<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MSU CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 22-274288
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Elder House, 526-528 Eldergate
Central Milton Keynes, MK9 1LR, England
011-44-1908-232100
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(Address of Principal Executive Offices)
Keith Peirson Compromise Agreement
----------------------------------
(Full title of the plan)
Letter Granting Options to Certain MSU Corporation Employees
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(Full title of the plan)
Darran Evans
MSU CORPORATION
Elder House, 526-528 Eldergate
Central Milton Keynes, MK9 1LR, England
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(Name and address of agent for service)
011-44-1908-232100
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(Telephone number, including area code, of agent for service)
----------------
Copies to:
Gerald A. Adler, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with Dividend or
Interest Reinvestment Plans, check the following line: X
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Title of Each Amount to be Proposed Proposed Registration Fee
Class of Registered Maximum Maximum
Securities to be Offering Price Aggregate
Registered Per Share Offering Price
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000(1) $0.65 $97,500
par value $0.01
per share
- ------------------------------------------------------------------------------------------------
Common Stock, 200,000(1) $2.25 $450,000
par value $0.01
per share
- ------------------------------------------------------------------------------------------------
Common Stock, 205,500(2) $3.56 $402,410
par value $0.01
per share
- ------------------------------------------------------------------------------------------------
TOTAL $949,910 $264.08
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents 350,000 shares, in the aggregate, to be issued to Mr. Keith
Peirson as compensation for services rendered pursuant to a certain
Compromise Agreement, dated as of June 17, 1999.
(2) Represents 205,500 shares issuable upon exercise of options granted to
certain employees of the Registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by MSU Corporation (the "Registrant"), a Florida
Corporation on December 8, 1999, the following shall constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended:
This Registration Statement covers 555,500 shares of the Company's
common stock, par value $.01 per share ("Common Stock").
Item 1. Plan Information
(a) General Plan Information
<PAGE>
The Registrant and Mr. Keith Peirson entered into a Compromise
Agreement (the "Peirson Plan") the nature and purpose of which were to specify
the terms and conditions of the termination of Mr. Peirson's employment with the
Registrant.
The Registrant has issued letters (the "Granting Letters") to
certain employees granting them employee bonus stock options pursuant to which
said employees were granted options to purchase an aggregate of 205,500 shares
of the Company's common stock, par value $0.01 per share at exercise prices of
between $0.75 and $3.56 per share. The options were granted at various times
from January 5, 1995 to November 1, 1999 and the last of these options expire on
October 31, 2004.
The Peirson Plan and the Granting Letters are sometimes
hereinafter collectively referred to as the "Plans" and Peirson and the
participants in the Granting Letters are collectively referred to as the
"Participants".
The Plans are not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974.
The name, address and telephone number of the Registrant are
as set forth on the facing page of this Registration Statement. Additional
information about the Plans may be obtained from the Registrant by the
participant.
(b) Securities to be Offered
(1) Shares of Common Stock
(c) Employees Who May Participate in the Plan
Employees who have received Granting Letters from the
Registrant are the only eligible to receive options under the
Granting Letters. Mr. Keith Peirson (an "employee" defined by
General Instruction A.1(a) of Form S-8) is the only eligible
Participant in the Compromise Agreement.
(d) Purchase of Securities Pursuant to the Plans and Payment for
Securities Offered.
(1)&(2) The Participants in both Plans will be issued shares
of Common Stock upon the exercise of the bonus stock options.
(3) Contributions by the Participants are not applicable
(4) No contributions by the Registrant other than the issuance
of shares is applicable
(5) Reports to the Participants as to the amount and status of
its account under the Plans will not be made
(6) The shares issuable pursuant to the Plans will be newly
issued shares of the Registrant.
<PAGE>
(e) There are no resale restrictions on the securities offered.
(f) The Plans are not qualified under Section 401(a) of the Internal
Revenue Code and the Participants will recognize ordinary income at the time of
the issuance of its shares measured by the fair market value of the Registrant's
Common Stock which is acquired by the Participants.
(g) Investment of Funds
Not Applicable
(h) Withdrawal from Plans; Assignment of Contract
(1) Withdrawal from Plans - Not Applicable
(2) The Participants interest in the Plans may not be
assigned.
(i) Forfeiture and Penalties
There are no provisions for forfeiture or penalties under the
Plans.
(j) Charges and Deductions and Liens Therefore
There are no charges and deductions that may be made against
the Participant's interest in the Plans.
Item 2. Registrant Information and Employee Plan Annual Information.
Registrant shall provide to the Participants, without charge,
upon written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide to
the Participant, without charge, upon written or oral request, all of the
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at the address set
forth on the cover page hereof. Its telephone number is 011 44 1908 232100
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended June
30, 1999.
(b) All other reports and forms filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the date hereof; and
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents. Any statement
contained herein or 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. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders. Holders of Common
Stock do not have any cumulative voting rights for the election of directors.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be prescribed by the Board of Directors from time to time out of funds
legally available for that purpose. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, holders of Common Stock are
entitled to receive pro rata all assets of the Company available for
distribution to its shareholders after payment or provision for payment of debts
and other liabilities of the Company. The shares of Common Stock are neither
redeemable nor convertible. All of the outstanding shares of Common Stock are
fully paid and non-assessable.
Item 5. Interests of Named Experts and Counsel.
Gerald A. Adler, a partner in Bondy & Schloss LLP, owns 8,000 shares
of Common Stock of the Registrant and Warrants to purchase 4,000 shares of
Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "FCBA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable in connection with a proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation. In the case of a criminal action or
proceeding, the director or officer must have had no reasonable cause to believe
that the person's conduct was unlawful. The FBCA also provides that
indemnification is not exclusive, and a corporation may make any other or
further indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification may be made, if
a judgment or other final adjudication establishes such director or officers'
actions or omissions to act, were material to the cause of action so adjudicated
and constitute: (a) a violation of the criminal law, unless the director or
officer had reasonable cause to believe his/her conduct was lawful or had no
reasonable cause to believe his/her conduct was unlawful; (b) a transaction from
which the director or officer derived an improper personal benefit; (c) in the
case of a director, a director held liable for an unlawful distribution, as
defined by the FBCA; or (d) willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of shareholder.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
3.1 Articles of Incorporation (Contained in exhibits to the Registration
Statement on Form S-18, File No. 33-07861-A, declared effective by the
Securities and Exchange Commission on November 6, 1986).
3.2 Amendment to Articles of Incorporation (Contained in exhibits to the
Registration Statement on Form S-18, File No. 33-07861-A, declared
effective by the Securities and Exchange Commission on November 6,
1986).
3.3 Bylaws (Contained in exhibits to the Registration Statement on Form
S-18, File No. 33-07861-A, declared effective by the Securities and
Exchange Commission on November 6, 1986).
4.1 * Keith Peirson Compromise Agreement.
4.2 * Form of Letter Granting Options to Certain MSU Corporation Employees.
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.
23.1 * Consent of Moore Stephens Lovelace, P.A.
23.2 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
- - ----------
* Filed herewith.
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material changes to such
information in the Registration Statement; (2) That, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; (3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be 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 Registrant pursuant to the provisions of Item 6 of this Registration
Statement, or otherwise, the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 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 Central Milton Keyes, England on the 3rd day of December 1999.
MSU CORPORATION
By: /s/ Richard H. Philips
------------------------------------
Richard H. Phillips
Director and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Darran Evans and Richard Horby Phillips,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) of and supplements to this Registration Statement and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as they might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 3rd day of December, 1999.
Signature Title
--------- -----
/s/ Jeremy Miles Simpson Chairman of the Board/Director
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Jeremy Miles Simpson
/s/ Darran Evans Chief Executive Officer/Director
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Darran Evans
/s/ William Derek Snowdon Secretary / Director
- -----------------------------
William Derek Snowdon
/s/ Richard Horby Philips Chief Financial and Accounting Officer/Director
- -----------------------------
Richard Horby Phillips
/s/ Wynford P. Holloway
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Wynford P. Holloway Director
Director
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Fred Kashkooli
/s/ Jeff Green Director
- -----------------------------
Jeff Green
/s/ Stephen Coles Director
- -----------------------------
Stephen Coles
<PAGE>
EXHIBIT INDEX
Exhibit
No.
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3.1 Articles of Incorporation (Contained in exhibits to the Registration
Statement on Form S-18, File No. 33-07861-A, declared effective by the
Securities and Exchange Commission on November 6, 1986).
3.2 Amendment to Articles of Incorporation (Contained in exhibits to the
Registration Statement on Form S-18, File No. 33-07861-A, declared
effective by the Securities and Exchange Commission on November 6,
1986).
3.3 Bylaws (Contained in exhibits to the Registration Statement on Form
S-18, File No. 33-07861-A, declared effective by the Securities and
Exchange Commission on November 6, 1986).
4.1 * Keith Peirson Compromise Agreement.
4.2 * Form of Letter Granting Options to Certain MSU Corporation Employees.
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.
23.1 * Consent of Moore Stephens Lovelace, P.A.
23.2 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
* Filed herewith.
<PAGE>
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT THIS COMPROMISE AGREEMENT is made on
the 17 day of June 1999.
BETWEEN
(1) MSU CORPORATION a United States registered corporation whose principle
place of business is at 526-528 Elder Gate, Milton Keynes, MK9 1LR and MSU
(UK) LIMITED whose registered office is situated at 526-528 Elder Gate,
Milton Keynes, MK9 1LR together as referred to as "the Company"); and
(2) KEITH EDWARD PEIRSON of 4 Chantry Drive, Ingatestone, Essex CM 9MR ("Mr
Peirson")
WHEREAS
(A) Mr Peirson commenced employment with the Company as Managing Director on 1st
July 1999.
(B) Mr Peirson's employment with the Company terminated on the 31st May 1999
(the "Termination Date") with immediate effect on that date, and on the
Termination Date Mr Peirson's entitlement to be paid salary and receive
benefits including pension contributions terminated.
(C) This Agreement (the "Agreement") is a Compromise Agreement and the
Conditions regulating compromise agreements under the Employment Rights Act
1996 are satisfied in relation to this Agreement.
IT IS HEREBY AGREED as follows
1. Mr Peirson's employment with the Company terminated on the Termination Date
with immediate effect on that date, and on that date his entitlement to be
paid salary and receive benefits including pension contributions terminated.
The salary and benefit that have accrued up to the Termination Date have been
paid to Mr Peirson in full.
2. In consideration of and as compensation for the termination of Mr Peirson's
Employment on the Termination Date, and Mr Peirson's agreement to give the
undertakings set out in paragraphs 3 and 4 of this Agreement, the Company
agrees as follows:
(a) upon execution of this agreement to pay Mr Peirson the sum of
(pound)30,000.00 which payment shall be made without deductions in
respect of Income Tax or Employee National Insurance Contributions.
(b) upon execution of this agreement Contributions, to pay Mr Peirson the sum
of (pound)69,450 subject to there having been deducted therefrom Income
Tax at the rate of 23% (which the company shall account for to the Inland
Revenue)
<PAGE>
(c) to pay the payments referred to above upon execution of this Agreement;
(d) to provide a written reference to a prospective employer or recruitment
agency in the form set out at Schedule 1 hereof (the "Reference") in the
event of the Company receiving a request or either an oral or written
reference in respect of Mr Peirson from a prospective employer. Mr
Peirson agrees that any requests for a reference from any of his
prospective employers will be addressed to W D Snowdon, Company
Secretary. The Reference will be provided by W P Holloway, Chairman on
behalf of the Company. In the event of W P Holloway being absent or
leaving the Company, his successor will provide the Reference. If the
Company has sent the Reference to a prospective employer and then
receives enquiries from the prospective employer the company will answer
such enquiries in terms which are consistent with the Reference.
(e) to pay to Mr Peirson within 7 days of the receipt of a valid invoice any
reasonable expenses incurred by him prior to the Termination Date in the
proper performance of his duties for the Company.
(f) To make a contribution to Mr Peirson's legal costs in connection with
this Agreement, subject to a maximum of (pound)500.00 plus VAT within 14
days of receiving an invoice from Mr Peirson's Solicitors
(g) within one month of the termination date to:
(a) file with the Securities and Exchange Commission a registration
statement pursuant to regulation s.8 in relation to the 350,000
options ("the Options") to acquire shares of common stock of MSU
Corporation and do all the things necessary and desirable to enable
Mr Peirson to exercise the Options and acquire the said shares.
(b) to issue to Mr Peirson a document confirming the right to receive the
Options underlying the registration statement.
(h) to arrange outplacement counselling and assistance from a reputable firm
of outplacement consultants and will pay their fees up to a limit of
(pound)2,000.0 (excluding VAT)
(i) that the issue of the Options will be in full and final settlement of any
claims he may have in relation to any other options whether pursuant to
his contract of services, a letter dated 8th November 1998 or otherwise
(j) that he will use his reasonable endeavours to dispose of any shares of
MSU Corporation Common Stock in an orderly manner without causing any
material fluctuations in the share price of MSU Corporation. The Company
will not do any act to delay the sale of any shares and will all times
act in good faith.
<PAGE>
3. Mr Peirson agrees and undertakes with the Company as follows:
(a) that he accepts the monies payable under clause 2 above in full and final
settlement of all common law claims he may have relating to his
employment with the Company and/or its termination including, without
limitation, save in respect of personal injuries and the options referred
to in paragraph (g) above, any claim for breach of contract or in tort;
(b) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court, in respect of any
claim for wrongful dismissal and/or breach of contract arising out of his
employment with the Company and/or its termination.
(c) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court in respect of any
claim for unfair dismissal arising (including constructive dismissal) our
of his employment with the Company and/or its termination;
(d) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court for a redundancy
payment (statutory or otherwise) arising out of his employment with the
Company and/or its termination;
(e) that he shall refrain from instituting or continuing proceedings against
the Company before an employment tribunal and/or Court in respect of any
claim under Part II of the Employment Rights Act 1996 arising out of his
employment with the Company and/or its termination;
(f) that he will return to the Company on or before the date hereof all
property belonging to the Company or any Associated Company, but not
limited to, fuel card, mobile phone, credit cards, keys, papers,
documents, samples or memoranda which relate in any way to the Company or
any Associated Company. Mr Peirson further undertakes with the Company
all such property to the Company.
(g) that he will not at any time after the Termination Date represent himself
as being employed by or connected with the Company or any Associated
Company;
(4) Mr Peirson hereby agrees and undertakes with the Company (for itself and for
the benefit of any Associated Company and as trustee of any such companies)
that the undertakings given in sub clauses 3(a), (b)m (c), (d), (e)m (f) and
(g) shall apply 'equally to any' Associated Company.
(5) This Agreement is made; and the consideration set out in clause 2 above is
given, without any admission of liability whatsoever by the Company.
(6) Mr Peirson hereby acknowledges that, before signing this Agreement, he has
received independent legal advice from Natasha Benn a relevant independent
advisor (as defined in section 203 of Employment Rights Act 1996 (as
amended), as to the terms and effect of this Agreement and in particular its
effect on his ability to pursue his rights before an employment tribunal. A
copy of the certificate of compliance is attached hereto as Schedule 2;
(7) In the event of a breach of any terms of this Agreement all parties reserve
the right to take the appropriate legal action to enforce the same.
<PAGE>
(8) For the purposes of this Agreement, Associated Company means a company which
is from time to time a subsidiary or a holding company (as those expressions
are defined by Section 736 of the Companies Act 1985 as amended prior to the
date hereof) of the Company or a subsidiary (other than the Company) of a
holding company of the Company.
IN WITNESS WHEREOF this Agreement has been signed by or on behalf of the parties
hereto the day and year first written
/s/ xxxxxxxxxx
- --------------------
On Behalf of MSU (UK) Limited
Position. Co. Secretary
Witness. xxxxxx. Legal Secretary, 35 Limeslade Close, Fairwater Cardiff
/s/ xxxxxxxxxx
- --------------------
On Behalf of MSU Corporation.
Position. Co. Secretary
Witness. xxxxxx. Legal Secretary, 35 Limeslade Close, Fairwater Cardiff
- --------------------
By K. Peirson
18-6-99
SCHEDULE 1
WDS/ES
Dear Sir,
I confirm that Keith Peirson was employed as Managing Director of MSU (UK)
Limited between the 1st July 1996 and 31st May 1999.
Keith Peirson was with the company during a very difficult time brought about
the company's financial situation. This limited the company's ability to deliver
product developments to it's plans.
In all this difficult time Keith Peirson was unfailingly dilligent, hardworking,
professional and proved a highly effective manager. He engendered a keen sense
of team spirit in the staff.
I am sorry to have lost Keith Peirson's services and would not hesitate to
recommend him to you.
Yours faithfully,
<PAGE>
SCHEDULE 2
CERTIFICATE OF COMPLIANCE
I hereby certify as follows:-
1. I am a Solicitor of the Supreme Court of England and Wales holding a current
Practising Certificate.
2. I have advised Keith Peirson ("Mr Peirson") of the terms and effect of the
Agreement between MSU (UK) Limited ("the Company") and Mr Peirson to which
this Certificate of Compliance is attached as Schedule two and in particular,
its effect on Mr Peirson's ability to pursue his rights before an employment
tribunal following signature.
3. I am not acting (and have not acted in relation to this matter for the
Company or for an associated employer) within the meaning of Section 203 of
the Employment Rights Act 1996. I have advised Mr Peirson throughout in an
independent capacity.
4. The arrangements between my firm and the solicitors Indemnity Fund cover the
risk of a claim by Mr Peirson in respect of loss arising in consequences of
the advice I have given.
SIGNED
Natasha Benn
<PAGE>
WEBZU
[Recipient]
[Date]
Dear [Recipient],
I am pleased to inform you that the Board of Directors of the Company have
agreed to issue you with options to acquire _____ shares of common stock in MSU
Corporation at a price of $____, being today's closing price.
__% of these options will be fully exercisable from _________________ with the
balance being exercisable from _________________. Exercisability will be
dependent on you continuing to be in the employment of the Company (and not
working a notice period for whatever reason). The options will lapse if not
exercised on or before _________________. A more detailed note explaining the
process involved in exercising will be circulated shortly.
The next year promises to provide an exciting period in the company's history.
May I take this opportunity to thank you for your support over the last few
months and wish you all the best as we embark on the challenges ahead.
Kind regards
Darran
Darran Evans
<PAGE>
Exhibit 5.1
[Bondy & Schloss LLP Letterhead Logo]
December 8, 1999
MSU Corporation
Elder House
526-528 Eldergate
Central Milton Keynes, MK9 1LR
United Kingdom
Ladies and Gentlemen:
We have acted as counsel to MSU Corporation, a Florida
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of an aggregate 555,500 shares (the "Shares") of Common Stock,
$0.01 par value per share, issuable to Mr. Keith Peirson and certain employees
of the Company, pursuant to agreements with the Company (the "Agreements").
In connection with the foregoing, we have examined originals
or copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that, when issued and paid for in accordance with the Agreements, the Shares
will be validly issued, fully paid and, non-assessable.
We are members of the bar of the State of New York and are not
licensed or admitted to practice law in any other jurisdiction. Accordingly, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States.
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement. In giving such consent, we do
not thereby concede that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.
Very truly yours,
Bondy and Schloss
Enclosures
<PAGE>
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8, dated on or about December 6, 1999, of our report dated September 30,
1999 on our audit of the consolidated financial statements of MSU Corporation
and Subsidiaries as of June 30, 1999 and 1998 and for the three years in the
period ended June 30, 1999, included in the Company's Annual Report on Form 10-K
for the year ended June 30, 1999.
/s/ Moore Stephens Lovelace, P.A.
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Certified Public Accountants
Orlando, Florida
December 6, 1999
