<PAGE>
As filed with the Securities and Exchange Commission on October 10, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYPRESS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 95-3137322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 ORANGE AVENUE, SUITE 200
CYPRESS, CALIFORNIA 90630
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full title of the plan)
FARREST HAYDEN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CYPRESS FINANCIAL SERVICES, INC.
5400 ORANGE AVENUE, SUITE 200
CYPRESS, CALIFORNIA 90630
(Name and address of agent for service of process)
(714) 995-0627
(Telephone number, including area code, of agent for service)
The Commission is requested to send copies of all communication to:
DANIEL J. TANGEMAN, ESQ.
JEFFERS, WILSON & SHAFF
18881 VON KARMAN AVENUE, SUITE 1400
IRVINE, CA 92612
(714) 660-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering price Amount of
registered registered share (1) registration
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value, $.001 per share 450,000 $3.12 $1,237,500(1) $484.14
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1), based on the closing price of the Company's Common
Stock.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Cypress Financial Services, Inc., a Nevada
corporation (the "Company") with the Securities and Exchange Commission
("Commission") are incorporated in and made a part of this Registration
Statement by reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1995, filed on January 16, 1996 as amended on Form
10KSB/A filed July 31, 1996 and Form 10KSB/A filed September 11, 1996;
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1995 filed February 13,1996 as amended on Form 10QSB/A
filed on August 1, 1996;
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 30, 1996 filed May 14, 1996 as amended on Form 10QSB/A filed on
August 1, 1996;
(4) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996 filed August 15, 1996;
(5) The Company's Change in fiscal year end filed on Form 8-K dated
October 30, 1995.
(6) The Company's Amended and Restated Articles filed on Form 8-K dated
December 20, 1995;
2
<PAGE>
(7) The Company's Change in Accountants filed on Form 8-K dated March 18,
1996;
In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities offered hereby then remaining unsold
shall be deemed to be incorporated by reference herein and shall be deemed to be
a part hereof from the date of the filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock, par value $.001 per share, of the Company (the "Common
Stock") is registered pursuant to Section 12(g) of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of shares of Common Stock registered hereunder has been passed
upon by Jeffers, Wilson & Shaff, LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As allowed by Nevada Revised Statutes, the Articles of Incorporation and
Bylaws of the Company provide that the liability of the directors of the Company
for monetary damages shall be eliminated to the fullest extent permissible under
Nevada law. This is intended to eliminate the personal liability of a director
for monetary damages in an action brought by or in the right of the Company for
breach of a director's duties to the Company or its shareholders except for
liability for acts or omissions that involve intentional misconduct or knowing
and culpable violation of law, for acts or omissions that a director believes to
be contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the director, for any
transaction from which a director derived an improper personal benefit, for acts
or omissions that show a reckless disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the Company or its shareholders, for acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its shareholders, with
respect to certain contracts in which a director has a material financial
interest and for approval of certain improper distributions to shareholders or
certain loans or guarantees. This provision does not limit or eliminate the
rights of the Company or any shareholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
3
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index appearing at numbered page 7.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(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 to 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;
(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(1)(1) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement
(2) That, for the purpose of determining 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) 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, each filing of the
Registrant's annual report pursuant to Section
4
<PAGE>
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification of directors, officers and controlling
persons of the Registrant for liabilities arising under the Securities Act of
1933 may be permitted, pursuant to the provisions referred to in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against 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 of whether
such indemnification by the Registrant is against the public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, as amended, 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 Cypress, California on October 10, 1994
CYPRESS FINANCIAL SERVICES, INC.
Date: October 10, 1996 By /s/ FARREST HAYDEN
------------------------------------
Farrest Hayden
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Cypress Financial Services,
Inc., do hereby constitute and appoint Farrest Hayden, our true and lawful
attorney and agent, to do any and all acts and things in our name and behalf in
our capacities as directors and officers and to execute any and all instruments
for us and in our names in the capacities indicated below, which said attorneys
and agents, or any one of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our names
and in the capacities indicated below, any and all amendments (including post-
effective amendments) hereof; and we do hereby ratify and confirm all that the
said attorneys and agents, or any of them, shall 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 below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date Signed
- ---------- ----- -----------
<S> <C> <C>
/s/ FARREST HAYDEN Chairman of the Board October 10, 1996
- --------------------- Chief Executive Officer
Farrest Hayden and President
/s/ OTTO J. LACAYO Director, Chief Financial October 10, 1996
- --------------------- Officer and Vice
Otto J. Lacayo President (Principal
Accounting Officer)
/s/ DANIEL NAJOR Director October 10, 1996
- ---------------------
Daniel Najor
/s/ GRAHAM E. GILL Director October 10, 1996
- ---------------------
Graham E. Gill
</TABLE>
6
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Number page
------- ----------- ------------
<C> <S> <C>
4.1 1995 Stock Option Plan as amended September 11, 1996
5.1 Opinion of Jeffers, Wilson & Shaff
23.1 Consent of counsel (included in Exhibit 5.1)
23.2 Consent of Corbin & Wertz
25.1 Powers of Attorney (included with signature page)
</TABLE>
____________________
7
<PAGE>
CYPRESS FINANCIAL SERVICES, INC.
1995 STOCK OPTION PLAN
ADOPTED OCTOBER 30, 1995
AMENDED SEPTEMBER 11, 1996
<PAGE>
EXHIBIT 4.1
CYPRESS FINANCIAL SERVICES, INC.
(FORMERLY THE CHRISTMAS GUILD, INC.)
1995 STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 The 1995 Stock Option Plan (the "Plan") was adopted on October 30,
1995. The purpose of the Plan is to (i) further the growth, development, and
financial success of the Company by providing additional incentives to its
Directors, Officers, selected employees, advisors, consultants and employees of
companies who do business with the Company by assisting them to become owners of
capital stock of the Company and thus permitting them to benefit from its
growth, development and financial success and (ii) to enable the Company to
obtain and retain the services of the type of directors, officers, and employees
considered essential to the long range success of the Company by providing and
offering them an opportunity to become owners of capital stock of the Company.
ARTICLE II
DEFINITIONS
2.1 "Beneficiary" shall mean the person, persons, trust or trusts entitled
by will or the laws of descent and distribution to receive the benefits
specified in the Option Agreement and under this Plan in the event of a
Participant's death, and shall mean the Participant's personal representative,
executor or administrator if no other Beneficiary is identified and able to act
under the circumstances.
2.2 "Board" shall mean the Board of Directors of the Corporation.
2.3 "Change in Control Event" shall mean any of the following:
(i) Approval by the shareholders of the Corporation of the
dissolution or liquidation of the Corporation;
(ii) Approval by the shareholders of the Corporation of an agreement
to merge or consolidate, or otherwise reorganize, with or into one or more
entities that are not Subsidiaries, as a result of which less than 50% of
the outstanding voting securities of the surviving or resulting entity
immediately after the reorganization are, or will be, owned by shareholders
of the Corporation immediately before such reorganization (assuming for
purposes of such determination that there is no change in the record
ownership of the Corporation's securities from the record date for such
approval until
<PAGE>
such reorganization and that such record owners hold no securities of the
other parties to such reorganization);
(iv) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) (other than a person having such ownership at the time
of adoption of this Plan) becomes the "beneficial owner" ( as defined in
rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Corporation representing more than 50% of the combined voting power
of the Corporation's then outstanding securities entitle to then vote
generally in the election of directors of the corporation; or
(v) During any period not longer than two consecutive years,
individuals who at the beginning of such period constituted the Board cease
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Corporation's shareholders, of each new
Board member was approved by a vote of at least three-fourths of the Board
members then still in office who were Board members at the beginning of
such period (including for these purposes, new members whose election or
nomination was so approved).
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
2.5 "Commission" shall mean the Securities and Exchange Commission.
2.6 "Committee" shall mean a committee appointed by the Board to
administer this Plan, which committee shall be comprised only of three or more
directors or such greater number of directors as may be required under
applicable law, each of whom, during such time as one or more Participants may
be subject to Section 16 of the Exchange Act, shall be Disinterested.
2.7 "Common Stock" shall mean the Common Stock of the Corporation and such
other securities or property as may become subject to Options, pursuant to an
adjustment made under Section 3.2 of this Plan.
2.8 "Company" shall mean, collectively, the Corporation and its
Subsidiaries.
(i) "Corporation" shall mean the The Christmas Guild, Inc., a Nevada
corporation, and its successors.
2.9 "Disinterested" shall mean disinterested within the meaning of any
applicable regulatory requirements, including Rule 16b-3.
2
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2.10 "Eligible Employee" shall mean a director (whether or not an
employee) officer, employee, consultant, advisor, agent, or an employee of any
company that does business with the Company.
2.11 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
2.12 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
2.13 "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
2.14 "Fair Market Value" shall mean (i) if the stock is listed or admitted
to trade on a national securities exchange, the closing sales price of the stock
on the Composite Tape, as published in the Western Edition of The Wall Street
Journal, of the principal national securities exchange on which the stock is so
listed or admitted to trade, on such date, or, if there is no trading of the
stock on such date, then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (ii) if the stock is not listed or admitted to trade on a national
securities exchange, the last sales price for the stock on such date, as
furnished by the National Association of Securities Dealers, Inc. (NASD")
through the NASDAQ National Market Reporting System or a similar organization if
the NASD is no longer reporting such information; (iii) if the stock is not
listed or admitted to trade on a national securities exchange and is not
reported on the National Market Reporting System, the mean between the bid and
asked price for the stock on such date, as furnished by the NASD or a similar
organization; or (iv) if the stock is not listed or admitted to trade on a
national securities exchange, is not reported on the National Market Reporting
System and if bid and asked prices for the Stock are not furnished by the NASD
or a similar organization, the value as established by the Committee at such
time for purposes of this Plan.
2.15 "Grant Date" shall mean the date upon which the Committee took the
action granting an Option or such later date as the Committee designates as the
Grant Date at the time of the Option is granted.
2.16 "Incentive Stock Option" shall mean an Option which is designated as
an incentive stock option within the meaning of Section 422(b) of the Code, the
award of which contains such provisions as are necessary to comply with that
section.
2.17 "Nonqualified Stock Option" shall mean an Option that is designated
as a Nonqualified Stock Option and shall include any Option intended as an
Incentive Stock Option
3
<PAGE>
that fails to meet the applicable legal requirements thereof. Any Option granted
hereunder that is not designated as an Incentive Stock Option shall be deemed to
be designated a Nonqualified Stock Option under this Plan and not an incentive
stock option under the Code.
2.18 "Option" shall mean an option to purchase Common Stock under this
Plan. The Committee shall designate any Option granted to an Eligible Employee
as a Nonqualified Stock Option or an Incentive Stock Option.
2.19 "Option Agreement" shall mean any writing setting forth the terms of
an Option that has been authorized by the Committee.
2.20 "Option Period" shall mean the period beginning on the Grant Date and
ending on the expiration date of such Option.
2.21 "Participant" shall mean an Eligible Employee who has been granted an
Option under this Plan.
2.22 "Personal Representative" shall mean the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired on behalf
of the Participant, by legal proceeding or otherwise, the power to exercise the
rights or receive benefits under this Plan and who shall have become the legal
representative of the Participant.
2.23 "Plan" shall mean this 1995 Stock Option Plan.
2.24 "QDRO" shall mean a qualified domestic relations order as defined in
Section 414(p) of the Code or Title I, Section 206(d)(3) of ERISA (to the same
extent as if this Plan were subject thereto), or the applicable rules
thereunder.
2.25 "Retirement" shall mean retirement with the consent of the Company.
2.26 "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the Commission
pursuant to the Exchange Act.
2.27 "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.
2.28 "Subsidiary" shall mean any corporation or other entity a majority
of whose outstanding voting stock or voting power is beneficially owned directly
or indirectly by the Corporation.
4
<PAGE>
2.29 "Total Disability" shall mean a permanent and total disability
within the meaning of Section 22(e)(3) of the Code and such other disabilities,
infirmities, afflictions or conditions as the Committee by rule may include.
ARTICLE III
SHARES SUBJECT TO THE PLAN
3.1 SHARES SUBJECT TO THIS PLAN. Subject to the provisions of Section 3.2
herein, the capital stock that may be delivered under this Plan shall be shares
of the Corporation's authorized by unissued Common Stock and any shares of its
Common Stock held as treasury shares. The Company, during the term of the Plan,
shall at all times reserve and keep available sufficient shares to satisfy the
requirements of the Plans. The shares may be delivered for any lawful
consideration.
(a) NUMBER OF SHARES. The maximum number of shares of Common Stock
that may be issued under this Plan (upon exercise of Options) shall not exceed
four hundred and fifty thousand (450,000) shares, subject to adjustments
contemplated by Section 3.2 herein.
(b) CALCULATION OF AVAILABLE SHARES AND REPLENISHMENT. Shares
subject to outstanding Options that are derivative securities (as defined in
Rule 16a-1(c) under the Exchange Act) shall be reserved for issuance. If any
Option shall expire or be canceled or terminated without having been exercised
in full, the unpurchased Shares subject thereto shall again be available for the
purposes of the Plan, subject to any applicable limitations under Rule 16b-3. If
the Corporation withholds shares of Common Stock pursuant to Section 6.4 herein
the number of shares that would have been deliverable with respect to any Option
but that were withheld pursuant to the provisions of Section 6.4 may in effect
not be issued, but the aggregate number of shares issuable with respect to the
applicable Option and under the Plan shall be reduced by the number of shares
withheld and such shares shall not be available for additional Options under
this Plan.
3.2 ADJUSTMENTS; ACCELERATION
(a) ADJUSTMENTS. If there shall occur any recapitalization, stock
split (including a stock split in the form of a stock dividend), reverse stock
split, reorganization, merger, combination, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Common Stock or other securities of the
Corporation, or there shall occur any other like corporate transaction or event
in respect of the Common Stock, then the Committee shall, in such manner and to
such extent (if any) as it seems appropriate and equitable (1)
5
<PAGE>
proportionately adjust any or all of (a) the number and type of shares of Common
Stock (or other securities) which thereafter may be made the subject of Options
or other rights (including the specific maximum and numbers of shares set forth
elsewhere in this Plan), (b) the number, amount and type of shares of Common
Stock (or other securities or property) subject to any or all outstanding
Options, (c) the grant, purchase, or exercise price of any or all outstanding
Options, (d) the securities issuable upon exercise of any outstanding Options,
or (2) in the case of an extraordinary dividend or other distribution, merger,
reorganization, consolidation, combination, sale of assets, split-up, exchange,
or spin-off, make provision for a cash payment or for the substitution or
exchange of any or all outstanding Options, or the securities deliverable to the
holder of any or all outstanding Options based upon the distribution or
consideration payable to holders of the Common Stock of the Corporation upon or
in respect of such event; provided, however, in each case, that with respect to
Incentive Stock Options, no such adjustment shall be made which would cause the
Plan to violate Section 424(a) of the code or any successor provisions thereto.
(b) ACCELERATION OF OPTIONS UPON CHANGE IN CONTROL. As to any
Participant, unless prior to a Change in Control Event the Committee determines
that, upon its occurrence, there shall be no acceleration of benefits under
Options or determines that only certain or limited benefits under Options shall
be accelerated and the extent to which they shall be accelerated, and/or
established a different time in respect of such Event for such acceleration,
them upon the occurrence of a Change in Control Event each Option shall become
immediately exercisable. The Committee may override the limitations on
acceleration in this Section 3.2(b) by express provision in the Option Agreement
and may accord any Participant a right to refuse any acceleration, whether
pursuant to the Option Agreement or otherwise, in such circumstances as the
Committee may approve. Any acceleration of Options shall comply with applicable
regulatory requirements, including, without limitation, Section 422 of the Code.
(c) POSSIBLE EARLY TERMINATION OF ACCELERATED OPTIONS. If any Option to
acquire Common Stock under this Plan has been fully accelerated as permitted by
Section 3.2(b) but is not exercised prior to (i) a dissolution of the
Corporation, or (ii) a reorganization event described in Section 3.2(a) that the
Corporation does not survive, or (iii) the consummation of reorganization event
described in Section 3.2(a) that results in a Change of Control approved by the
Board, and no provision has been made for the survival, substitution, exchange
or other settlement of such Option, such Option shall thereupon terminate.
6
<PAGE>
ARTICLE IV
ELIGIBILITY
4.1 GENERAL RULE
Only Eligible Employees, as defined in 2.10, shall be eligible for
designation as Optionees by the Committee. In addition, only individuals who
are common law employees of the Company shall be eligible for the grant of
Incentive Stock Options.
ARTICLE V
TERMS AND CONDITIONS OF OPTIONS
5.1 OPTION GRANTS
(a) STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement signed by the Corporation and, if
required by the Committee, by the Participant. Such Option shall be subject to
all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the
Committee deems appropriate for inclusion in a Stock Option Agreement. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical.
(b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the
number of shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 3.2. The Stock Option
Agreement shall also specify whether the Option is an Incentive Stock Option or
Nonqualified Stock Option.
(c) EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price per share of the Common Stock covered by
each Option shall be determined by the Committee at the time the Option is
granted, but no case shall the Exercise Price be less that 100% of the Fair
Market Value of the Common Stock on the Grant Date.
(d) EXERCISABILITY. No Option shall be exercisable until at least six
months after the later of 1) the initial Grant Date or 2) shareholder approval
of the Plan under which the Option is issued, and once exercisable an Option
shall remain exercisable until the expiration or earlier termination of the
Option, unless the Committee otherwise provides.
7
<PAGE>
Subject to the preceding sentence, Options shall be exercisable at such times
and in such installments as the Committee shall provide in the terms of each
Stock Option Agreement, provided, however, that by a resolution adopted after an
Option is granted the Committee may, on such terms and conditions as it may
determine to be appropriate and subject to the last sentence of this Section,
accelerate the time at which such Option or any portion thereof may be
exercised. No portion of an Option which is unexercisable at Termination of
Employment shall thereafter become exercisable.
(e) TERM OF OPTIONS. Each Option and all executory rights or obligations
under the related Option Agreement shall expire on such date as shall be
determined by the Committee but not later than ten (10) years after the Grant
date.
(f) NO TRANSFERABILITY. Options granted under the Plan may be exercised
only by, and shares issuable pursuant to an Option shall be issued only to (or
registered only in the name of), the Participant or, if the Participant has
died, the Participant's Beneficiary or, if the Participant has suffered a
Disability, the Participant's Personal Representative, if any, or if there is
none, the Participant, or (to the extent permitted by applicable law and Rule
16b-3) to a third party pursuant to such conditions and procedures as the
Committee may establish. Other than by will or the laws of descent and
distribution or pursuant to QDRO or other exception to transfer restrictions
under Rule 16b-3 (except to the extent not permitted in the case of an Incentive
Stock Option), no right or benefit under this Plan or any Option, shall be
transferable by the Participant or shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge (other than to the Corporation) and any such attempted action shall be
void. The Corporation shall disregard any attempt at transfer, assignment or
other alienation prohibited by the preceding sentences and shall deliver such
shares of Common Stock in accordance with the provisions of this Plan. The
designation of a Beneficiary hereunder shall not constitute a transfer for these
purposes.
(g) LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS
(i) $100,000 Limit. To the extent that the aggregate "fair market value"
of stock with respect to which incentive stock options first become exercisable
by a Participant in any calendar year exceed $100,000, taking into account both
Common Stock subject to Incentive Stock Options under this Plan and stock
subject to incentive stock options under all other plans of the Company, such
options shall be treated as Nonqualified stock options. For this purpose, the
"fair market value" of the stock subject to options shall be determined as of
the date the options were granted. In reducing the number of options treated as
incentive stock options to meet the $100,000 limit, the most recently granted
options shall be reduced first. To the extent a reduction of simultaneously
granted options is necessary to meet the $1000,000 limit, the Committee may, in
the manner and to the extent permitted by law, designate which
8
<PAGE>
shares of Common Stock are to BE treated as shares acquired pursuant to the
exercise of an Incentive Stock Option.
(ii) Other Code Limits. There shall be imposed in any Option Agreement
relating to Incentive Stock Options such terms and conditions as from time to
time are required in order that the Option be an "Incentive Stock Option" as
that term is defined in Section 422 of the Code.
5.2 OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS
Subject to Section 3.1(a) and Section 7.2 herein and the specific
limitations on Options contained in this Plan, the Committee from time to time
may authorize, generally or in specific cases only, for the benefit of any
Eligible Employee, any adjustment in the exercise price, the number of shares
subject to or the term of, an Option granted under this Article by cancellation
of an outstanding Option and a subsequent regranting of an Option, by amendment,
by substitution of an outstanding Option, by waiver or by other legally valid
means. Such amendment or other action may result among other changes in an
exercise price which is higher or lower than the exercise or purchase price of
the original or prior Option, provide for a greater or lesser number of shares
subject to the Option, or provide for a longer or shorter vesting or exercise
period.
ARTICLE VI
EXERCISE PROCEDURES
6.1 PERSON ELIGIBLE TO EXERCISE. Only a Participant or a legal representative
thereof may exercise an option granted under this Plan.
6.2 PAYMENT PROVISIONS. The Exercise Price of an Option granted under this
Plan shall be paid in lawful money of the United States in full at the time of
each purchase in one or a combination of the following methods: (i) in cash or
by electronic funds transfer; (ii) by check payable to the order of the
Corporation; (iii) if authorized by the Committee or specified in the applicable
Option Agreement, by a promissory note of the Participant consistent with the
requirements of Section 6.3; (iv) by notice and third party payment in such
manner as may be authorized by the Committee; or (v) by the delivery of shares
of Common Stock of the Corporation already owned by the Participant, provided,
however, that the Committee may in its absolute discretion limit the
Participant's ability to exercise an Option by delivering such shares. Shares
of Common Stock used to satisfy the exercise price of an Option shall be valued
at their Fair Market Value on the date of exercise.
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6.3 ACCEPTANCE OF NOTES TO FINANCE EXERCISE
The Corporation may, with the Committee's approval, accept one or more
notes from any Eligible Employee in connection with the exercise or receipt of
any outstanding Option, provided that any such note shall be subject to the
following terms and conditions:
(a) The principal of the note shall not exceed the amount required to be
paid to the Corporation upon the exercise or receipt of one or more Options
under the Plan and the note shall be delivered directly to the Corporation in
consideration of such exercise or receipt.
(b) The initial term of the note shall be determined by the Committee;
provided that the term of the note, including extensions, shall not exceed a
period of five years.
(c) The note shall provide for full recourse to the Employee Participant
and shall bear interest at a rate determined by the Committee but not less than
the applicable imputed interest rate specified by the Code.
(d) If the employment of the Participant terminates, the unpaid principal
balance of the note shall become due and payable on the 10th business day after
such termination; provided, however, that if a sale of such shares would cause
such Participant to incur liability under Section 16(b) of the Exchange Act, the
unpaid balance shall become due and payable on the 10th business day after the
first day on which a sale of such shares could have been made without incurring
such liability assuming for these purposes that there are no other transactions
by the Participant subsequent to such termination.
(e) If required by the Committee or by applicable law, the note shall be
secured by the shares financed thereby in compliance with applicable law.
(f) The terms, repayment provisions, and collateral release provisions of
the note and the pledge securing the note shall conform with applicable rules
and regulations of the Federal Reserve Board as then in effect.
6.4 TAX WITHHOLDING
(a) Cash or Shares. Upon any exercise or vesting of any Option or upon
the disposition of shares of Common Stock acquired pursuant to the exercise of
an Incentive Stock Option prior to satisfaction of the holding period
requirements of Section 422 of the Code, the Company shall have the right at its
option to (i) require the Participant (or Personal Representative or
Beneficiary, as the case may be) to pay or provide for payment of the amount of
any taxes which the Company may be required to withhold with respect to such
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transaction or (ii) deduct from any amount payable in cash the amount of any
taxed which the Company may be required to withhold with respect to such cash
amount. In any case where a tax is required to be withheld in connection with
the delivery of shares of Common Stock under this Plan, the Committee may grant
(either at the time the Option is granted or thereafter) to the Participant the
right to elect, pursuant to such rules and subject to such conditions as the
Committee may establish, to have the Company reduce the number of shares to be
delivered by (or otherwise reacquire) the appropriate number of shares valued at
their then Fair Market Value, to satisfy such withholding obligation.
(b) Tax Loans. The Committee may, in its discretion, authorize a loan to
an Eligible Employee in the amount of any taxes which the Company may be
required to withhold with respect to shares of Common Stock received (or
disposed of, as the case may be) pursuant to a transaction described in
subsection (a) above. Such a loan shall be for a term, at a rate of interest
and pursuant to such other terms and conditions as the Committee, under
applicable law, may establish and such loan need not comply with the provisions
of Section 6.3.
6.5 CONDITIONS TO EXERCISE AND ISSUANCE OF CERTIFICATES
The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option, or
portion thereof, prior to the fulfillment of all of the following conditions:
(a) Notwithstanding any contrary provisions of this Plan, any Option
granted under the Plan may not be exercised by any Eligible Employee unless the
shares to be acquired by the Eligible Employee pursuant to the Plan have been
registered under the Securities Act and any other applicable securities laws of
any state, or the Corporation receives an opinion of counsel (which may be
counsel for the Company) reasonably acceptable to the Company stating that the
exercise of the Option and the issuance of shares pursuant to the exercise is
exempt from such registration requirements. The Eligible Employee shall
represent that unless and until the shares have been registered under the
Securities Act and applicable state securities laws: (1) the Eligible Employee
will be acquiring the shares upon exercise for investment purposes only and
without the intent of making any sale or disposition thereof, (2) the Eligible
Employee has been advised and understands that the shares underlying the Options
have not been registered for sale pursuant to federal and state securities laws
and are "restricted securities" under such laws, and (3) the Eligible Employee
acknowledges that the shares will be subject to stop transfer instructions and
bear a legend in substantially the following form in addition to any other
legend set forth in the Plan:
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED IN THE ABSENCE OF REGISTRATION
OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. NO OFFER, SALE
OR TRANSFER MAY TAKE PLACE WITHOUT PRIOR WRITTEN APPROVAL OF THE COMPANY
BEING AFFIXED HERETO. IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
SUCH APPROVAL SHALL BE GRANTED ONLY IF THE COMPANY HAS RECEIVED AN OPINION
OF SHAREHOLDER'S COUNSEL, AT SHAREHOLDER'S EXPENSE, SATISFACTORY TO THE
COMPANY, TO THE EFFECT THAT SUCH SHARES MAY BE LAWFULLY TRANSFERRED
PURSUANT TO AN EXEMPTION FROM REGISTRATION.
(b) The payment to the Company of all amounts which it is required to
withhold under federal, state or local law in connection with the exercise of
the Option; and
(c) The lapse of such reasonable time following the exercise of the Option
as the Committee may establish from time to time for reasons of administrative
convenience.
6.6 FRACTIONAL SHARES MINIMUM ISSUE. Fractional share interests shall be
disregarded, but may be accumulated. The Committee, however, may determine in
the case of Eligible Employees that cash, other securities or other property
will be paid or transferred in lieu of any fractional share interests. No fewer
than 100 shares may be purchased on exercise of any Option at one time unless
the number purchased is the total number at the time available for purchase
under the Option.
ARTICLE VII
ADMINISTRATION
7.1 ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE
(a) COMMITTEE. This Plan shall be administered by, and all Stock or
Options to Eligible Employees shall be authorized by, the Committee. The
Committee shall consist of two or more members of the Board of Directors. The
members of the Committee shall be appointed by the Board of Directors. If no
Committee has been appointed, the entire Board of Directors shall constitute the
committee.
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(b) COMMITTEE PROCEDURE. The Board of Directors shall designate one of the
members of the Committee as Chair. The Committee may hold meetings at such
times and places as it shall determine. Action of the Committee with respect to
the administration of this Plan shall be taken pursuant to a majority vote at
meetings at which a quorum exists, or by written consent of all committee
members.
(c) PLAN OPTIONS; INTERPRETATION; POWERS OF COMMITTEE. Subject to the
express provisions of this Plan, the Committee shall have the authority to:
(i) determine from among those persons eligible, the particular
Eligible Employees who will be awarded or offered Shares and who will
receive any Options;
(ii) determine the number of Options granted to Eligible Employees,
determine the price at which the Options may be exercised and the amount of
securities to be subject to such Options, and determine the other specific
terms and conditions of such Options consistent with the express limits of
this Plan, and establish the installments (if any) in which such Options
shall become exercisable, or determine that no delayed exercisability is
required, and establish the events of termination of such Options;
(iii) approve the forms of Option Agreements (which need not be
identical either as to type of option or as among Participants);
(iv) construe and interpret this Plan and any agreements defining the
rights and obligations of the Company and employee Participants under
this Plan, further define the terms used in this Plan, and prescribe,
amend and rescind rules and regulations relating to the administration
of this Plan;
(v) cancel, modify, or waive the Company's rights with respect to, or
modify, discontinue, suspend, or terminate any or all outstanding Options
held by Eligible Employees, subject to any required consent under Section
7.2;
(vi) accelerate or extend the exercisability or extend the term of any
or all such outstanding Options within the maximum ten-year term of Options
under Section 5.1(e); and
(vii) make all other determinations and take such other action as
contemplated by this Plan or as may be necessary or advisable for the
administration of this Plan and the effectuation of its purposes.
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(d) BINDING DETERMINATIONS. Any action taken by, or inaction of, the
Corporation, any Subsidiary, the Board or the Committee relating or pursuant to
this Plan shall be within the absolute discretion of that entity or body and
shall be conclusive and binding upon all persons. No member of the Board or
Committee, or officer of the Corporation or any Subsidiary, shall be liable for
any such action or inaction of the entity or body, of another person, or except
in circumstances involving bad faith, of himself or herself. Subject only to
compliance with the express provisions hereof, the Board and Committee may act
in their absolute discretion in matters within their authority related to the
Plan.
(e) RELIANCE ON EXPERTS. In making any determination or in taking or not
taking any action under this Plan, the Committee or the Board, as the case may
be, may obtain and may rely upon the advice of experts, including professional
advisors to the Corporation. No director, officer or agent of the Company shall
be liable for any such action or determination taken or made or omitted in good
faith.
(f) DELEGATION. The Committee may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of the Company.
7.2 PLAN AMENDMENT, TERMINATION AND SUSPENSION
(a) Board Authorization. The Board may, at any time, terminate or, from
time to time, amend, modify or suspend this Plan, in whole or in part. No
Options may be granted during any suspension of this Plan or after termination
of this Plan, but the Committee shall retain jurisdiction as to Options then
outstanding in accordance with the terms of this Plan.
(b) Shareholder Approval. If any amendment would (i) materially increase
the benefits accruing to Participants under this Plan, (ii) materially increase
the aggregate number of securities that may be issued under this Plan, or (iii)
materially modify the requirements as to eligibility for participation in this
Plan, then to the extent then required by Rule 16b-3 to secure benefits
thereunder or to avoid liability under Section 16 of the Exchange Act (and Rules
thereunder) or required under Section 425 of the Code or any other applicable
law, or deemed necessary or advisable by the Board, such amendment shall be
subject to shareholder approval.
(c) Amendments to Options. Without limiting any other express authority
of the Committee under but subject to the express limits of this Plan, the
Committee by agreement or resolution may waive conditions of or limitation on
Options to Eligible Employees that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Options that do not affect in any manner
materially adverse to the Employee Participant, his or her rights and benefits
under and Option.
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(d) Limitations on Amendment to Plan and Options. No amendment,
suspension or termination of the Plan or change affecting any outstanding Option
shall, without written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits of the Participant
or obligations of the Corporation under any Option granted under this Plan prior
to the effective date of such change. Changes contemplated by Section 3.2 shall
not be deemed to constitute changes or amendments for purposes of this Section.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 EFFECTIVE DATE OF THE PLAN. The effective date of the Plan shall be
October 30, 1995 if this Plan is submitted to the Company's shareholders for
approval within 12 months after the date of the board's initial adoption of the
Plan. Incentive Stock Options may be granted prior to such shareholder
approval; provided, however, that such Incentive Stock Options shall not be
exercisable prior to the time when the Plan is approved by the shareholders;
provided further, that if such approval has not been obtained at the end of the
12 month period, all Incentive Stock Options previously granted under the Plan
shall thereupon be cancelled and become void.
8.2 TERM OF THE PLAN. No Option or other right shall be granted more than
ten years after the effective date of this Plan (the "termination date").
Unless otherwise expressly provided in this Plan or in an applicable Stock or
Option Agreement, any Option or other right theretofore granted may extend
beyond such date, and all authority of the Committee with respect to Options or
other rights hereunder shall continue during any suspension of this Plan and in
respect of outstanding Options or other rights on such termination date.
8.3 PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise expressly authorized
by the Committee or this Plan, a Participant shall not be entitled to any
privileges of stock ownership as to any shares of Common Stock not actually
delivered to and held of record by him or her. No adjustment will be made for
dividends or other rights as a shareholder for which a record date is prior to
such date of delivery.
8.4 EMPLOYMENT STATUS. Status as an Eligible Employee shall not be construed
as a commitment that any Option or other right will be granted under this Plan
to an Eligible Employee or to Eligible Employees generally.
8.5 NO EMPLOYMENT CONTRACT. Nothing contained in this Plan (or in any other
documents related to this Plan) shall confer upon any Eligible Employee or other
Participant
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any right to continue in the employ or other service of the Company or
constitute any contract or agreement of employment or other service, nor shall
interfere in any way with the right of the Company to change such person's
compensation or other benefits or to terminate the employment of such person,
with or without cause, but nothing contained in this Plan or any document
related hereto shall adversely affect any independent contractual right of such
person without his or her consent thereto.
8.6 PLAN NOT FUNDED. No Participant, Beneficiary or other person shall have
any right, title or interest in any fund or in any specific asset (including
shares of Common Stock, except as expressly otherwise provided) of the Company
by reason of any provision hereunder. Neither the provisions of this Plan (or
of any related documents), nor the creation or adoption of this Plan, nor any
action taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company and any Participant, Beneficiary or other person.
8.7 FINANCIAL REPORTS. To the extent required by applicable laws or
regulations, the Company each year shall furnish the Optionees and Offerees its
financial statements, unless such Optionees or Offerees are key employees whose
duties with the Company assure them access to equivalent information. Such
financial statements need not be audited, unless otherwise required.
8.8 EFFECT OF TERMINATION OF EMPLOYMENT. The Committee shall establish in
respect of each option granted to an Eligible Employee the effect of a
termination of employment on the rights and benefit thereunder and in so doing
may make distinctions based upon the cause of termination.
8.9 COMPLIANCE WITH LAWS. This Plan, the granting and vesting of Options
under this Plan and the issuance and delivery of shares of Common Stock under
this Plan or under Options granted hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations (including, but not
limited to, state and federal securities laws and federal margin requirements)
and to such approvals by any listing, regulatory or governmental authority as
may, in the opinion of counsel for the corporation, be necessary or advisable in
connection therewith. Any securities delivered under this Plan shall be subject
to such restrictions, and the person acquiring such securities shall, if
requested by the Corporation may deem necessary or desirable to assure
compliance with all applicable legal requirements.
8.10 GOVERNING LAW. This Plan, the Options, all documents evidencing Options
and all other related documents shall be governed by, and construed in
accordance with the laws of the State of California.
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8.11 SEVERABILITY. If any provision shall be held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions of this
Plan shall continue in effect.
8.12 PLAN CONSTRUCTION. It is the intent of the Corporation that this Plan
and Options hereunder satisfy and be interpreted in a manner that, in the case
of Participants who are or may be subject to Section 16 of the Exchange Act,
satisfy the applicable requirements of Rule 16b-3 so that such persons will be
entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16
of the Exchange Act and will not be subjected to avoidable liability thereunder.
If any provision of this Plan or of any Option would otherwise frustrate or
conflict with the intent expressed above, that provision to the extent possible
shall be interpreted and deemed amended so as to avoid such conflict, but to the
extent of any remaining irreconcilable conflict with such intent as to such
persons in the circumstances, such provision shall be deemed void.
8.13 CAPTIONS. Captions and headings are given to the sections and
subsections of this Plan solely as convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.
8.14 EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan and any
Option or other right hereunder, if any entity ceases to be a Subsidiary a
termination of employment shall be deemed to have occurred with respect to each
employee of such Subsidiary who does not continue as an employee of another
entity within the Company.
8.15 OTHER PLANS. Nothing in this Plan shall limit or be deemed to limit the
authority of the Board or the Committee to grant options or authorize any other
compensation, with or without reference to the Common Stock, under any other
plan or authority.
* * * * *
I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of the Company on October 30, 1995.
Executed this _____ day of ________________, 1995
-------------------------------------
Otto Lacayo, Secretary
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EXHIBIT 5.1
[LETTERHEAD OF JEFFERS, WILSON & SHAFF, LLP]
October 10, 1996
Cypress Financial Services, Inc.
5400 Orange Avenue, Suite 200
Cypress, California 90630
Attention: Farrest Hayden
Re: Issuance of Shares Pursuant to S-8 Registration Statement
---------------------------------------------------------
Dear Mr. Hayden:
This letter relates to the issuance of up to 450,000 shares of Common Stock
(the "Shares") of Cypress Financial Services, Inc., a Nevada corporation (the
"Company") registered pursuant to that Registration Statement on Form S-8, filed
with the Securities and Exchange Commission (the "SEC") on October 10, 1996 (the
"Registration Statement"). You have requested that we deliver to you an opinion
as to whether the Shares will have been duly authorized, validly issued, and,
when issued, will be fully paid and nonassessable shares of Common Stock of the
Company. We have also examined the Articles of Incorporation, as amended, and
such other corporate records, including the resolutions of the Company's Board
of Directors, and such other documents as we have deemed necessary in order to
express the opinion set forth below. In our examination we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity of all originals of all documents submitted
to us as copies. As to questions of fact material to such opinion, we have
relied upon statements and representations of the Company.
Our opinion is based on existing law which is subject to change either
prospectively or retroactively. Relevant laws could change in a manner that
could adversely affect the Company or its stockholders. We have no obligation
to inform the Company of any such change in the law. We have not been requested
to opine, and we have not opined, as to any issues other than those expressly
set forth herein. This opinion extends only to questions relating to the
validity of the Shares offered and sold under the Registration Statement. We
express no opinion with respect to any other issue.
We are admitted to practice law in the State of California and our opinion
is limited to federal law and the corporate laws of the State of Nevada that
affect such opinion. We express no opinion with respect to any other law or the
laws of any other jurisdiction.
<PAGE>
Cypress Financial Services, Inc.
Page 2
Assuming the Shares are issued and paid for in accordance with the terms of
the offering described in the Registrations Statement, including documents
incorporated by reference thereto, and when certificates representing such
Shares have been issued to the purchasers, based on the foregoing, we are of the
opinion that the Shares will have been duly authorized, validly issued, and will
be fully paid and nonassessable shares of Common Stock of the Company.
For purposes of rendering this opinion we have made such legal and factual
inquiries as we have deemed necessary under the circumstances. Although we have
not independently verified all of the facts relied upon for purposes hereof,
nothing has come to our attention that has lead us to believe that the facts are
other than as stated herein or that there exist other material facts not
considered.
Our Opinion contained herein is solely for the benefit of the Company and
may be relied upon by the Company only in connection with the Registration
Statement. In this regard, we hereby consent to the filing of this opinion,
including this consent, as an exhibit to the Registration Statement.
Very truly yours,
JEFFERS, WILSON & SHAFF, LLP
By: /s/ MICHAEL B. JEFFERS, ESQ.
-----------------------------
Michael B. Jeffers, Esq.
A Professional Law Corporation
<PAGE>
[LETTERHEAD OF CORBIN & WERTZ]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cypress Financial Services, Inc. (the "Company") on Form S-8 of our report, dual
dated January 5, 1996 and July 24, 1996, accompanying the consolidated financial
statements of the Company appearing in its 1995 Annual Report on Form 10-KSB as
of September 30, 1995, and for the nine months ended September 30, 1995 and the
year ended December 31, 1994.
/s/ CORBIN & WERTZ
------------------
Irvine, California
October 9, 1996
