on which such
Participant shall have become the holder of record thereof.
<PAGE>
ARTICLE XVI
Employment Rights
Nothing in the Plan or in any Option, Right or Stock
Bonus Award granted hereunder shall confer on any
Participant who is an employee any right to continue in the
employ of the Company or to interfere in any way with the
right of the Company to terminate the Participant's
employment at any time.
ARTICLE XVII
Compliance with the Law; Withholding
The Company is relieved from any liability for the
non-issuance or non-transfer or any delay in issuance or
transfer of any shares of Stock subject to Options, Rights
or Stock Bonus Awards under the Plan which results from the
inability of the Company to obtain or in any delay in
obtaining from any regulatory body having jurisdiction all
requisite authority to issue or transfer shares of Stock of
the Company either upon exercise of the Options under the
Plan or shares of Stock issued as a result of such exercise
or granted pursuant to a Stock Bonus Award if counsel for
the Company deems such authority necessary for lawful
issuance or transfer of any such shares. Appropriate legends
may be placed on the stock certificates evidencing shares
issued upon exercise of Options, Rights or Stock Bonus
Awards to reflect such transfer restrictions. With respect
to withholding required upon the exercise of Options, upon
the lapse of restrictions on Restricted Stock, or upon any
other taxable event hereunder, the Committee may permit or
require Participants, subject to such terms and conditions
as it may impose, to satisfy the withholding requirement, in
whole or in part, by having the Company withhold shares of
Stock having a Fair Market Value on the date the tax is to
be determined equal to the maximum marginal total tax which
could be imposed on the transaction or such greater or
lesser amount as the Committee may permit. If the Committee
so provides, such shares of Stock withheld may be already
owned shares of Stock which the Participant tenders in
satisfaction of the withholding requirement or shares of
Stock issuable by the Company in connection with the
exercise of Options, the lapse of restrictions on Restricted
Stock or the other taxable event hereunder, or shares of
Stock from any other source.
ARTICLE XVIII
Cancellation of Options or Rights
The Committee, in its discretion, may, with the consent
of any Participant, cancel any outstanding Option or Right
hereunder and/or reissue such Option or Right at a lower
price.
<PAGE>
ARTICLE XIX
Adoption of Plan
This Plan shall become effective upon the date of its
adoption by the Board, subject, however, to approval by the
Company's shareholders within twelve (12) months from the
date of adoption of the Plan by the Board.
ARTICLE XX
Expiration Date of Plan
The Plan shall remain in effect until all shares
authorized to be issued or transferred hereunder have been
exhausted or until the Plan is sooner terminated by the
Board of Directors, and shall continue in effect thereafter
with respect to any Options, Rights or Stock Bonus Awards
outstanding at the time of such termination. In no event
shall an Incentive Stock Option be granted under the Plan
after ten years from the Plan's effective date.
ARTICLE XXI
Amendment or Discontinuance of Plan
The Board may, at any time and from time to time, amend
or modify the Plan in any respect without shareholder
approval, unless shareholder approval of the amendment or
modification in question is required under Nevada law, the
Code (including without limitation Code section 162(m)(4)
and Code section 422 and Proposed Treasury Regulation
section 1.422A(b)(iv) thereunder), any exemption from
Section 16 of the Exchange Act (including without limitation
SEC Rule 16b-3) for which the Company intends transactions
by officers or directors to qualify, any national securities
exchange or system on which the Stock is then listed or
reported, by any regulatory body having jurisdiction with
respect to the Plan, or under any other applicable laws,
rules or regulations. The Board may also terminate the Plan
at any time. The Committee may amend the terms of any award
granted under the Plan, prospectively or retroactively, but
no such amendment shall impair the rights of any Participant
without such Participant's consent. Any provision of this
Article XXI to the contrary notwithstanding, no amendment or
termination of the Plan shall adversely affect any Option
granted prior to the date of such amendment or termination
without the written consent of the Participant.
ARTICLE XXII
GOVERNING LAW
The Plan, such Options, Rights and Stock Bonus Awards
as may be granted thereunder and all related matters shall
be governed by, and construed and enforced in accordance
with, the laws of the State of New York from time to time
obtaining, except that all matters pertaining to the Nevada
General Corporation Law shall be governed by Nevada law.
<PAGE>
Exhibit 5
DENNIS BROVARONE
ATTORNEY AND COUNSELOR AT LAW
11249 West 103rd Drive
Westminster, Colorado 80021
ph: 303 466 4092 / fax: 303 466 4826
September 9, 1997
Gentlemen:
Halstead Energy Corp., a Nevada corporation (the
"Company"), has requested my legal opinion in connection with
the registration under the Securities Act of 1933, as
amended, of 1,100,000 shares of common stock, par value $.01
per share, of the Company (the "Shares") pursuant to a
Registration Statement on Form S-8 of the Company (the
"Registration Statement") to be filed with the Securities
and Exchange Commission (the "Commission"). The Shares (i)
have been or may be offered for purchase and issued pursuant
to the Halstead Energy Corp., Amended and Restated 1996
Stock Option Plan (the "Plan") and a Consulting and Warrant
Compensation Agreement, dated July 30, 1997, by and between
the Company and Boulder Financial Group (the "Consultant").
Pursuant to the terms of the Consulting Agreement, the
Company has agreed to issue to the Consultant: (a)
non-transferable warrants which are exercisable to purchase,
an aggregate of 400,000 Shares at an exercise price equal to
$.41 per Share; and (b) 50,000 Shares; and (ii) once issued
pursuant to options granted under the Consulting Agreement
may be re-offered and resold by the Consultant. The Shares
issuable pursuant to the Plan (i) have been or may be
offered for purchase and (ii) once issued pursuant to
options granted under the Plan to certain selling
stockholders may be re-offered and resold by such selling
stockholders. This opinion is being provided at your
request in connection with the filing of the Registration
Statement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the
Registration Statement. I have examined the Registration
Statement, the Plan, the Consulting Agreement, the Articles
of Incorporation and By-Laws of the Company, the proceedings
of the Board of Directors of the Company relating to the
authorization of the issuance of the Shares, and such other
statutes, certificates, instruments and documents relating
to the Company and matters of law as I have deemed relevant
or necessary to the opinion as set forth below. In such
examination, I have assumed, without independent
investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the
aforesaid documents, the authenticity of all documents
submitted to me as originals, the conformity with originals
of all documents submitted to me as copies (and the
authenticity of the originals of such copies), and all
public records reviewed are accurate and complete. As to
factual matters, I have relied on an officer's certificate
and have not independently verified the matters stated
therein.
Based upon the foregoing, I am of the opinion and
so advise you that the Shares when issued, sold and
delivered upon the exercise of any or all of the options in
the manner described included in the Registration
Statement, are, or when issued and delivered as contemplated
in the Registration Statement and in accordance with either
the Plan or the Consulting Agreement, will be, validly
issued, fully-paid and non-assessable.
<PAGE>
The opinion expressed in this letter is solely for
the use of the Company in connection with the Registration
Statement. This opinion may not be relied on by any other
person or in any other connection without our prior written
approval. The opinion expressed in this letter is limited to
the matters set forth herein, and no other opinion should be
inferred beyond the matters expressly stated. I hereby
consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not
admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated
thereunder.
Sincerely,
/s/ DENNIS BROVARONE
Dennis Brovarone
Attorney at Law
<PAGE>
Exhibit 10
CONSULTING AND WARRANT COMPENSATION AGREEMENT
THIS AGREEMENT, is executed and made effective this
30th day of July, 1997, between Halstead Energy Corp., a
Nevada corporation (the "Company") and Boulder Financial
Group ("Consultant").
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Agreement, the
parties hereto agree as follows:
1. Consultation.
The Company hereby retains the services of Consultant,
as an independent contractor, which retention is accepted
and agreed to be performed by Consultant, subject to and
upon the terms and conditions set forth below.
2. Term.
The term of this Agreement shall begin on the date
hereof, and shall continue for a period of one year (or such
longer period as the Company and the Consultant may agree in
writing) unless earlier terminated by the Company for Cause,
as defined in Section 6.4 hereof.
3. Consultant's Status.
It is understood and agreed that Consultant shall be at
all times and for all purposes hereunder an independent
contractor to the Company and under no circumstances shall
be deemed an employee, partner or joint venture of or with
the Company. Consultant agrees that he shall not directly
or indirectly imply or represent to others, or permit
another to imply or represent to others that Consultant has
any authority to act for, represent or bind the Company in
any matter by virtue of this Agreement.
4. Service of Consultant
4.1. Upon the request of the Company, Consultant
shall consult with and advise the Company with respect to
matters concerning: (i) investor relations; (ii)
dissemination of quarterly and annual reports as filed by
the Company with the Securities and Exchange Commission;
(iii) communications with analysts; and (iv) potential
acquisitions. Said services shall not relate to any capital
raising transaction.
4.2. Consultant agrees to exercise its best
efforts, skill and diligence in the performance of its
services hereunder and shall perform all services in a
workmanlike fashion.
<PAGE>
4.3. Throughout the term of this Agreement,
Consultant shall provide services to the Company on a
part-time basis and may perform the same or similar services
for other persons or entities not inconsistent with its
undertakings hereunder.
5. Covenants and Acknowledgments of Consultant.
5.1. Consultant covenants and agrees for itself
and its Affiliates (hereinafter defined) that it will not,
during the term of this Agreement or thereafter,
communicate, divulge or otherwise disclose to any other
person, firm, association, or corporation, or use, without
the express written consent of the Company, any Confidential
Information (hereinafter defined) of the Company.
For purposes of this Agreement, Confidential
Information shall mean all information relating to the
Company or its subsidiaries provided to the Consultant in
writing except for that information contained (i) in its
filings with Securities and Exchange Commission and prior
press releases (ii) in a writing received by the Consultant
from the Company which is not marked "confidential."
Consultant shall not make an untrue statement of
material fact regarding the Company or omit to state a
material fact in the judgment of Consultant necessary in
order to make any statement regarding the Company made by
the Consultant not misleading, providing, however, that the
Consultant shall be entitled to rely on (i) reports filed by
the Company with the Securities and Exchange Commission,
(ii) written press releases issued by the Company without
the Consultant's advice or consultation, and (iii) written
press releases issued by the Company with the Consultant's
advice or consultation which it has, based on reasonable
investigation, reasonable grounds to believe and believes
makes no untrue statement of a material fact and omit to
state no material fact necessary to make any statement made
not misleading.
6. Compensation.
6.1. As consideration for all services to be
rendered by Consultant pursuant to Section 4 above, and in
lieu of any compensation which may be payable to either
Creative Business Strategies, Inc., (CBS) or Wall Street
Financial (WSF) under their respective agreements with the
Company dated February 27, 1997 (and assuming the waiver by
CBS, and WSF of their respective rights to such compensation
simultaneously herewith), the Company agrees to issue to
Consultant Common Stock Purchase Warrants ("Warrants")
exercisable to purchase 400,000 shares of Common Stock of
the Company at $.41 per share.
6.2. All 400,000 Warrants shall be exercisable for
a period of one year commencing after the completion of
registration of said shares, unless the expiration date of
the Warrants shall be extended to a later date in writing by
the Company.
6.3. The warrant certificates (the "Warrant
Certificates") to be delivered pursuant to this Agreement
shall be in the form set forth as Exhibit A, with such
<PAGE>
appropriate insertions, omissions, substitutions and other
variations as required or permitted by this Agreement
(Exhibit A to follow).
6.4. Notwithstanding the foregoing, the Warrants
described in Section 6.1 above shall terminate and be of no
further force or effect if, prior to their exercise, this
Agreement is terminated by the Company for Cause. For the
purpose of this Agreement, the term "for Cause" shall mean
(i) Consultant shall commit a material breach of this
Agreement unless such breach shall be cured by the
Consultant within a period of thirty (30) days after written
notice by the Company of such breach, (ii) Consultant, or
its officers, directors and/or employees, are shown to have
engaged in any act of fraud or dishonesty detrimental to the
Company, or its subsidiaries or any of its customers or
clients, or (iii) Consultant has been grossly negligent in
the performance of its duties or responsibilities hereunder.
7. Expenses.
Consultant shall be responsible for all of its expenses
related to telephone, mail, printing, press releases, broker
meetings, the expenses related to running its operations,
including its employees, affiliates, and general
administrative expenses; provided that the Company agreed to
issue to Consultant 50,000 shares of the Company's Common
Stock, $.01 par value, as the sole amount it will pay
Consultant (or reimburse Consultant for) or be responsible
for in this regard. The Company will only be responsible
for any specific obligations it requests the Consultant to
do which might include travel accommodations, broker
presentations, etc. The Company will be responsible for all
expenses related to lodging for said Consultants to and from
the Company's different facilities and to and from any
locations the Company specifically requests Consultants to
go to. Otherwise the Consultant will pay for all of its
expenses related to its work. The Company will be
responsible for providing copies of its normal printed
information.
8. Registration Rights.
8.1. On or before September 15, 1997 or as soon
thereafter as practical, the Company shall cause to be
prepared and filed with the SEC a Registration Statement on
Form S-8 or other appropriate form registering all the
shares of Common Stock issuable upon exercise of the
Warrants and all of the shares of Common Stock referenced in
Section 7 above (the "Registration Statement").
8.2. In connection with the preparation and filing
of the Registration Statement, the Company agrees to (i) use
its best efforts to cause such Registration Statement to
become and remain effective; (ii) prepare and file with the
SEC such amendments and supplements to such Registration
Statement as may be necessary to keep such Registration
Statement effective for the entire period warrants remain
outstanding; (iii) furnish to the Consultant such number of
copies of a prospectus, in conformity with the requirements
of the Act, and such other documents as Consultant may
reasonably request in order to facilitate the disposition of
the shares of Common Stock; and (iv) use its best efforts,
at the Consultant's request, to register and qualify the
<PAGE>
shares of such states that Consultant gives notice to the
Company, provided, however, that the Company shall not be
required in connection therewith to (i) qualify generally to
do business in any jurisdiction where it would not otherwise
be required to qualify; (ii) subject itself to any tax or
obligation to collect any tax in any such jurisdiction, or
(iii) consent to generally services or process in such
jurisdiction or (iii) consent to general services or process
in such jurisdiction, or (iv) qualify in any state (a) or in
such number of states where the Company believes, in its
reasonable discretion, qualification would be unreasonably
expensive or time consuming or (b) where its affiliates
would be required lock-up their shares, cancel any of their
options or take other similar action. The Consultant agrees
to cooperate in all reasonable respects with the preparation
and filing of the Registration Statement.
8.3. All fees and other expenses incurred in
connection with the registration of the shares of Common
Stock underlying the Warrants shall be borne by the Company
(except fees, if any, of the Consultant's legal counsel),
including, without limitation, fees of the Company's legal
counsel, Securities and Exchange Commission filing fees,
printing costs, accounting fees and costs, transfer agent
fees and any other miscellaneous costs and disbursements.
The Consultant shall be liable for any and all underwriting
discounts, brokerage commissions or other fees or expenses
incurred in connection with the sale or other disposition by
the Consultant of the shares of Common Stock covered by the
Registration Statement.
8.4. To the extent permitted by law, the Company
will indemnify and hold harmless Consultant, including its
officers, directors, employees, agents, and representatives,
against any losses, claims, damages, liabilities, or
expenses, including without limitation attorney's fees and
disbursements, to which Consultant may become subject under
the Act to the extent that such losses, claims, damages, or
liabilities arise out of or are bases upon any violation by
the Company of the Act or under the Securities Exchange Act
of 1934, or any rule or regulation promulgated thereunder
applicable to the Company, or arises out of or are based
upon any untrue or alleged untrue statement of any material
fact contained in the Registration Statement, or arise out
of any violation by the Company of any rule or regulation
promulgated under the Act applicable to the Company and
relating to action or inaction required of the Company in
connection with such Registration Statement; provided,
however, that such indemnity contained in this paragraph
shall not apply to any loss, damage or liability to the
extent that same arises out of or is based upon an untrue
statement or omission made in connection with such
Registration Statement in reliance upon and in conformity
with information furnished in writing expressly for use in
connection with such Registration Statement by Consultant.
8.5. Except for the obligations of the Company set
forth in Sections 8.1 and 8.2 above, all obligations
relating to compliance with applicable laws and regulations
governing the distribution of securities in connection with
Consultant's sale of common stock of the Company acquired
pursuant to the exercise of the Warrants shall be the sole
obligation of the Consultant.
<PAGE>
9. Representations and Warranties of the Consultant.
The Consultant hereby represents and warrants to the
Company that there are no agreements or binding obligations
enforceable against the Consultant which would be violated
by its entering into this agreement or providing the
services to be provided hereunder.
10. Indemnifications.
10.1.The Consultant agrees to indemnify, defend
and hold harmless the Company, and officers, directors,
shareholders, agents, employees (hereafter "Affiliates") of
the Company, attorneys, successors and assigns, from and
against, and pay or reimburse each of them for, any and all
claims, losses, damages, judgments, amounts paid in
settlement, costs and legal, accounting or other expenses
that any of them may sustain or incur as a result of any
misrepresentation, any inaccuracy in, or any breach of, any
warranty or representation or any non-performance of any
covenant or other obligation on the part of the Consultant
contained in this Agreement.
10.2.The Company agrees to indemnify, defend and
hold harmless the Consultant, and its Affiliates, attorneys,
successors and assigns, from and against, and pay or
reimburse each of them for, any and all claims, losses,
damages, judgments, amounts paid in settlement, costs and
legal, accounting or other expenses that any of them may
sustain or incur as a result of any misrepresentation, any
inaccuracy in, or any breach of, any warranty or
representation or any non-performance of any covenant or
other obligation on the part of the Company contained in
this Agreement.
11. Attorneys' Fees.
In the event there is any litigation or arbitration
between the parties concerning this Agreement, the
successful party shall be awarded its reasonable attorneys'
fees and litigations costs, including the costs incurred in
the collection of any judgment.
12. Notices.
Any notice, request, instruction, or other document to
be given hereunder by any party hereto to any other party
hereto shall be in writing and delivered personally or by
overnight courier or sent by facsimile transmission, if to
Consultant to:
Boulder Financial Group
885 Arapahoe Avenue
Boulder, Colorado 80302
Attention: Elizabeth Mandel
<PAGE>
with a copy to:
Gray, Plant, Mooty, Mooty & Bennett
3400 City Center
33 South 6th Street
Minneapolis, Minnesota 55402
Attention: Lindley Branson, Esq.
if to the Company:
Halstead Energy Corp.
33 Hubbells Drive
Mt. Kisco, New York 10059
Attention: Claire E. Tarricone
with a copy to:
Halstead Energy Corp.
33 Hubbells Drive
Mt. Kisco, New York 10059
Attention: Larry Hughes, Esq.
or at such other address for a party as specified by
like notice.
13. Partial Invalidity.
If any provisions of this Agreement are in violation of
any statute or rule of law of any state or district in which
it may be sought to be enforced, then such provisions shall
be deemed null and void only to the extent that they may be
in violation thereof, but without invalidating the remaining
provisions.
14. Non-Assignability.
14.1.The obligations of the Consultant to perform
hereunder shall not be assignable by it without prior
written consent of the Company.
14.2.This Agreement shall be binding upon the
respective parties hereto and their successors and permitted
assigns.
15. Waiver.
No waiver of any breach of any one of the agreements,
terms, conditions or covenants of this Agreement by the
Company shall be deemed to imply or constitute a waiver of
any other agreement, term, condition or covenant of this
Agreement. The failure of either party to insist on strict
performance of any agreement, term, condition or covenant,
<PAGE>
herein set forth, shall not constitute or become construed
as a waiver of the right of either or the other thereafter
to enforce any other default of such agreement, term,
condition or covenant, neither shall such failure to insist
upon strict performance be deemed sufficient grounds to
enable either party hereto to forego or subvert or otherwise
disregard any other agreement, term, condition or covenant
of this Agreement.
16. Governing Law.
This Agreement and the rights and duties of the parties
shall be construed enforced in accordance with the laws of
the State of Colorado.
17. Fax Counterparts.
This Agreement may be executed by telex, telecopy or
other facsimile transmission, and such facsimile
transmission shall be valid and binding to the same extent
as if it were an original. Further, this Agreement may be
signed in one or more counterparts, all of which when taken
together shall constitute the same document.
18. Entire Agreement.
This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof.
There are no representations, warranties, conditions or
obligations except as herein specifically provided. Any
amendment or modification hereof must be in writing.
IN WITNESS WHEREOF, the parties to this Agreement have
duly executed this Agreement effective on the day and year
first above written.
HALSTEAD ENERGY CORPORATION
By: /s/ Claire S. Tarricone, President
Claire S. Tarricone
President
BOULDER FINANCIAL GROUP
By: /s/ Elizabeth R. Mandell, Managing Partner
Elizabeth R. Mandell, Managing Partner
<PAGE>
SERVICES PROVIDED BY BOULDER FINANCIAL GROUP
1. Daily communication with existing brokers
that are active in the Company's stock.
2. Introducing our existing broker network to
the Company.
3. Research and develop new relationship with
brokers and investment banking firms
interested in retailing the Company's stock.
4. Development of a high quality investor
package on the Company to be sent out to
brokers and institutional investors.
5. Communicate with research analyst(s) to
write research reports on the Company and
distribute with investor package.
6. Develop a corporate profile and include in
investor package.
7. Mail, at our own expense, investor packages
to interested brokers for the Company.
8. Meet with brokers in different parts of the
country to introduce the Company.
9. Distribute news releases and updates
from the Company.
<PAGE>
Exhibit 23.2
GOLDMAN & MURPHY, L.L.P.
Certified Public Accountants
September 10, 1997
The Board of Directors
Halstead Energy Corp.
33 Hubbells Drive
Mount Kisco, New York 10549
We consent to the use of our report incorporated herein
by reference and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ Goldman & Murphy, L.L.P.
Goldman & Murphy, L.L.P.
