As filed with the Securities and Exchange Commission on March 6, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVA International Inc.
(Exact name of registrant as specified in its charter)
Delaware 16-1284228
(State of incorporation) (I.R.S. Employer Identification No.)
6 Woodcross Drive
Columbia, SC 29036
(Address, including zip code, of principal executive offices)
2000 CONSULTING SERVICES PLAN
(Full Titles of the Plans)
George L. Down, President
ADVA International Inc.
6 Woodcross Drive
Columbia, SC 29212
(Name and address of agent for service)
(803) 407 3044
(Telephone number, including area code, of agent for service)
Copy to:
Kevin Spreng, ESQ.
MESSERLI & KRAMER P.A.
150 So. Fifth Street, Suite 1800
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
To be Registered Registered Per Share(1) Offering Price(1) Fee
Common Stock,
$0.001 par value 120,000 $3.00* $360,000 $100.08
(*) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based on [the
average between the high and low trading range of price of the Registrant's
stock as reported by the Nasdaq Bulletin Board over the prior year.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Form 10-KSB of Advanced Medical Products, Inc. for the year ended
June 30, 1999, filed with the Securities and Exchange Commission on
October 29, 1999;
(b) All other reports filed by the Company pursuant to Sections 13(a) and
15(d) of the Exchange Act since the end of the fiscal year covered
by the Form 10-KSB above, including Forms 10QSB for the periods
ended September 30, 1999 and December 30, 1999, and the Information
Statement Relating To Corporate Action To Be Taken by Written
Consent in Lieu of Meeting of Stockholders On Or Promptly After
December 22, 1999. All reports and definitive proxy or information
statements filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
subsequent to the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-18 filed with the Commission on
June 3, 1987, including any amendments or reports filed for the purpose
of updating such descriptions.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Company and the statutes of the State of Delaware
give the Company the power to indemnify any director, officer, employee, or
agent who was or is a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative, against certain liabilities and expenses incurred in
connection with the action, suit, or proceeding. The Bylaws of the Company
provide that the Company shall indemnify any such directors, officers,
employees, or agents to the full extent provided under applicable provisions
of the Delaware Statutes. These provisions do not affect the availability of
equitable remedies, such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty, although, as a practical matter,
equitable relief may not be available. In the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act. As a result, the above provisions may not
limit liability of the directors for violations of, or relieve them from the
necessity of complying with, the federal securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
EXHIBIT NUMBER
4. Certificate of Amended to the Certificate of Incorporation of the
Company, as filed with the State of Delaware on March 1, 2000.
5. Opinion of Messerli & Kramer P.A.
23. Consent of McGladrey & Pullen, LLP. Independent Auditors
24. Power of Attorney - Reference is made to Page 5 of this
Registration Statement.
99. 2000 Consulting Services Plan
-------------
Item 9. Undertakings.
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post- effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. 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 low or high 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
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement, and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The 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 herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. 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 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
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.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, South Carolina, on March
13, 2000.
ADVA International Inc.
/s/ GEORGE L. DOWN
------------------------------------
By: George L. Down
Its: President
Power of Attorney
Each person whose individual signature appears below hereby
constitutes and appoints Ronald G. Moyer as his true and lawful attorney-in-
fact with power to authority to execute in the name and on behalf of the
person, individually and in each capacity stated below, and to file, any and
all amendments to this Registration Statement, including any and all post
effective amendments.
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.
SIGNATURE TITLE
- --------- -----
/s/ RONALD G. MOYER Director, Chairman
- ------------------------
Ronald G. Moyer
Date: March 17, 2000
/s/ GEORGE L. DOWN Director
- ------------------------
George L. Down
Date: March 17, 2000
/s/ C. ROGER JONES Director
- ------------------------
C. Roger Jones
Date: March 17, 2000
EXHIBIT 4
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION of
ADVANCED MEDICAL PRODUCTS, INC.
ADVANCED MEDICAL PRODUCTS, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: At a meeting of the directors of Advanced Medical Products, Inc.
held on Dec. 22, 1999, resolutions were duly adopted approving a one share
for ten shares reverse stock split of the common stock outstanding, and
setting forth proposed amendments to the Certificate of Incorporation of said
corporation, declaring said amendments advisable and seeking the approval, by
written consent without meeting, of a majority of the issued and outstanding
shares of said corporation to adopt such amendments to the Certificate of
Incorporation, pursuant to Sections 228 and 242 of the Delaware General
Corporation Law. The resolutions setting forth the proposed amendments are
as follows:
RESOLVED, that Article 1 of the Certificate of Incorporation of the Company,
as amended, be deleted and the following inserted in lieu:
1. The name of the corporation is ADVA International Inc.
RESOLVED, that the first sentence of Article 4 of the Certificate of
Incorporation of the Company, as amended, be deleted and the following
inserted in lieu:
4. The aggregate number of shares which the Company shall have
authority to issue is 20,010,000 shares, of which 20,000,000 shares
shall be common stock, all of which shall have a par value of $0.001,
amounting in the aggregate to $20,000, and 4,000 shares shall be Class
A Preferred Stock all of which shall have no par value, and 6,000
shares of Class B Preferred Stock all of which shall have no par value.
The designations and preferences, conversions and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the shares of stock are as follows:"
(ii) Adding the following Paragraph 8:
8. Class B Preferred Stock. All Class B Preferred Stock shall be "blank
check" preferred stock, issuable in one or more series. The term "blank
check" preferred stock refers to stock for which the designations,
preferences, conversion rights, cumulative, relative, participating,
optional or other rights, including voting rights (subject to the
limitations described below), qualifications, limitations or
restrictions thereof (collectively, the "Designations") are determined
by the board of directors of a company. Under this amendment, the Board
of Directors can authorize the issuance, at any time or from time to
time, of one or more series of Preferred Stock (subject to approval of
the holders of a majority of the issued and outstanding Class A
Preferred stock, and further stockholder approval if required by law).
In addition, the Board of Directors would determine all designations,
relative rights, preferences and limitations of such stock, including
but not limited to the following: designation of series and numbers of
shares; dividend rights; rights upon liquidation or distribution of
assets of the Company; conversion or exchange rights; redemption
provisions; sinking fund provisions and voting rights; provided that
the holders of shares of Preferred Stock will not be entitled to more
than the greater of (i) one vote per $100 of liquidation value or (ii)
one vote per share, when voting as a class with holders of shares of
capital stock generally, and will not be entitled to vote separately as
a class except where such class or series of Preferred Stock is
adversely affected. No holder of shares of the Company will have any
preemptive rights to acquire any securities of the Company.
The Board of Directors is expressly authorized at any time to adopt
resolutions providing for the issuance of, or providing for a change in
the number of, shares of any particular series of Class B Preferred
Stock and, if and to the extent from time to time required by law, to
file a Certificate of Designations which is effective without
stockholder action to increase or decrease the number of shares
included in each series of Class B Preferred Stock (but not to decrease
the number of shares in any series below the number of shares then
issued), and to set or change in any one or more respects the
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each series.
Notwithstanding the broad grant of authority described above to issue
one or more series of Class B Preferred Stock without further
stockholder approval, if any series of Class B Preferred Stock will
enjoy any preference or priority superior to, or on parity with, any
such preference or priority of Class A Preferred Stock, or would have
rights upon conversion or exchange into any other securities of the
Corporation prior or superior to, or on parity with, the Class A
Preferred Stock, the Corporation shall obtain the approval of a
Majority of the issued and outstanding shares of Class A Preferred
Stock, either present at a stockholder's meeting or by written consent
in lieu of a meeting, before issuing any shares of such series."
SECOND: Thereafter, pursuant to resolutions of its Board of
Directors, a majority of the issued and outstanding shares of said
corporation entitled to vote consented, in writing, to the adoption of
said amendments to the Certificate of Incorporation, and written notice
thereof has been provided to stockholders who did not so consent, in
accordance with Section 228 of the General Corporation Law of the State
of Delaware.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be
reduced under or by reason of said amendments
IN WITNESS WHEREOF, said ADVANCED MEDICAL PRODUCTS, INC. has caused
this certificate to be signed by George Down, its President and Deborah
Riente, its Secretary this 29th day of February, 2000.
ADVANCED MEDICAL PRODUCTS, INC.
By: _/s/ George L. Down ____________
George L. Down, President
By: _/s/Deborah Riente ___________
Deborah Riente, Secretary
EXHIBIT 5
{MESSERLI & KRAMER P.A. LETTERHEAD}
March 17, 2000
ADVA International Inc.
6 Woodcross Drive
Columbia, SC 29036
RE: ADVA International Inc. ISSUANCE OF SECURITIES
OUR FILE NO.
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by ADVA International Inc. (formerly Advanced Medical
Products, Inc., "ADVA" or the "Company") of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the sale of 120,000 shares of the Company's Common Stock,
$.001 par value (the "Shares"), that will be issued pursuant to the 2000
Consulting Plan (the "Consulting Plan", of "Agreement").
In connection with this opinion, we have examined the Registration Statement,
the Company's restated Articles of Incorporation and By-Laws, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents, where due execution and delivery are
a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Consulting
Agreement and the Registration Statement, will be validly issued, fully paid,
and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ MESSERLI & KRAMER P.A.
EXHIBIT 23
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of ADVA International Inc. on Form S-8 of our report dated October
22, 1999, in the Annual Report on Form 10-KSB for the years ended June 30,
1999 and 1998 relating to the financial statements of Advanced Medical
Products, Inc. included.
/s/McGladrey & Pullen LLP
Charlotte, NC
March 17, 2000
EXHIBIT 99
200O CONSULTING PLAN
THIS CONSULTING PLAN (this "Agreement") is entered into as of
February 4, 2000 by and between Advanced Medical Products, Inc., a Delaware
corporation, "ADVA" or the "Company"), and Ronald G. Moyer, George L. Down,
Roger Griffis, L. John Ankney, and (possibly)including one or more other
independent financial consultants (collectively the "Consultants").
RECITALS:
A. ADVA is a public company whose Common Stock, with a par value of
$.001 per share, is quoted on the OTC Bulletin Board. Advanced Medical
Products Inc. ("Advanced Medical", the "Registrant" or the "Company"),
prior to selling its assets on May 12, 1999 under paragraph 363 US11 of
the bankruptcy code, developed, manufactured, assembled and marketed
medical diagnostic equipment and software primarily for use in physicians'
offices. Holter monitors (24 hour electrocardiogram (ECG) monitors) and
ambulatory blood pressure (ABP) instruments provided most of the
Company's revenues.
B. ADVA requires expertise in corporate restructuring, mergers, and
acquisitions to support the Company's pursuit of opportunities to merge a
private company into Advanced Medical Products, Inc., a Bulletin Board
traded public shell, and wishes to engage the Consultants on a
nonexclusive basis as independent contractors to provide advisory
services.
C. The Parties wish to set forth the terms of their relationship
pursuant to the terms of this Agreement - specifically, to establish a
Company Consulting relationship for purposes of state and federal law;
NOW, THEREFORE, it is mutually agreed by and between the parties as
follows:
1. ENGAGEMENT. ADVA hereby retains and engages the Consultants to consult
with and advise ADVA with respect to the activities described in more detail
in Section 2 below (the "Consulting Services"), and the Consultants agree to
perform the Consulting Services subject to the terms and conditions of this
Agreement. Consultants agree to work for ADVA as consultants and not as an
employees, as that term is understood for federal and state law purposes.
Accordingly, Consultants understand that they are not eligible for any
vacation or other leave or benefits provided to ADVA employees and that they
are responsible for payment of all taxes arising out of these activities,
including, but not limited to, federal and state income tax, Social Security
tax, unemployment insurance taxes and any other business license fees as
required. Consultants are also responsible for any workers' compensation
arrangements and payments required by applicable law.
2. CONSULTING SERVICES. The consulting services contemplated by this
Agreement (the "Consulting Services") shall consist of Consultants providing
advice and counsel regarding ADVA's Board's decision that it is in the best
interest of all of the stockholders of ADVA to pursue opportunities to merge
a private company into ADVA, a Bulletin Board traded public shell, to
negotiate a suitable transaction with interested parties, and to make certain
changes in the corporate structure to accommodate such a "reverse merger".
Consultants shall act as a "Committee" appointed for the purpose of seeking
potential reverse merger candidates or technology or business partners,
reviewing available information, negotiating terms of a stock sale and
merger, or terms of a stock sale, and presenting recommendations to the Board
for approval; in addition, Consultants will seek opportunities and pursue
negotiations with potential alliances and partners, merger/acquisition
candidates, joint ventures, corporate partners, technology partners, and
others, excluding financial and financially related transactions and any
activities related to capital formation.
3. BEST EFFORTS. Consultants shall devote such time and best efforts to the
affairs of ADVA as is reasonable and adequate to render the consulting
services contemplated by this agreement. Consultants are not responsible for
the performance of any services which may be rendered hereunder without ADVA
providing the necessary information in writing prior thereto, nor shall
Consultants include any services that constitute the rendering of any legal
opinions or performance of work that is in the ordinary purview of a
Certified Public Accountant or attorney. It is understood that a portion of
the compensation to be paid hereunder is being paid by ADVA to have
Consultants remain available to assist with transactions on an as-needed
basis.
4. DUTIES EXPRESSLY EXCLUDED. This Agreement expressly excludes the
Consultants from providing any and all capital formation and/or public
relations services to the Company inclusive of, but not limited to: (i)
direct or indirect promotion of, or maintaining of a market in, the Company's
securities; (ii) assistance in obtaining debt and/or equity financing or any
other capital-raising transactions; or (iii) investor relations or
shareholder communications services.
5. CONSIDERATION. In consideration of the performance by the Consultants of
the Consulting Services, ADVA will issue to Consultants up to 120,000 shares
of ADVA's Common Stock (the "Shares"). The Shares will be issued as soon as
practicable following execution of this Agreement and the filing of a
registration statement under the Securities Act of 1933, as amended, on Form
S-8 covering the original issuance of such Shares.
6. EXPENSES. Consultants shall bear there out-of-pocket costs and expenses
incident to performing the Consulting Services, without a right of
reimbursement by ADVA.
7. TERM. The term of this Agreement is one year, commencing on the date
hereof, and shall continue for one year unless terminated sooner, by either
party, upon giving to the other party five (5) days written notice, after
which time this Agreement is terminated.
8. CONSULTANTS' LIABILITY. In the absence of gross negligence or willful
misconduct on the part of the Consultants or the Consultants' breach of any
term of this Agreement, the Consultant shall not be liable to the Company, or
to any officer, director, employee, shareholder or creditor of the Company,
for any act or omission in the course of or in connection with the rendering
or providing of services hereunder. Except in those cases where gross
negligence or willful misconduct of the Consultants or the breach by the
Consultants of any terms of this Agreement is alleged and proven, the Company
agrees to defend, indemnify, and hold the Consultants harmless from and
against any and all reasonable costs, expenses and liability (including
reasonable attorneys' fees paid in the defense of the Consultants) which may
in any way result from services rendered by the Consultants pursuant to or in
connection with this Agreement. This indemnification expressly excludes any
and all damages as a result of any actions taken or omissions or statements
made by the Consultants without the prior approval or authorization of the
Company or which are otherwise in violation of applicable law.
9. COMPANY'S LIABILITY. The Consultants agree to defend, indemnify, and hold
the Company and its officers, directors, employees and shareholders harmless
from and against any and all reasonable costs, expenses and liability
(including reasonable attorneys' fees paid in defense of the Company and/or
its officers, directors, employees and/or shareholders) which may in any way
result pursuant to his gross negligence or willful misconduct or in any
connection with any actions taken or omissions or statements made without the
prior approval or authorization of the Company or which are otherwise in
violation of applicable law.
10. CONSULTANTS' REPRESENTATIONS. The Consultants make the following
representations:
(a) The Consultant's have no prior or existing legally binding obligations
that are in conflict with there entering into this Agreement;
(b) The Consultants shall not offer or make payment of any consideration to
brokers, dealers, or others for purposes of inducing the purchase, making of
a market or recommendation for the purchase of the Company's securities;
(c) Certain of the Consultants are currently shareholders of ADVA;
(d) The Consultants are not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD or any state
securities commission;
(e) The Consultants' activities and operations fully comply with now and will
comply with in the future all applicable state and federal securities laws
and regulations;
(f) The Consultants understand that, as a result of there services, they may
come to possess material non-public information about the Company, and they
will take steps to reasonably insure that neither they nor any of there
affiliates trade in the securities of the Company while in possession of
material non-public information;
(g) During the term of this Agreement and for a period of five years
thereafter, the Consultants shall treat as the Company's confidential trade
secrets all data, information, ideas, knowledge and papers pertaining to the
affairs of the Company. Without limiting the generality of the foregoing,
such trade secrets shall include, without limitation: the Company's business,
marketing and acquisition plans; the identity of the Company's customers,
suppliers, prospective customers and suppliers and acquisition candidates;
the identity of the Company's marketing partners; the identity of the
Company's creditors and other sources of financing; the Company's cost and
gross prices charged by the Company for its products; the prices or other
consideration charged to or required of the Company by any of the suppliers
or potential suppliers; and the Company's sales and promotional policies. The
Consultants shall not reveal such trade secrets to others except in the
proper exercise of his duties for the Company, or use his knowledge thereof
in any way that would be detrimental to the interest of the Company unless
compelled to disclose such information by judicial or administrative process.
Despite the above, the divulging of information shall not be a breach of this
Agreement to the extent that such information was (i)previously known by the
party to which it is divulged, (ii) already in the public domain, all through
no fault of the Consultant or (iii) required to be disclosed by the
Consultant pursuant to judicial or governmental order (as to which case, the
Consultant shall promptly notify ADVA of any request for information so that
ADVA can determine whether to seek a protective order as to such
information). The Consultants shall also treat all information pertaining to
the affairs of the Company's suppliers and customers and prospective
customers and suppliers as confidential trade secrets of such customers and
suppliers and prospective customers and suppliers; and (h) The Consultant
agrees to notify the Company immediately if, at any time, any of the
representations and warranties made by the Consultants herein are no longer
true and correct or if a breach of any of the representations and warranties
made by the Consultants herein occurs.
11. COMPANY REPRESENTATIONS. The Company makes the following representations:
(a) The Company is in good standing in under the laws of the State of
Delaware.
(b) The issuance of the Shares has been authorized by ADVA's Board of
Directors and, when issued, will be fully paid and non-assessable.
12. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire understanding
of the parties with respect to the matters contemplated hereby. Any and all
previous agreements and understandings between or among the parties of any
kind, whether written or oral, are superseded by this Agreement. This
Agreement shall not be amended or modified except by written instrument duly
executed by each of the parties.
13. ASSIGNMENT AND BINDING EFFECT. This Agreement may not be assigned without
the prior written consent of the other party.
14. WAIVER. Any term or provision of this Agreement may be waived at any time
by the party entitled to the benefit thereof by a written instrument duly
executed by such party.
15. NOTICES. Any notice, request, demand, waiver, consent, approval or other
communication which is required or permitted hereunder shall be in writing
and shall be deemed given only if delivered personally or sent by facsimile,
or by registered or certified mail, postage prepaid, as follows:
If to ADVA to:
Advanced Medical Products, Inc.
6 Woodcross Drive
Columbia, SC 29212
If to Consultants, to:
Ronald G Moyer
6 Woodcross Drive
Columbia, SC 29212
George Down
6 Woodcross Drive
Columbia, SC 29212
Roger Griffis
6 Woodcross Drive
Columbia, SC 29212
L. John Ankney
3703 Sleepy Hollow Rd.
Falls Church, Virginia 22041
or to such other address as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice, request, demand, waiver,
consent, approval or other communications will be deemed to have been given
as of the date so delivered, telephoned or mailed.
16. GOVERNING LAW. This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of Delaware, exclusive of
its conflict of laws rules.
17. NO BENEFIT TO OTHERS. The representations, warranties, covenants and
agreements contained in this Agreement are for the sole benefit of the
parties hereto.
18. SEVERABILITY. Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability in such jurisdiction without invalidating or
rendering unenforceable the remaining provisions hereof, and any such
invalidity or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
19. HEADINGS. The headings of this Agreement are inserted solely for the
convenience of reference and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.
20. FURTHER ACTS. Each party agrees to perform any further acts and execute
and deliver any further documents that may be reasonably necessary to carry
out the provisions and intent of this Agreement.
21. ACKNOWLEDGMENT CONCERNING COUNSEL. Each party acknowledges that it/he had
the opportunity to employ separate and independent counsel of its/his own
choosing in connection with this Agreement.
22. INDEPENDENT CONTRACTOR STATUS. There is no relationship, partnership,
agency, employment, franchise or joint venture between the parties. The
parties have no authority to bind the other or incur any obligations on their
behalf.
23. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have hereunto affixed their signatures.
Advanced Medical Products, Inc.
CONSULTANTS
/S/RONALD G. MOYER
------------------------
Ronald G. Moyer
By /s/ RONALD G MOYER /s/GEORGE DOWN
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Ronald G. Moyer, Its Chairman George Down
/s/ROGER GRIFFIS
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Roger Griffis
/s/L. JOHN ANKNEY
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L. John Ankney
