<PAGE>
As filed with the Securities and Exchange Commission on June 2, 1997
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 84-1061382
(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)
1997 STOCK COMPENSATION 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:
MICHAEL B. JEFFERS, ESQ.
JEFFERS, WILSON, SHAFF & FALK, LLP
18881 VON KARMAN AVENUE, SUITE 1400
IRVINE, CA 92612
(714) 660-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per share aggregate offering price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value, $.001 per share 100,000 shares $1.37 $137,000(1) $41.51
- --------------------------------------------------------------------------------------------------------------------------------
</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, 1996, filed on December 27, 1996;
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1996 filed February 7, 1997;
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997 filed May 7, 1997;
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.
<PAGE>
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 & Falk, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
<PAGE>
(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 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
<PAGE>
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.
<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 May 30, 1997
CYPRESS FINANCIAL SERVICES, INC.
Date: May 30, 1997 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 May 30, 1997
- ---------------------------- Chief Executive Officer
Farrest Hayden and President
/s/ Otto J. Lacayo Director, Chief Financial May 30, 1997
- ---------------------------- Officer and Vice
Otto J. Lacayo President (Principal
Accounting Officer)
/s/ Daniel Najor Director May 30, 1997
- ----------------------------
Daniel Najor
/s/ Graham E. Gill Director May 30, 1997
- ----------------------------
Graham E. Gill
/s/Henry N. Huta Director May 30, 1997
- ----------------------------
Henry N. Huta
</TABLE>
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Number page
- ------ ----------- ------------
<C> <S> <C>
4.2 1997 Stock Compensation Plan
5.1 Opinion of Jeffers, Wilson, Shaff & Falk, LLP
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>
<PAGE>
EXHIBIT 4.2
CYPRESS FINANCIAL SERVICES, INC.
1997 STOCK COMPENSATION PLAN
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
1. PURPOSE........................................................................ 1
2. DEFINITIONS.................................................................... 1
3. EFFECTIVE DATE................................................................. 3
4. ADMINISTRATION................................................................. 3
5. PARTICIPATION.................................................................. 4
6. STOCK SUBJECT TO THE PLAN...................................................... 4
7. PERFORMANCE AWARDS............................................................. 4
8. STOCK PAYMENTS................................................................. 5
9. RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES................................... 5
a. Employee Status........................................................ 5
b. No Employment Contract................................................. 5
c. Plan Not Funded........................................................ 5
d. Adjustment Upon Recapitalizations and Corporate Changes................ 5
e. Rights as a Stockholder................................................ 6
f. Deferral of Payments................................................... 6
g. Acceleration of Awards................................................. 6
10. MISCELLANEOUS.................................................................. 6
a. Termination, Suspension and Amendment.................................. 6
b. No Fractional Shares................................................... 7
c. Tax Withholding and Tax Bonuses........................................ 7
d. Compliance with Laws................................................... 8
e. Governing Laws......................................................... 8
f. Securities Law Requirements............................................ 8
g. Execution.............................................................. 10
</TABLE>
<PAGE>
CYPRESS FINANCIAL SERVICES, INC.
1997 STOCK COMPENSATION PLAN
1. PURPOSE.
-------
The Plan is intended to provide incentive to key employees, officers and
directors of, and key consultants, vendors, customers, and others who provide
significant services to the Corporation, to encourage proprietary interest in
the Corporation, to encourage such key employees to remain in the employ of the
Corporation and its Subsidiaries, to attract new employees with outstanding
qualifications, and to afford additional incentive to consultants, vendors,
customers, and others to increase their efforts in providing significant
services to the Corporation.
2. DEFINITIONS.
-----------
a. "Award" shall mean a Performance Award or a Stock Payment granted
pursuant to the Plan.
b. "Board" shall mean the Board of Directors of the Corporation.
c. "Code" shall mean the Internal Revenue Code of 1986, as amended.
d. "Committee" shall mean the committee, if any, appointed by the Board
in accordance with Section 4 of the Plan; provided, however, that the Committee
shall be reconstituted to include only Non-Employee Directors if any Award is to
be made to a Director or Officer.
e. "Common Stock" shall mean the Common Stock, par value $0.001 per share
par value, of the Corporation.
f. "Corporation" shall mean Cypress Financial Services, Inc., a Nevada
corporation.
g. "Eligible Person" shall mean any of the following:
i an individual who is employed (within the meaning of the Code
Section 3401 and the regulations thereunder) by the Corporation;
ii a service provider, consultant, customer or vendor to the
Corporation; and
iii a non-employee director of the Corporation who is not a member of
the Committee
1
<PAGE>
h. "Event" shall mean any of the following:
i. Any person or entity (or group of affiliated persons or entities)
acquired in one or more transactions, whether before or after the
effective date of the Plan, ownership of more than 50 percent of the
outstanding shares of stock entitled to vote in the election of
directors of the Corporation;
ii. The dissolution or liquidation of the Corporation or a
reorganization, merger or consolidation of the Corporation with one or
more entities, as a result of which the Corporation is not the
surviving entity, or a sale of all or substantially all of the assets
of the Corporation as an entirety to another entity; or
iii For purposes of this definition, ownership does not include
ownership (1) by a person owning such shares merely of record (such as
a member of a securities exchange, a nominee or a securities
depositary system), (2) by a person as a bona fide pledgee of shares
prior to a default and determination to exercise powers as an owner of
the shares, (3) by a person who is not required to file statements on
Schedule 13D by virtue of Rule 13d-1(b) of the Securities and Exchange
Commission under the Exchange Act, or (4) by a person who owns or
holds shares as an underwriter acquired in connection with an
underwritten offering pending and for purposes of resale.
i. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
j. "Fair Market Value" shall mean the value of one (1) Share of Common
Stock, determined as follows:
i. If the Shares are traded on an exchange, the price at which
Shares traded at the close of business on the date of valuation;
ii. If the Shares are traded over-the-counter on the NASDAQ System,
the closing price of one is available, or the mean between the bid and
asked prices on said System at the close of business on the date of
valuation; and
iii If neither (i) or (ii) applies, the fair market value as
determined by the Board or the Committee in good faith. Such
determination shall be conclusive and binding on all persons.
k. "Non-Employee Director" shall have the meaning ascribed to that term
in Rule 16b-3(b)(3). (17 C.F.R. (S) 240.16b-3(b)(3).)
l. "Performance Award" shall have the meaning ascribed to such term in
Article 7.
2
<PAGE>
m. "Plan" shall mean the Cypress Financial Services, Inc. 1997 Stock
Compensation Plan, as it may be amended from time to time.
n. "Share" shall mean one (1) share of Common Stock, adjusted in
accordance with Section 9(d) of the Plan (if applicable).
o. "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.
p. "Stock Payment" shall mean a payment in the form of Shares made in
lieu of or in addition to all or any portion of compensation.
3. EFFECTIVE DATE.
--------------
The Plan was adopted by the Board on May 22, 1997. The effective date of
the Plan shall be May 22, 1997. Initially, 100,000 Shares of common stock have
been reserved for issuance under the Plan.
4. ADMINISTRATION.
--------------
a. The Plan shall be administered by the Board in compliance with Rule
16b-3 of the Exchange Act ("Rule 16b-3), or by the Committee appointed by the
Board, which Committee shall be constituted to permit the Plan to comply with
Rule 16b-3, and which shall consist of not less than two (2) members.
b. The Board shall appoint one of the members of the Committee, if there
be one, as Chairman of the Committee.
c. If a Committee has been appointed, the Committee shall hold meetings
at such times and places as it may determine. Acts of a majority of the
Committee at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.
d. The Board, or the Committee if there be one, shall from time to time
at its discretion select the Eligible Persons who are to be granted Awards and
determine the number of Shares to be applicable to such Award.
e. The interpretation and construction by the Board, or by the Committee
if there be one, of any provision of the Plan or of any Award granted thereunder
shall be final.
f. No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
granted thereunder.
3
<PAGE>
g. In addition to any right of indemnification provided by the Articles
of Incorporation or Bylaws of the Corporation, such person shall be indemnified
and held harmless by the Corporation from any loss, cost, liability or expense
that may be imposed upon or reasonably incurred by him in connection with any
claim, suit, action or proceeding to which he may be a party by reason of any
action or omission under the Plan.
h. In the case of an award to an Eligible Person who is not an employee
of the Corporation, a majority of the Committee shall determine that the value
of the services to be rendered to the Corporation by such non-employee director
or service provider is at least equal to the value of the Award granted.
5. PARTICIPATION.
-------------
The Awards may be granted to such Eligible Persons as the Board or the
Committee may select.
6. STOCK SUBJECT TO THE PLAN.
-------------------------
a. The stock subject to Award granted under the Plan shall be Shares of
the Corporation's authorized but unissued or reacquired Common Stock. The
aggregate number of Shares which may be issued as Awards under the Plan shall
not exceed the number of Shares reserved under the Plan.
b. Any Shares withheld by the Corporation pursuant to Section 10(c) shall
not be deemed to be issued. The number of withheld Shares shall be deducted from
the applicable Award and shall not entitle the Participant to receive additional
Shares.
c. The limitations established by this Article 6 shall be subject to
adjustment in the manner provided in Section 9(d) hereof upon the occurrence of
an event specified therein.
7. PERFORMANCE AWARDS.
------------------
One or more Performance Awards may be granted to any Eligible Person
providing services to or for the Corporation. The value of such Awards may be
linked to the market value, book value or other measure of the value of the
Common Stock or other specific performance criteria determined appropriate by
the Board or the Committee, in each case on a specified date or over any period
determined by the Board or the Committee, or may be based upon the appreciation
in the market value, book value or other measure of the value of a specified
number of shares of Common stock over a fixed period determined by the Board or
the Committee. In making such determinations, the Board or the Committee shall
consider (among such other factors as it deems relevant in light of the specific
type of award) the contributions, responsibilities and other compensation of the
Award recipient.
4
<PAGE>
8. STOCK PAYMENTS.
--------------
The Board or the Committee may approve Stock Payments to Eligible Persons
who elect to receive such payments in the manner determined from time to time by
the Board or the Committee. The number of shares shall be determined by the
Board or the Committee and may be based upon the Fair Market Value, book value
or other measure of the value of such shares on the Award Date or on any date
thereafter.
9. RIGHTS OF ELIGIBLE PERSONS AND BENEFICIARIES.
--------------------------------------------
a. Employee Status. Status as an Eligible Employee shall not be
---------------
construed as a commitment that any Award will be made under the Plan to an
Eligible Employee or to Eligible Employees generally.
b. No Employment Contract. Nothing contained in the Plan (or in the
----------------------
Award Agreements or in any other documents related to the Plan or to Awards)
shall confer upon any Eligible Person any right to join or continue in the
employ of the Corporation or constitute any contract or agreement of employment,
or interfere in any way with the right of the Corporation to reduce such
person's compensation or to terminate the employment or other contract or
arrangement of such Eligible Person, with or without cause, but nothing
contained in the plan or any document related thereto shall affect any other
contractual right of any Eligible Person. Nothing contained in the Plan (or in
the Award Agreements or in any other documents related to the Plan or the
Awards) shall confer upon any director of the Corporation any right to continue
as a director of the Corporation.
c. Plan Not Funded. No Eligible Person or other person shall have any
---------------
right, title or interest in any fund or in any specific asset (including shares
of Common Stock) of the Corporation by reason of any Award granted hereunder.
There shall be no funding of any benefits which may become payable hereunder.
Neither the provisions of the Plan (or of any documents related hereto), nor the
creation or adoption of the Plan, nor any action taken pursuant to the
provisions of the Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Corporation and any Eligible
Person. To the extent that an Eligible Person acquires a right to receive an
Award hereunder, such recipient shall have no greater rights than the right of
any unsecured general creditor of the Corporation. Awards payable under the
Plan shall be paid in shares of Common Stock and no special or separate fund or
deposit shall be established and no segregation of shares shall be made to
assure payment of such Awards.
d. Adjustment Upon Recapitalizations and Corporate Changes. If the
-------------------------------------------------------
outstanding shares of Common Stock are changed into or exchanged for cash or a
different number or kind of shares or securities of the Corporation, or if the
outstanding shares of the Common Stock are increased, decreased, exchanged for,
or otherwise changed, or if additional shares or new or different shares or
securities are distributed with respect to the outstanding shares of the Common
Stock, through a reorganization or merger in which the Corporation is the
surviving entity or
5
<PAGE>
through a combination, consolidation, recapitalization, reclassification, stock
split, stock dividend, reverse stock split, stock consolidation or other capital
change or adjustment, an appropriate adjustment shall be made in the number and
kind of shares of other consideration that is subject to or may be delivered
under the Plan and pursuant to outstanding Awards that have been announced but
not yet delivered to the recipient Eligible Person pursuant to section 9(f).
e. Rights as a Stockholder. A Eligible Person, or a transferee of an
-----------------------
Eligible Person, shall have no rights as a stockholder with respect to any
Shares covered by his or her Award until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 9(d) hereof.
f. Deferral of Payments. The Board or the Committee may approve the
--------------------
deferral of any payments that may become due under the Plan. Such deferrals
shall be subject to any conditions, restrictions or requirements as the Board or
the Committee may determine.
g. Acceleration of Awards. Immediately prior to the occurrence of an
----------------------
Event, each Award outstanding under the Plan shall be fully vested or
exercisable, unless, prior to the Event, the Board or the Committee otherwise
determines that there shall be no such acceleration or vesting of an Award or
otherwise determines those Awards which shall be accelerated or vested and to
the extent to which they shall be accelerated or vested, or that an Award shall
terminate, or unless in connection with such Event the Board provides (i) for
the assumption of such Awards theretofore granted, or (ii) for the substitution
for such Award of new awards covering securities or obligations (or any
combination thereof) of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to number and kind of shares and
prices, or (iii) for the payment of the fair market value of the then
outstanding Awards. In addition, the Board or the Committee may grant such
additional rights in the foregoing circumstances as the Board or the Committee
deems to be in the best interest of the recipient and the Corporation in order
to preserve for the recipient the benefits of an Award. For purposes of this
Section 9(g) only, Board shall mean the Board of Directors of the Corporation as
constituted immediately prior to the Event. In addition, the Board may in its
sole discretion accelerate vesting of any or all Awards outstanding under the
Plan in circumstances under which the Board or the Committee determines such
acceleration appropriate.
10. MISCELLANEOUS.
-------------
a. Termination, Suspension and Amendment. The Board may, at any time,
-------------------------------------
suspend, amend, modify or terminate the Plan (or any part thereof) and may, with
the consent of an Award recipient, authorize such modifications of the terms and
conditions of such recipient's Award as it shall deem advisable.
i. No Awards under the Plan may be granted or amended during any
suspension of the Plan or after its termination. The amendment,
suspension or termination of the
6
<PAGE>
Plan shall not, without the consent of the Award recipient, alter or impair any
rights or obligations pertaining to any Awards granted under the Plan prior to
such amendment, suspension or termination.
ii. Neither adoption of the Plan nor the provisions hereof shall limit
the authority of the Board to adopt other plans or to authorize other
payments of compensation and benefits under applicable law.
b. No Fractional Shares. No Award or installment thereof shall be
--------------------
exercisable except in respect of whole shares, and fractional share interests
shall be disregarded.
c. Tax Withholding and Tax Bonuses.
-------------------------------
i. Federal, state or local taxes that are subject to the withholding
of tax at the source shall be withheld by the Corporation so required
by applicable law.
ii. The Corporation is entitled to require deduction from other
compensation, if any, payable to each Eligible Person or, in the
alternative:
(1) The Corporation may require the Participant to advance such
sums; or
(2) If a Participant elects, the Corporation may withhold (or
require the return of) Shares having the Fair Market Value equal to the sums
required to be withheld. If the Participant elects to advance such sums
directly, written notice of that election shall be delivered prior to the Award
and whether pursuant to such election or pursuant to a requirement imposed by
the Corporation, payment in cash or by check of such sums for taxes shall be
delivered within 10 days after the Award date.
iii If the Participant elects to have the Corporation withhold Shares
(or be entitled to the return of Shares) having a Fair Market Value
equal to the sums required to be withheld, the value of the Shares to
be withheld (or returned) will be equal to the Fair market Value on
the date the amount of tax to be withheld (or subject to return) is to
be determined. Elections by Eligible Persons to have Shares withheld
(or subject to return) for this purpose will be subject to the
following restrictions:
(1) the election must be made prior to the Tax Date;
(2) the election must be irrevocable;
(3) the election will be subject to the Board's disapproval; and
7
<PAGE>
(4) if the Participant is an "officer" within the meaning of Section
16 of the Exchange Act, the election shall be subject to such additional
restrictions as the Board or the Committee may impose in an effort to secure the
benefits of any regulations thereunder.
iv. The Corporation shall not be obligated to issue shares to the
Participant upon any Award exercise until such payment has been
received or Shares have been withheld, unless withholding (or offset
against a cash payment) as of or prior to the exercise date is
sufficient to cover all such sums due or which may be due with respect
to such exercise.
d. Compliance with Laws.
--------------------
v. The granting of Awards under the Plan is subject to such
additional requirements as the Board or the Committee may impose to
assure or facilitate compliance with all applicable federal and state
laws, rules and regulations (including, without limitation, securities
laws and margin requirements) and to such approvals by any regulatory
or governmental agency which may be necessary or advisable in
connection therewith.
vi. In connection with the administration of the Plan or the grant of
any Award, the Board or the Committee may impose such further
limitations or conditions as in its opinion may be required or
advisable to satisfy, or secure the benefits of, applicable regulatory
requirements (including those rules that facilitate exemption from or
compliance with the Securities Act or the Exchange Act), the
requirements of any stock exchange upon which such shares or shares of
the same class are then listed, and any blue sky or other securities
laws applicable to such shares.
e. Governing Laws. The Plan and all Awards granted under the Plan and
--------------
the documents evidencing Awards shall be governed by, and construed in
accordance with, the laws of the State of California, except as to those matters
governed by the laws of the State of Nevada as the state of incorporation of the
Corporation.
f. Securities Law Requirements.
---------------------------
i. Legality of Issuance. The issuance of any Shares upon the
--------------------
granting of any Award shall be contingent upon the following:
(1) the Corporation and the Participant shall have taken all
action required to register the Shares under the Securities Act of 1933, as
amended (the "Act"), and to qualify the Shares under any and all applicable
state securities or "blue sky" laws or regulations, or to perfect an
exemption from the respective registration and qualification requirements
thereof;
(2) any applicable listing requirement of any stock exchange on
which the Common Stock is listed shall have been satisfied; and
8
<PAGE>
(3) any other applicable provision of state or federal law shall
have been satisfied.
ii. Restrictions on Transfer. Regardless of whether the offering and
------------------------
sale of Shares under the Plan has been registered under the Securities
Act or has been registered or qualified under the securities laws of
any state, the Corporation may impose restrictions on the sale, pledge
or other transfer of such Shares (including the placement of
appropriate legends on stock certificates) if, in the judgment of the
Corporation and its counsel, such restrictions are necessary or
desirable in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any state or any other law, or
as a condition of making the Award. In the event that the sale of
Shares under the Plan is not registered under the Securities Act but
an exemption is available which required and investment representation
or other representation, each Participant shall be required to
represent that such Shares are being acquired for investment, and not
with a view to the sale or distribution thereof, and to make such
other representations as are deemed necessary or appropriate by the
Corporation and its counsel. Any determination by the Corporation and
its counsel connection with any of the matters set forth in this
Section 10(f)(ii) shall be conclusive and binding on all persons.
Stock certificates evidencing Shares acquired under the Plan pursuant
to an unregistered transaction shall bear the following restrictive
legend and such other restrictive legends as are required or deemed
advisable under the provisions of any applicable law.
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). ANY TRANSFER OF SUCH SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN
EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH
REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
SECURITIES ACT."
iii. Registration or Qualification of Securities. The Corporation
-------------------------------------------
may, but shall not be obligated to register or qualify the issuance of
Awards and/or the sale of Shares under the Securities Act or any other
applicable law. The Corporation shall not be obligated to take any
affirmative action in order to cause the issuance of Awards or the
sale of Shares under the plan to comply with any law.
iv. Exchange of Certificates. If, in the opinion of the Corporation
------------------------
and its counsel, any legend placed on a stock certificate representing
shares issued under the Plan is no longer required, the holder of such
certificate shall be entitled to exchange such certificate for a
certificate representing the same number of Shares but lacking such
legend.
g. Execution. To record the adoption of the Plan in the form set forth
---------
above by the Board effective as of the date first written above, the Corporation
has caused this Plan to be
9
<PAGE>
executed in the name and on behalf of the Corporation where provided below by an
officer of the Corporation thereunto duly authorized.
CYPRESS FINANCIAL SERVICES, INC.
By:____________________________________
Farrest Hayden, President
ATTEST:
- ----------------------------
Otto Lacayo, Secretary
10
<PAGE>
EXHIBIT 5.1
JEFFERS, WILSON, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (714) 660-7700
FACSIMILE: (714) 660-7799
May 30, 1997
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 100,000 shares of Common
Stock, par value $.001 per share (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 on June 2, 1997 (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.
May 30, 1997
Page 2
Assuming the Shares are issued and paid for in accordance with the
terms of the offering described in the Registration 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 led 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 & FALK, LLP
/s/ Michael B. Jeffers, Esq.
By: ____________________________
Michael B. Jeffers, Esq.
A Professional Law Corporation
<PAGE>
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,
dated November 1, 1996, accompanying the consolidated financial statements of
the Company appearing in its 1996 Annual Report on Form 10-KSB as of September
30, 1996, and for the year ended September 30, 1996 and for the nine months
ended September 30, 1995.
/s/ CORBIN & WERTZ
------------------
CORBIN & WERTZ
Irvine, California
June 2, 1997
