<PAGE>
As filed with the Securities and Exchange Commission on December 5, 1996,
Registration No. 0-18049
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEROX ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 31-1166419
------ ----------
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
846 West Foothill Boulevard, Suite Y, Upland, CA 91786-3770
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
SERVICES AGREEMENT
(Full title of plan(s))
Laughlin Associates, Inc.
2533 North Carson Street
Carson City, Nevada 89700
800-648-0966
(name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
SECURITIES REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
TO BE REGISTERED
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE
$0.0083 350,000 $ 0.70 $245,000.00 $100.00
PER SHARE (1)
COMMON STOCK,
PAR VALUE
$0.0083 250,000 $ 0.70 $175,000.00 $ 0.00
PER SHARE (1)
</TABLE>
Page 1 of 8
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE
$0.0083 450,000 $ 0.00 $ 0.00 $ 0.00
PER SHARE (1)
</TABLE>
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 350,000 shares of its common stock as compensation
for services to M.A. Gillespie Investment Corporation. Approximate date of
proposed sale pursuant to the plan: As soon as practicable after the
Registration Statement becomes effective.
(2) The Company is to issue 250,000 shares of its common stock as compensation
for services to Mel Levine. Approximate date of proposed sale pursuant to the
plan: As soon as practicable after the Registration Statement becomes effective.
(3) The Company is to issue 450,000 shares of its common stock as compensation
for services to Jack Utter, Attorney at Law. Approximate date of proposed sale
pursuant to the plan: As soon as practicable after the Registration Statement
becomes effective.
This registration statement, including all exhibits and attachments, consists of
18 pages.
The exhibit index is on page 8.
Page 2 of 8
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed with the Securities and Exchange
Commission, are incorporated by reference in this registration statement:
(a) The Company's Quarterly Report in Form 10-Q for the period ending September
30, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the period ending June 30,
1996;
(c) The Company's Quarterly Report on Form 10-Q for the period ending March 31,
1996;
(d) The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
(e) All other Quarterly and Annual Reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the
end of the fiscal year covered by the Annual Report referred to in (c)
above; and
(f) All other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such 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.
The Company's authorized capitalization includes 6,000,000 shares of Common
Stock, $0.0083 par value per share, of which 2,583,931 shares were issued and
outstanding as of December 5, 1996, and 200,000 shares of Preferred Stock, no
par value, of which 70,709 shares were issued and outstanding as of December 5,
1996. 3,633,931 common shares will be issued and outstanding upon filing of
this Form S-8.
On September 19, 1996, Certificate Amending Articles of Incorporation was filed
with the Secretary of State, State of Nevada, increasing the authorized shares
from 2,500,000 to 6,000,000 and changing the par value per share from $0.02 to
$0.0083.
Page 3 of 8
<PAGE>
Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of the shareholders. The Company's
Bylaws require a majority of the Company's issued and outstanding shares of
Common Stock must be represented in order to constitute a quorum necessary to
transact business at a meeting of the shareholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, holders of a majority of the
outstanding shares of Common Stock are able to elect the entire board of
directors, and, if they do so, holders of the remaining shares of Common Stock
will not be able to elect any directors. Holders of the Company's Common Stock
have no preemptive rights to acquire additional shares of Common Stock. The
Company's Common Stock is not subject to redemption and carries no subscription
or conversion rights. In the event of the Company's liquidation, each share of
the Company's Common Stock is entitled to an equal share of corporate assets
remaining after satisfaction of all Company liabilities and preferred
distributions to holders of the Company's Preferred Stock. Holders of shares
of the Company's Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally available
for the payment of dividends. The Company has not paid cash dividends on its
Common Stock, and does not anticipate that it will pay cash dividends on its
Common Stock in the foreseeable future.
The Company's Preferred Stock consists of a single class of preferred stock.
The Preferred Stock is convertible one year after date of issuance, and is
nonvoting. Holders of shares of the Company's Preferred Stock are entitled to a
preference over the Company's Common Stock in the event of the Company's
liquidation, in the amount of $7.00 per share of Preferred Stock. Shares of
Preferred Stock are convertible into shares of Common Stock as follows: One for
one Share, Preferred Shares are redeemable by the Company on the following
terms: One year from date of issuance; $7.00 per share. The Company has not
paid cash dividends on its Preferred Stock, and does not anticipate that it will
pay cash dividends on its Preferred Stock in the foreseeable future.
The Company's board of directors has the authority, without any further action
by the Company's shareholders, to issue all or any portion of the authorized but
unissued shares of the Company's Common Stock and Preferred Stock, upon terms
established by the board of directors]. In the event of any such issuance of
additional shares of the Company's Common Stock or Preferred Stock, the
percentage ownership of the Company by existing shareholders would be reduced
and the book value of the Company's Common Stock may be diluted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
(a) Article 9 of the Company's Articles of Incorporation, and Article VII,
Section 1 of the Company's Bylaws, provide for indemnification of the Company's
officers and directors against certain liabilities. Officers and directors of
the Company are indemnified generally against expenses actually and reasonably
incurred in connection with proceedings, whether civil or criminal.
Page 4 of 8
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit index is contained on page 8 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
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: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement, including (but not limited to)
any addition or election of a managing underwriter; provided, however, that
paragraphs (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report for the
Company pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions
Page 5 of 8
<PAGE>
described in Item 6, or otherwise, the Company 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 of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of 1933, as amended, and will be
governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Upland, the State of California, on
this 5th day of December, 1996.
NEROX ENERGY CORPORATION
By:
---------------------------------------
Nicholas E. Ross
President, Chief Executive
Officer and Director
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Nicholas E. Ross, President, or his successor in
office, with full power to act as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him in his name,
place and stead, and in any and all capacities (until revoked in writing) to
sign any and all capacities (including post-effective amendments and amendments
thereto) this Registration Statement on Form S-8 of Nerox Energy Corporation,
and to file same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact 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, as fully
for all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact or his substitute may
lawfully do or cause to be done by virtue hereof.
Page 6 of 8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
- -------------------- Chief Executive Officer, December 5, 1996
Nicholas E. Ross President and Director
- -------------------- Vice President and Director December 5, 1996
William D. Artus
- -------------------- Director December 5, 1996
Joe Brock
Page 7 of 8
<PAGE>
INDEX TO EXHIBITS
No. Description
- --- -----------
5. Opinion and Consent of Alan Reedy, Esq.
10.1 Services Agreement with M.A. Gillespie Investment Corporation
dated December 5, 1996.
10.1(a) Services Agreement with Mel Levine dated December 5, 1996.
10.1(b) Services Agreement with Jack Utter dated December 5, 1996.
23 Consent of Saddington-Cacciamatta, Certified Public Accountants
Page 8 of 8
<PAGE>
EXHIBIT 5
ALAN MERLIN REEDY
A PROFESSIONAL CORPORATION
4501 E. LA PALMA
STE 200
ANAHEIM, CA 92807
(714) 777-3330 FAX (714) 777-8383
December 3, 1996
Ladies and Gentlemen:
You have requested my opinion with respect to the securities included in
the Company's registration statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission in 1996.
In my role as counsel to the Company, I have examined the original or
certified copies of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents as I deem relevant and
necessary for the opinion expressed in this letter. In such examination, I have
assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to me as conformed or
photostatic copies. As to various questions of fact material to such opinion, I
have relied upon statements or certificates of officials and representatives of
the Company and others.
The legal opinion expressed herein relates solely to California corporate
law. Based upon and subject to the foregoing, I am of the opinion that:
When the Registration Statement becomes effective under the Securities
Act of 1933, as amended, and the securities are issued and distributed
as contemplated in the Registration Statement, the securities will
constitute legally issued, paid and non-assessable securities of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that I am
included within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ ALAN REEDY
-----------------
Alan Reedy, Esq.
<PAGE>
EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement, effective this 5th day of December, 1996, is entered into by and
between NEROX ENERGY CORP. ("Client"), with the mailing address of 846 West
Foothill Boulevard, Suite Y, Upland, California 91786, and M.A. GILLESPIE
INVESTMENT CORPORATION, ("CONSULTANT"), with the mailing address of 16000
Ventura Boulevard, Ste 500, Encino, CA 91436, telephone (800) 470-4265.
1. SERVICES. Client desires, and Consultant is willing to continue providing,
consultant services of the nature and type requested by Client in the areas of
Consultant's practice and expertise, during the term described below (the
"Services"). Upon the reasonable request of Client, Consultant shall provide
Client with future Services pursuant to the terms and conditions of this
Agreement.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on
behalf of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel, for the payment of all wages and salaries payable to his
personnel, and the cost of providing his personnel with any fringe benefits to
which they may be entitled by reason of being personnel of Consultant.
Consultant shall also be responsible for withholding payroll taxes from the
wages and salaries paid to his personnel and the payment of all payroll taxes
relating to their employment to government agencies and shall provide workman's
compensation insurance, unemployment insurance and any other insurance required
by statute.
<PAGE>
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Three Hundred Fifty Thousand (350,000) shares of
the common stock of Client, which shall be issued to Consultant as soon as
practical following execution hereof, free and clear of all liens, encumbrances
and restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filing shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform or for delay in performance of their obligations
hereunder if such performance is prevented, hindered, or delayed by reason of
any cause beyond the reasonable control of the other party, including, without
limitation, any labor dispute, personal illness or injury, act of God, or
regulation or order of any government authority. If performance is not possible
for thirty (30) consecutive days, either party can terminate and the verifiable
fees and costs owed Consultant by Client shall become a lien against the assets
of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period.
<PAGE>
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By: _________________________
Its: _________________________
CONSULTANT: M.A. GILLESPIE INVESTMENT CORPORATION
____________________________
Stuart Greenberg, President
<PAGE>
EXHIBIT A
DESCRIPTION OF SERVICES
Pursuant to the terms of the Services Agreement dated December 5, 1996,
Consultant hereby agrees to provide the following Services to Client:
1. Perform a comprehensive review and analysis of such financial and other
factors as deemed appropriate, including, among other things:
a. the historic and current financial positions and results of operations
of Client;
b. The business prospects of Client;
c. a comparative analysis of Client, vis-a-vis other companies within
Client's industry sector; and
d. Client's operating projections;
2. Prepare a written research report of Client and establish a strategic
dialogue with Client's management to explore strategies for increasing
shareholder value;
3. Assist Client as a financial advisor in implementing any strategies Client
chooses to implement;
4. Advise Client with respect to all requirements for NASDAQ listing, develop
strategies for satisfying such requirements and introduce Client to such firms
or persons as may be appropriate to develop a group of market makers, stock
analysts and fund managers; and
5. Provide such other and further financial advisory consulting services as
may be mutually agreed upon between Client and Consultant from time to time.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
NEROX ENERGY CORPORATION
By:
---------------------------------------------------
Its
---------------------------------------------------
REGISTERED HOLDER
- ---------------------------------------------------
M.A. Gillespie Investment Corporation
- ---------------------------------------------------
(print name)
16000 Ventura Boulevard, Suite 500
- -----------------------------------------------------
(street address)
Encino, CA 91436
- -----------------------------------------------------
(city) (state) (zip)
- -----------------------------------------------------
(social security or employer ID number)
<PAGE>
EXHIBIT 10.1(a)
SERVICES AGREEMENT
This Agreement, effective this 5th day of December, 1996, is entered into by and
between NEROX ENERGY CORP. ("Client"), with the mailing address of 846 West
Foothill Boulevard, Suite Y, Upland, California 91786, and MEL LEVINE,
("Consultant"), with the mailing address of 50 First Street, Suite 308, San
Francisco, CA 94165.
1. SERVICES. Client desires, and Consultant is willing to continue providing,
consultant services of the nature and type requested by Client in the areas of
Consultant's practice and expertise, during the term described below (the
"Services"). Upon the reasonable request of Client, Consultant shall provide
Client with future Services pursuant to the terms and conditions of this
Agreement.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on
behalf of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel, for the payment of all wages and salaries payable to his
personnel, and the cost of providing his personnel with any fringe benefits to
which they may be entitled by reason of being personnel of Consultant.
Consultant shall also be responsible for withholding payroll taxes from the
wages and salaries paid to his personnel and the payment of all payroll taxes
relating to their employment to government agencies and shall provide workman's
compensation insurance, unemployment insurance and any other insurance required
by statute.
<PAGE>
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Three Hundred Fifty Thousand (350,000) shares of
the common stock of Client, which shall be issued to Consultant as soon as
practical following execution hereof, free and clear of all liens, encumbrances
and restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filing shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform or for delay in performance of their obligations
hereunder if such performance is prevented, hindered, or delayed by reason of
any cause beyond the reasonable control of the other party, including, without
limitation, any labor dispute, personal illness or injury, act of God, or
regulation or order of any government authority. If performance is not possible
for thirty (30) consecutive days, either party can terminate and the verifiable
fees and costs owed Consultant by Client shall become a lien against the assets
of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period.
<PAGE>
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By: _________________________
Its: _________________________
CONSULTANT: MEL LEVINE
____________________________
Mel Levine
<PAGE>
EXHIBIT A
DESCRIPTION OF SERVICES
Pursuant to the terms of the Services Agreement dated December 4, 1996,
Consultant hereby agrees to provide the following Services to Client:
1. Perform a comprehensive review and analysis of such financial and other
factors as deemed appropriate, including, among other things:
a. the historic and current financial positions and results of operations
of Client;
b. The business prospects of Client;
c. a comparative analysis of Client, vis-a-vis other companies within
Client's industry sector; and
d. Client's operating projections;
2. Prepare a written research report of Client and establish a strategic
dialogue with Client's management to explore strategies for increasing
shareholder value;
3. Assist Client as a financial advisor in implementing any strategies Client
chooses to implement;
4. Advise Client with respect to all requirements for NASDAQ listing, develop
strategies for satisfying such requirements and introduce Client to such firms
or persons as may be appropriate to develop a group of market makers, stock
analysts and fund managers; and
5. Provide such other and further financial advisory consulting services as
may be mutually agreed upon between Client and Consultant from time to time.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
NEROX ENERGY CORPORATION
By:
---------------------------------------------------------------
Its
---------------------------------------------------------------
REGISTERED HOLDER
- ---------------------------------------------------------------
MEL LEVINE
- ---------------------------------------------------------------
(print name)
50 First Street, Suite 308
- ---------------------------------------------------------------
(street address)
San Francisco, CA 94105
- -----------------------------------------------------------
(city) (state) (zip)
- --------------------------------------------------------------------------------
(social security or employer ID number)
<PAGE>
EXHIBIT 10.1(b)
SERVICES AGREEMENT
This Agreement, effective this 5th day of December, 1996, is entered into by and
between NEROX ENERGY CORP. ("Client"), with the mailing address of 846 West
Foothill Boulevard, Suite Y, Upland, California 91786, and JACK UTTER
("Attorney"), with the mailing address of 18400 Von Karman, Ste 600, Irvine, CA
92715.
1. SERVICES. Client has already received substantial legal services from
Attorney, including the benefit of out of pocket costs advanced for and on
behalf of Client. Client desires disposing of the debt owed Attorney. Client
desires, and Attorney is willing to continue providing, legal services of the
nature and type requested by Client in the areas of Attorney's practice and
expertise, during the term described below (the "Services"). Upon the
reasonable request of Client, Attorney shall provide Client with future Services
pursuant to the terms and conditions of this Agreement.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on
behalf of Attorney to Client, shall be considered the agents, consultants,
contractors or employees of Attorney. The relationship between Attorney and
Client is solely one of independent contractor. Attorney is entitled to perform
the Services required herein through the use of his own personnel. Nothing
herein shall be construed or interpreted to deem the relationship between Client
and Attorney to be an employer/employee relationship. Attorney shall be
responsible for all contract obligations he may have with his personnel, for the
payment of all wages and salaries payable to his personnel, and the cost of
providing his personnel with any fringe benefits to which they may be entitled
by reason of being personnel of Attorney. Attorney shall also be responsible
for withholding payroll taxes from the wages and salaries paid to his personnel
and the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
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3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Attorney the sum of Four Hundred Fifty Thousand (450,000) shares of the
common stock of Client, which shall be issued to Attorney as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof. The 450,000 shares shall be
consideration paid to attorney for services rendered Client through December 31,
1996. Any legal fees and costs incurred after December 31, 1996 shall be paid
in cash to attorney.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Attorney. Said filing shall occur as soon as practical after the
shares have been issued to Attorney, and Attorney agrees to cooperate in full
with Client in making such filing.
5. INABILITY TO PERFORM. Attorney and Client shall not be required to perform
their respective obligations under this Agreement, or be liable for their
failure to perform or for delay in performance of their obligations hereunder if
such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Attorney by Client shall become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
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effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification only
and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all necessary
signatures or may be executed simultaneously in two (2) or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding between
the parties hereto and integrates all prior negotiations, discussions and
agreements between them. No modifications of the terms of this Agreement shall
be valid unless in writing and signed by an authorized representative of each
party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of the
State of Nevada.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on
the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By: _________________________
Its: _________________________
ATTORNEY:
____________________________
JACK UTTER
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Nerox Energy Corporation and Subsidiary (the "Company") on Form S-8 dated
December 4, 1996, of our report dated May 17, 1996 with respect to the
consolidated financial statements and schedules of the Company included in the
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ CACCIAMATTA ACCOUNTANCY CORPORATION
Cacciamatta Accountancy Corporation
(Successor firm to Saddington-Cacciamatta)
Irvine, California
December 4, 1996
