To Become Effective Upon Filing Pursuantt to Rule 462
As filed with the Securities and Exchange Commission on September 20, 1996
Registration No. 333-
-----------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEMICON TOOLS, INC.
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 77-00882545
- ---------------------------------- -------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
111 Business Park Drive, Armonk, New York 10504
------------------------------------------ ----------
(Address of Principal Executive Offices) (Postal Code)
TOBY INVESTMENT GROUP CONSULTING AGREEMENT
------------------------------------------
(Full Title of Plan)
PAUL ALPER CONSULTING AGREEMENT
-------------------------------
(Full Title of Plan)
MARK GASARCH LEGAL SERVICES AGREEMENT
-------------------------------------
(Full Title of Plan)
Eugene J. Pian, 111 Business Park Drive, Armonk, New York 10504
---------------------------------------------------------------
(Name and Address of Agent for Service)
(914) 273-1400
- -------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to: Mark Gasarch, Esq.
1285 Avenue of the Americas, 3rd floor
New York, New York 10019
(212) 956-9595; (212) 956-7216 fax
Approximate date of commencement of proposed sale to the public:
As soon as possible after the Registration Statement is effective.
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities be Amount to be Price Per Offering Registration
Registered Registered Share Price(1) Fee
- ------------- ------------ --------- --------- ------------
Common Stock, 75,000 shs. $0.75 $ 56,250 $ 19.
$0.001 p.v.
Common Stock, 400,000 shs. $0.15 $ 60,000 $ 21.
$0.001 p.v.,
underlying
First Option(2)
Common Stock, 1,500,000 shs. $0.25 $ 375,000 $ 129.
$0.001 p.v.,
underlying
Second Option(2)
Common Stock, 2,000,000 shs. $0.50 $1,000,000 $ 345.
$0.001 p.v.,
underlying
Third Option(2)
Common Stock, 2,000,000 shs. $0.75 $1,500,000 $ 517.
$0.001 p.v.,
underlying
Fourth Option(2)
Common Stock, 2,000,000 shs. $1.00 $2,000,000 $ 690.
$0.001 p.v.,
underlying
Fifth Option(2)
___________________________________________________________________
Total Fee $1,721.
(1) Estimated solely for purposes of calculating the Registration Fee
(2) Represents shares underlying Options granted under a Consulting Agreement
with Toby Investment Group. These Options total in the aggregate 7,900,000
shares, consisting of the five option levels set forth above. All options
expire October 31, 1996 and all other option terms except for price are
identical.
<PAGE>
This document is a "Reoffer Prospectus" covering securities that have been
registered under the Securities Act of 1933.
PROSPECTUS
- ----------
7,975,000 Shares
SEMICON TOOLS, INC.
Common Stock
(no par value)
The 7,975,000 shares (the "Shares") of Common Stock (the "Common Stock") of
Semicon Tools, Inc., a New Jersey corporation (the "Company"), offered hereby
are being sold by Toby Investment Group (up to 7,900,000 shares), Paul Alper
(25,000 shares) and Mark Gasarch (50,000 shares), stockholders of the Company
(the "Selling Stockholders"). See "SELLING STOCKHOLDERS." The shares may be
offered by the Selling Stockholders from time to time in open market
transactions (which may include block transactions) or otherwise on the
Electronic Bulletin Board ("Bulletin Board") of the National Association of
Securities Dealers ("NASD") or in private transactions at prices relating to
prevailing market prices or at negotiated prices. See "PLAN OF DISTRIBUTION."
The Shares are listed and traded on Bulletin Board under the symbol "SETO".
On September 19, 1996 the last reported sale price of the Company's Common Stock
on the Bulletin Board was $0.40 per share.
The Shares offered hereby involve a high degree of risk. See "Risk Factors"
for a discussion of certain factors which should be considered in connection
with an investment in the Shares.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is September 20, 1996
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus in connection with the offering made hereby, and,
if given or made, such information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities covered by
this Prospectus to any person to whom, or in any jurisdiction in which, it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the facts set forth in this
Prospectus since the date hereof.
____________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information may be inspected and copied
at the public reference facilities maintained by the Commission, Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Copies of these
materials may be obtained from the Public Reference Section of the Commission,
450 Fifth Avenue, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes a part of a Registration Statement on Form S-8
which the Company has filed with the Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), relating to the Shares (referred to
herein, together with amendments and exhibits, as the "Registration Statement").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is hereby
made to the Registration Statement. Statements made in this Prospectus as to
the contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
such exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Copies of the Registration Statement and the exhibits may be inspected, without
charge, at the offices of the Commission, or obtained at prescribed rates from
the Public Reference Section of the Commission at the address set forth above.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
and are incorporated herein by reference:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
January 31, 1996.
(b) The Company's quarterly report on Form 10-QSB for its first fiscal
quarter ended April 30, 1996.
(c) The Company's quarterly report on Form 10-QSB for its second fiscal
quarter ended July 31, 1996.
(d) All other reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act since July 31, 1996; and
(e) The description of the Common Stock which is contained in the
Company's registration statement on Form 8-A, filed July 15, 1996,
file no. 0-28698, and other reports filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of its Quarterly
Report on Form 10-QSB for the fiscal quarter ended July 31, 1996 and prior to
the termination of the offering of the Shares, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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. Any statement or document so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any and all of the documents
described above other than exhibits to such documents which are not specifically
incorporated by reference in such documents. Requests should be directed to:
Eugene J. Pian, Semicon Tools, Inc. 111 Business Park Drive, Armonk, New York
10504; telephone (914) 273-1400.
3
<PAGE>
THE COMPANY
The Company was incorporated on October 8, 1985 in the State of Nevada
under the name Epic Resources, Inc. ("Epic") for the purpose of exploring and
developing mineral, oil and gas properties. On April 21, 1987 Epic was merged
with Semicon Tools, Inc., a newly formed New York corporation, with Epic being
the surviving entity. Epic then changed its name to Semicon Tools, Inc. (the
"Company"). The Company conducts its business directly and through its wholly-
owned subsidiary, East Coast Sales Company, Inc., a Connecticut corporation
("ECS").
The Company is primarily in the business of selling small precision
disposable diamond tools used to manufacture electronic components and devices.
ECS fabricates and distributes technical ceramic products and distributes clean
room supplies and tools.
The Company's executive offices are located at 111 Business Park Drive,
Armonk, New York. The Company's telephone number is (914) 273-1400.
RISK FACTORS
An investment in the securities offered hereby involves a high degree of
risk, including, but not limited to, the risk factors described below.
Prospective investors should carefully consider the following risk factors
inherent in and effecting the business of the Company and this offering before
making an investment decision.
1. No Assurance of Profitable Operations. The Company has experienced a
-------------------------------------
loss from operations in each of its last two fiscal years. There can be no
assurance that such operations will be profitable at any time in the future.
2. Reliance Upon Funding for Continued Company Viability. Until it is
-----------------------------------------------------
profitable, the Company will be reliant upon funding from sources other than
operations, primarily loans from shareholders and private sales of restricted
securities, for its continued viability.
3. Competition. The industry in which the Company operates, is highly
-----------
competitive and has for a number of years been dominated by several large
national and international companies with substantially higher market
recognition and substantially greater financial resources. Additionally, there
are many other companies, virtually all of which have greater financial
resources and market recognition than the Company, engaged in the same or
similar business as the Company. Consequently, the Company will be competing
with such other companies for a share of the available market and no assurance
can be given that in the future it will be
4
<PAGE>
able to obtain an adequate commercial customer base to operate profitably.
4. Control by Management. Current management of the Company exercise
---------------------
operating control of a majority of the Company's total issued and outstanding
shares of Common Stock. The Company's by-laws do not provide for cumulative
voting. Accordingly, current management will be able to elect a majority of the
Board of Directors and otherwise control the affairs of the Company.
5. Dependence on Key Personnel. The Company is substantially dependent on
---------------------------
the personal efforts and abilities of its operating officers and, in particular,
its President and Chief Executive Officer Eugene J. Pian. The loss of any one of
these persons could have a materially adverse effect upon the Company's ability
to successfully carry on its business and achieve its long-term operating goals.
Additionally, should the Company be able to expand its commercial operations, it
will require the services of additional skilled personnel. There can be no
assurance that it will be able to attract persons with the requisite skills and
training to meet its future needs or, even if such persons are available, that
they can be hired on terms favorable to the Company.
6. Uncertainty as to Management's Ability to Control Costs and
-----------------------------------------------------------
Expenses. Due to its lack of profitable operating history, the Company cannot
- --------
accurately project, or give any assurance, with respect to management's ability
to control the Company's development or operating costs and expenses.
Consequently, even if the Company is successful in implementing an expansion of
its commercial operations (of which there can be no assurance), if management is
not able to adequately control costs and expenses, such operations may not
generate any profit or may result in operating losses.
7. Lack of Adequate Funding for Acquisition Agreement. The Company recently
--------------------------------------------------
entered into an Acquisition Agreement to acquire Cable-Vision Technologies, a
Malaysian corporation, which agreement calls for a payment by the Company of
$2,500,000 on or before September 30, 1996, unless extended. At present, the
Company does not have funds on hand sufficient to complete this acquisition.
Should the Company be unable to raise such funds prior to September 30, 1996,
this opportunity may be lost to the Company.
8. Risk of Insufficient Insurance. While certain of the Company's products
------------------------------
carry express as well as implied warranties from their manufacturers, the
occurrence of an event not fully insured against and the determination of
liability of the Company for the consequent loss or damage, could result in
substantial losses to the Company.
5
<PAGE>
9. Reliance Upon Proprietary Technology. The Company will use, under
------------------------------------
license and contract, certain proprietary technology. However, there can be no
assurance that this proprietary technology would withstand challenge from
competitors or that competitors will not gain access to this technology or
substantially similar technology.
10. Possible Obsolescence of Technology. There can be no assurance that the
-----------------------------------
technology upon which the Company will rely will not become obsolete, leaving
the Company with no access to new technology needed to compete in its industry.
11. No Dividends. To date, the Company has not paid any cash or other
------------
dividends on its Common Stock and does not anticipate paying dividends in the
foreseeable future. Moreover, the Company's ability to pay dividends on its
Common Stock in the future may be limited by future preferred stock issuances or
by lenders to the Company.
12. Possible Volatility of Securities. The trading prices of the Common
---------------------------------
Stock could be subject to wide fluctuations in response to quarterly variations
in operating results, announcements of material business events by the Company
or its competitors, significant changes in the regulations related to the
Company's business, the significant increase in the public "float" for the
Company's Common Stock as a result of this offering and other events or factors
or to general stock market volatility and fluctuations in price and volume.
13. Shares Available for Resale and Possible Impact Upon Market. In
-----------------------------------------------------------
general, under Rule 144 a person (or group of persons whose shares are
aggregated) who has beneficially owned restricted shares of the Company for at
least two years, including any person who may be deemed to be an "affiliate" of
the Company (as the term "affiliate" is defined in Rule 144 of the Act to
include an officer, director or principal security holder of the Company), is
entitled to sell in normal brokerage transactions during the periods when
certain information regarding the Company is publicly available, within any
three-month period, an amount of shares that does not exceed the greater of (i)
the average weekly trading volume in the Company's shares during the four
calendar weeks preceding such sale or (ii) 1% of the total shares then
outstanding. A person who has not been an "affiliate" of the Company for the
three months prior to a sale and who has held restricted shares for at least
three years would be entitled to sell such shares without restriction. Sales of
the Company's Common Stock by present stockholders pursuant to Rule 144 or
otherwise, may, in the future, have a depressive effect on the price of the
Common Stock.
14. Penny Stock Regulation. The Commission has adopted rules that regulate
----------------------
broker-dealer practices in connection with
6
<PAGE>
transaction in "penny stocks." Penny stocks generally are equity securities with
price less than $5.00, other than securities registered on certain national
securities exchanges or listed on NASDAQ. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prepared by the
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information must be given to the customer orally or in
writing prior to effecting the transaction and must be given in writing before
or with the customer's confirmation. In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from such
rules, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. Since the
Company's securities at present are subject to the penny stock rules, investors
in this Offering may find it more difficult to sell such securities.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby.
SELLING STOCKHOLDERS
The Selling Stockholders are Toby Investment Group (up to 7,900,000
shares), Paul Alper (25,000 shares) and Mark Gasarch (50,000 shares). The
Selling Stockholders acquired their shares of Common Stock of the Company in
connection with their respective Consulting Agreements. All of those shares are
being offered by the Selling Stockholder hereby.
Number of Number of Shares
Shares Owned Owned After
Name of Prior to Number of Completion
Selling Stockholder Offering Shares Offered of Offering
------------------------------- -------------- ----------------
Toby Investment Group 400,000 400,000 0 (1)
Paul Alper 25,000 25,000 0
Mark Gasarch 50,000 50,000 0
7
<PAGE>
(1) Does not include options to purchase 7,500,000 shares of the Company's
common stock, exercisable within sixty days, which shares are included in
this registration statement. The options allow Toby Investment Group to
acquire an additional 1,500,000 shares at $0.25 per share, 2,000,000 shares
at $0.50 per share, 2,000,000 shares at $0.75 per share and 2,000,000
shares at $1.00 per share. All options expire on October 31, 1996.
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to time in
open market transactions (which may include block transactions) or otherwise on
the Bulletin Board or in private transactions at prices relating to prevailing
market prices or at negotiated prices. See "SELLING STOCKHOLDERS." The Selling
Stockholders may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of Shares for whom such broker-dealers may act as agent or to whom
they sell as principal or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).
The Selling Stockholders and any broker-dealer acting in connection with
the sale of the Shares offered hereby may be deemed to be "underwriters" within
the meaning of the Securities Act, in which event any discounts, concessions or
commissions received by them, which are not expected to exceed those customary
in the types of transactions involved, or any profit on resales of the Shares by
them, may be deemed to be underwriting commissions or discounts, under the
Securities Act. The Company will not receive any proceeds from the sale of the
Shares.
The costs, expenses and fees incurred in connection with the registration
of the Shares will be paid by the Company.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company and the Selling Stockholders by Mark Gasarch, Esq.
EXPERTS
The financial statements of the Company as of January 31, 1996 and 1995 and
for each of the years in the two-year period ended January 31, 1996, have been
incorporated by reference in this Prospectus and Registration Statement in
reliance upon the report of Zeller Weiss & Kahn, independent accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
8
<PAGE>
No dealer, salesman or other person
is authorized to give any information
or make any representations in connection
with this offering other than those _______________
contained in this Prospectus and, if
given or made, such information or SEMICON TOOLS, INC.
representations must not be relied upon
as having been authorized by the Company. 7,975,000 Shares of Common Stock
Neither the delivery of this Prospectus
nor any sale made hereunder shall, under _______________
any circumstances, create any implication
that there has been no change in the affairs
of the Company since the date hereof. PROSPECTUS
This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy ________________
the shares of Common Stock offered hereby by
anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which September 20, 1996
the person making such offer or solicitation
is not qualified to do so or to anyone to whom
it is unlawful to make such offer or solicitation.
_________________
TABLE OF CONTENTS
Page
----
Available Information.............. 2
Incorporation of Certain........... 3
Documents by Reference
The Company.........................4
Risk Factors........................4
Use of Proceeds.....................7
Selling Stockholders................7
Plan of Distribution................8
Legal Matters.......................8
Experts.............................8
9
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
----------------
Registrant (sometimes referred to herein as the "Company") has entered into a
certain Consulting Agreement with Toby Investment Group ("Consultant").
Pursuant to the Agreement, Consultant is engaged to rendered financial,
marketing, management and administrative advice to the Company to assist the
Company in locating and structuring business combinations, strategic partners or
other business agreements favorable to the Company and its shareholders. As
compensation for the services to be provided, the Company has granted the
Consultant
options to purchase shares of the Company's common stock at the following
prices. All options commence August 29, 1996 and expire October 31, 1996. The
options are for 400,000 shares at $0.15, 1,500,000 shares ar $0.25, 2,000,000
shares at $0.50, 2,000,000 shares at $0.75 and 2,000,000 shares at $1.00.
The Company has entered into a Consulting Agreement with Paul Alper pursuant to
which the Company issued 25,000 shares of its common stock to Paul Alper in
consideration for certain advisory services.
The Company has entered into a Consulting Agreement with Mark Gasarch pursuant
to which the Company issued 50,000 shares of its common stock to Mark Gasarch in
consideration for certain legal services.
Item 2. Registrant Information and Employee Plan Annual
Information
-----------------------------------------------
Registrant shall provide to Consultant, Paul Alper and Mark Gasarch, without
charge, upon their written or oral requests, the documents incorporated herein
by reference in Item 3 of Part II of this Registration Statement. The Registrant
also shall provide to Consultant, Paul Alper and Mark Gasarch, without charge,
upon their written or oral request, all other documents required to be delivered
to them pursuant to Rule 428 (b). Any and all such requests shall be directed to
the Registrant at 111 Business Park Drive, Armonk, New York 10504, telephone
914-273-1400.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(NOT REQUIRED IN THE PROSPECTUS)
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Registrant is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and, in accordance therewith,
files reports with the Securities and
1
<PAGE>
Exchange Commission ("Commission"). The documents listed below are hereby
incorporated by reference in this Registration Statement on Form S-8; and all
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c)
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of the filing of such documents.
(a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended January 31, 1996.
(b) The Registrant's quarterly report on Form 10-QSB for its first fiscal
quarter ended April 30, 1996.
(c) The Registrant's quarterly report on Form 10-QSB for its second fiscal
quarter ended July 31, 1996.
(d) All other reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act since July 31, 1996; and
(e) The description of the Common Stock which is contained in the
Company's registration statement on Form 8-A, filed July 15, 1996,
file no. 0-28698, and other reports filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
-------------------------
not applicable
Item 5. Interests of Named Experts and Counsel
--------------------------------------
none
Item 6. Indemnification of Directors and Officers
-----------------------------------------
There is no charter provision, by-law, contract or other arrangement under which
any controlling person, director or officer of the Registrant is insured or
indemnified in any manner against liability which he may incur in his capacity
as such, except as may generally be provided under the Laws of the State of
Nevada.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
2
<PAGE>
Item 8. Exhibits
--------
4.1 Toby Investment Group Consulting Agreement (1)
4.2 Paul Alper Consulting Agreement (1)
4.3 Mark Gasarch Consulting Agreement (1)
5.1 Opinion of Mark Gasarch, Esq. (1)
23.1 Consent of Mark Gasarch, Esq. (included in Exhibit 5.1)
23.2 Consent of Zeller Weiss & Kahn, Independent Accountants (1)
__________________
(1) Enclosed herewith.
Item 9. Undertakings
------------
1. The undersigned Registrant hereby undertakes to file during any period in
which offers or sales are made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
2. The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. The undersigned Registrant hereby undertakes 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.
4. The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration statement
related to the securities offered therein, and the offering of such securities
at such time, shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and
3
<PAGE>
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 liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant int he 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 of 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Armonk, State of New York on September 19, 1996.
Date: SEMICON TOOLS INC.
September 19, 1996 (Registrant)
By /s/ Eugene J. Pian
------------------------------------------
Eugene J. Pian, President and Principal
Executive Officer
By /s/ Craig Pian
------------------------------------------
Craig Pian, Vice President,
Principal Financial and
Accounting 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.
EUGENE J. PIAN September 19, 1996 /s/ Eugene J. Pian
-----------------------
President, Principal Executive Eugene J. Pian
Officer, Director
CRAIG PIAN September 19, 1996 /s/ Craig Pian
----------------------
Vice President, Director Craig Pian
Principal
Financial and
Accounting Officer, Treasurer
FRANCINE PIAN September 19, 1996 /s/ Francine Pian
----------------------
Secretary, Director Francine Pian
Eugene J. Pian, Craig Pian and Francine Pian constitute all of the members of
the Registrant's Board of Directors.
<PAGE>
EXHIBIT INDEX
4.1 Toby Investment Group Consulting Agreement
4.2 Paul Alper Consulting Agreement
4.3 Mark Gasarch Consulting Agreement
5.1 Opinion of Mark Gasarch, Esq.
23.1 Consent of Mark Gasarch, Esq. (included in Exhibit 5.1)
23.2 Consent of Zeller Weiss & Kahn, Independent Accountants
EXHIBIT 4.1
CONSULTING AGREEMENT
CONSULTING AGREEMENT, made this 29th day of August, 1996, by and between
Semicon Tools Inc, located at 111 Business Park Drive Armonk N.Y. 10504 (herein
referred to as the "Company" and TOBY INVESTMENT GROUP with offices in
Wichatunk, New Jersey(herein referred to as the "Consultant")
WHEREAS, the Consultant provides professional corporate finance,
financial public relations, management consulting and advisory service;
WHEREAS, The Company is publicly held with its common stock trading on
the National Association of Securities Dealers Automated Quotation System
(Bulletin Board);
WHEREAS, Consultant desires to engage the Company as a Client and is duly
qualified to enter into this agreement;
NOW, THEREFORE, In consideration of the premises, the terms, covenants
and conditions herein and other valuable consideration, the receipt, adequacy
and sufficiency of which the parties hereto acknowledge, the parties hereto
agree as follows;
1. APPOINTMENT, The Company hereby retains the Consultant and the
Consultant hereby accepts such engagement upon the terms and conditions of this
Agreement.
2. TERM, the term of this agreement shall begin on August 27, 1996 and
shall terminate on August 27, 1997.
3. CONSULTING SERVICES.
(a) Making itself available for financial, marketing, management
and administrative consulting including, but not limited to aiding and assisting
the Company in locating and structuring business combinations, strategic
partners and/or candidates and agreements reflecting the intent of the parties
and otherwise consummating such transactions on terms favorable to the Company
and its public stockholders;
(b) Making itself available for personal consultation with the
officers, directors and employees of the Company at the office of the Company or
at such other mutually agreed upon place during the normal business hours for
reasonable
periods subject to reasonable advance notice and mutual convenient scheduling;
(c) Making itself available for consultation by telephone with
financial, sales and operating officers of the Company during normal business
hours.
(d) Perform such other lawful consulting and
<PAGE>
advisory services relating to such aspects of the Company, its management,
operation and development as the principal executive, financial, sales, and/or
operating officers of the Company may reasonably request consistent with the
provisions of this Agreement ( hereafter collectively referred to as the
"Services") and
(e) Such other duties as requested from time to time by
executive officers of the Company.
4. DUTIES OF THE COMPANY.
(a) The Company shall supply the Consultant, on a regular and
timely basis, with all approved data and information about the Company, its
management, its products and its operations and advising the Consultant of any
facts which would affect the accuracy of any prior data and information
previously supplied to the Consultant so that the Consultant may take corrective
action.
(b) The Company shall promptly supply the Consultant with: full
and complete copies of all filings with all federal and state securities
agencies; full and complete copies of all Stockholder reports and communications
whether or not prepared with the Consultant's assistance; all data and
information supplied to any analyst, broker-dealer, market maker or other member
of the financial community; and all products/services brochures, sales
materials, etc.
(c) The Company shall contemporaneously notify Consultant if any
information or data being to Consultant has not been generally released or
promulgated.
5. DEVOTION OF TIME
The Consultant shall devote such percentage of Consultant's time
and skills in the performance of the Services as, in the Consultants sole
discretion, shall be necessary to accomplish the same. In its regard, it is
hereby specifically agreed that Consultant shall not be required to devote any
specified minimum number of hours per week for services to the Company solely in
exchange for the compensation indicated herein.
6. CONFIDENTIALITY
(a) All information furnished by the Company to Consultant
shall be treated as the property of the Company. Upon termination of this
Agreement the Consultant shall return to the Company all documents or other
materials delivered by the Company to Consultant. The Consultant shall use its
best efforts to keep confidential information and shall not directly or
indirectly use the information for any competitive or other commercial purpose
except for the performance of the Services. The obligation to keep the
information confidential shall not apply to (i) at the time of
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<PAGE>
the disclosure, is in the public domain (ii) after disclosure enters the domain
by way of printed publication through no fault of the Consultant or those in
privity with it; (iii) Consultant can show by written documentation was in his
possession at the time of disclosure and which was not acquired directly or
indirectly from the Company or (iv) Consultant can show by written documentation
was acquired after disclosure, from a third party, did not receive from tile
Company and who had the right to disclose the information and the obligation to
hold such information confidential.
(b) Disclosure in accordance with an order of competent
jurisdiction.
7. COMPENSATION. In consideration for the Services provided by the
Consultant, the Company (i) shall issue the Consultant options to purchase up to
7,900,000 shares of Common Stock of the Company exercisable at the following
prices per share.
7.1 An option to purchase up to Four Hundred Thousand (400,000) Shares
at a price of $0.15 per share during the period commencing on the date hereof
and ending October 31, 1996, plus
7.2 An option to purchase up to One Million Five Hundred Thousand
(1,500,000) Shares at a price of $0.25 per share during the period commencing on
the date hereof and ending October 31, 1996, plus
7.3 An option to purchase up to Two Million (2,000,000) Shares at a
price of $0.50 per share during the period commencing on the date hereof and
ending October 31, 1996, plus
7.4 An option to purchase up to Two Million (2,000,000) Shares at a
price of $0.75 per share during the period commencing on the date hereof and
ending October 31, 1996, plus
7.5 An option to purchase up to Two Million (2,000,000) Shares at a
price of $1.00 per share during the period commencing on the date hereof and
ending October 31, 1996.
8. Registration. on one occasion only, but not later then 30 days
following the date hereof, at the sole cost of the Company, the Company shall
undertake to file a registration statement on behalf of the holders of a
majority of said Options to register such underlying Shares shall be registered
on Form S-8 or such other applicable registration form adapted by the Securities
and Exchange Commission for the registration of shares of stock, in order to
make the shares deliverable hereunder freely tradeable by Consultant.
9. RELATIONSHIP OF PARTIES, The Consultant is an
3
<PAGE>
independent contractor, responsible for compensation of its agents, employees
and representatives, as well as all applicable withholding therefrom and taxes
thereon (including unemployment compensation) and all workers' compensation
Insurance and all other necessary taxes and insurance. This Agreement does not
establish any partnership, joint venture, or other business entity or
association between the parties and neither party is intended to have any
interest in the business or property of the
other.
10. TERMINATION. Consultant's services may be terminated at any time
by the Company. If Consultant's services are terminated Consultant will be
entitled to receive and retail, those options accrued to Consultant pursuant to
paragraph 7
hereof. Notwithstanding the forgoing. Company may terminate this Agreement for
cause at any time during the term of this Agreement. Cause for the termination
of this Agreement shall be determined solely at the discretion of the Company.
If this
Agreement is terminated by the Company for cause, the accrued Options shall no
longer be in full force and effect and this Agreement shall immediately become
null and void with no further obligation from either party to the other.
11. DISCLAIMER BY CONSULTANT. The Consultant makes no
representation that (a) the price of the Company's publicly-traded securities
will Increase, (b) any person will purchase securities in the Company as a
result of the
contract, or (c) any Investor will lend money to or invest in or with the
Company.
12. NON-ASSIGNABILITY. The rights, obligations and benefits
established by this Agreement shall not be assignable by either party hereto
except with the consent of the other. The Options to be issued to Consultant
shall be non-assignable. This Agreement shall, however, be binding upon and
shall inure to the benefit of the parties and their successors.
13. COMPLIANCE-AND GOVERNING LAW. The Consultant, together with his
agents and associates, shall take, all necessary, appropriate and reasonable
steps to provide the services in accordance with both the securities laws of the
United States and the several states, and pursuant to rules and regulations
promulgated thereunder, as well as in accordance with the rules and regulations
of the National Association of Securities Dealers. The terms and provisions of
this Agreement shall be governed and construed under the laws of New York State.
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts. each of which shall be deemed original, but all of which shall
constitute but one agreement.
15. NOTICE. Notice hereunder shall be in writing and
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<PAGE>
shall be deemed to have been given (a) at the time when deposited for mailing in
a receptacle under the control of the United States Postal Service, by
registered or certified mail, prepaid, return receipt requested, or (b) on the
business day following day deposit with a reputable overnight courier for
overnight delivery; each address to the respective party at the address of such
party first above written or at such other address as such party may fix by
notice given pursuant to this paragraph.
16. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction,
such invalidity. illegality or unenforceability will not effect any Provision or
any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein. It is acknowledged that Consultant is
not a registered broker/dealer,and the scope of the engagement hereby is not
such as would require Such registration.
17. NO OTHER AGREEMENTS. This Agreement supersedes all prior
understandings, written or orally given and constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof. No
waiver, modification or termination of this Agreement shall be valid unless In
writing signed by each of the parties hereto. It is further understood that the
intent of
this Agreement is for the Consultant to provide Services which Ate not deemed to
be In connection with an underwriting as defined by the NASD. If for reason all
or part of the compensation provided hereby is deemed in connection an
underwriting by the NASD, then Consultant shall reasonably cooperate with the
Company in modifying or restructuring its compensation.
18. INDIVIDUAL REPRESENTATION. Each party to this Agreement has had
the opportunity to be represented by independent legal counsel in connection
with the negotiation and execution of this Agreement or has had the opportunity
to obtain Independent legal counsel, has been advised that it is in the party's
best interest to do so, and by execution of this Agreement has waived this
right.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals the day and year first above written.
Semicon Tools Inc TOBY INVESTMENT GROUP
By:/s/ Eugene Pian By:/s/ Barry Korbin
--------------------------- ------------------------------
Eugene Pian Barry Korbin
President General Partner
5
EXHIBIT 4.2
SEMICON TOOLS, INC.
111 BUSINESS PARK DRIVE
ARMONK, NEW YORK 10504
Mr. Paul Alper
Parrex Associates
1200 RT 23
Butler N.J. 07405
Dear Mr. Alper
This letter is to confirm the payment to Parrex Associates, Inc. for the past
services you have performed as advisor and consultant to the Company.
As we have agreed, the payment will be for your services will be in the form of
25,000 shares of common stock, valued at $.25 per share, registered by Semicon
Tools Inc. pursuant to a S-8 registration statement
Best regards
/s/ Gene Pian
Gene Pian
President
Agreed and Accepted
Parrex Associates, Inc.
/s/ Paul Alper, President
Paul Alper
EXHIBIT 4.3
[MARK GASARCH LETTERHEAD]
MARK GASARCH
ATTORNEY AT LAW
1285 AVENUE OF THE AMERICAS
3RD FLOOR
NEW YORK, NEW YORK 10019
-------
TEL: (212) 956-9595
FAX: (212) 956-7216
September 4, 1996
Mr. Eugene J. Pian, President
Semicon Tools Inc.
111 Business Park Drive
Armonk, New York 10504
Re: Legal Services
--------------
Dear Mr. Pian:
This letter is to confirm the financial terms regarding my representation of
Semicon Tools Inc. ("Semicon") regard to its proposed Registration Statement on
Form S-8, and related matters, and with general corporate and securities advice
and counsel.
I will prepare the Registration Statement on Form S-8 and other documents as may
be necessary related to this matter, and will provide legal advice with regard
thereto. I will assist in the preparation of Forms 10-QSB and 8-K as may be
required.
My estimate of my charges for these matters is $28,500. I have agreed to accept
payment of my fee in the form of 50,000 shares of Semicon's common stock, valued
at $0.50 per share, registered by Semicon pursuant to an S-8 registration
statement, plus $3,500 cash.
Very truly yours,
/s/ Mark Gasarch
Mark Gasarch
Agreed and Accepted:
SEMICON TOOLS INC.
/s/ Eugene J. Pian
Eugene J. Pian, President
EXHIBIT 5.1
[MARK GASARCH LETTERHEAD]
MARK GASARCH
ATTORNEY AT LAW
1285 AVENUE OF THE AMERICAS
3RD FLOOR
NEW YORK, NEW YORK 10019
-------
TEL: (212) 956-9595
FAX: (212) 956-7216
September 19, 1996
Semicon Tools, Inc.
111Business Park Drive
Armonk, New York 10504
Gentlemen:
I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission relating to
7,975,000 shares of common stock, no par value (the "Shares") of Semicon Tools,
Inc. (the "Company") to be issued pursuant to the Company's Toby Investment
Group Consulting Agreement, Paul Alper Consulting Agreement and Mark Gasarch
Consulting Agreement described in the Registration Statement (the "Agreements").
I have examined the Certificate of Incorporation, as amended, and the By-Laws of
the Company, the Registration Statement and originals, or copies certified to my
satisfaction, of such records of meetings, written actions in lieu of meetings,
or resolutions adopted at meetings, of the directors of the Company, documents
and such other documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.
In my examination of the foregoing documents, I have assumed the genuineness of
all signatures and the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the Shares
have been duly and validly authorized for issuance under the Agreements and that
the Shares, when issued in accordance with the terms of the Agreements, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ Mark Gasarch
Mark Gasarch
EXHIBIT 23.2
[ZELLER WEISS & KAHN LETTERHEAD]
The Board of Directors
Compost America Holding Company, Inc.
320 Grand Avenue
Englewood, New Jersey 07631
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.
ZELLER WEISS & KAHN
/s/
Mountainside, New Jersey
September 19, 1996
