FORM S 8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CBQ, Inc.
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(Exact name of issuer as specified in its charter)
Colorado Applied for
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
4851 Keller Springs 75248
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(Address of Principal Executive Offices) (Zip Code)
Employment Plan
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(Full title of the plan)
Mark S. Pierce, 1999 Broadway, Ste. 3235, Denver, Colorado 80202
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(Name and address of agent for service)
(303) 292-2992
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(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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Title of Proposed
securities Amount Proposed Maximum Amount
to be to be Maximum Aggregate of
registered registered Offering Price Offering Price Registration Fee
- ---------- ---------- -------------- -------------- ----------------
$.001 par 280,000 $.50 $140,000 $278
Common Stock
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<PAGE>
Prospectus
CBQ, Inc.
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4851 Keller Springs
Dallas TX 75248
(972) 732 1100
(280,000 Shares of Common Stock)
This Prospectus relates to the offer and sale by CBQ, Inc., a Colorado
corporation (Company), of up to 280,000 shares of its common stock (Common
Stock) to an advisor and two employees (collectively, Employees) pursuant to
agreements entered into between the Company and the Employees. The Company is
registering hereunder and subsequently issuing to the Employees upon fulfillment
of their agreed upon services 280,000 shares of Common Stock. The Common Stock
is not subject to any restriction on transferability. Of the shares registered
hereunder, a significant portion are being sold to affiliates of the Company. An
affiliate is, summarily, any director, executive officer or controlling
shareholder of the Company. The Employees may in future become subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), which would limit their discretion in selling the shares acquired in the
Company. (See General Information Restrictions on Resales.)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 11, 1999
This Prospectus is part of a Registration Statement which was filed and became
effective under the Securities Act of 1933, as amended (Securities Act), and
does not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission
(Commission) under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Director of Investor's
Relations, CBQ, Inc., 4851 Keller Springs, Dallas TX 75248; (972) 732 1100.
The Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained at the
prescribed rates. In addition, the Common Stock is quoted on the bulletin board
maintained by the National Association of Securities Dealers, Inc. (NASD); thus,
copies of these reports, proxy statements, information statements and other
information may also be examined at the offices of the NASD at 1735 K St., N.W.,
Washington, D.C. 20549. No person has been authorized to give any information or
<PAGE>
to make any representation, other than those contained in this Prospectus, and,
if given or made, such other information or representation must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer or a solicitation by anyone in any state in which such is
not authorized or in which the person making such is not qualified or to any
person to whom it is unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstance, create any implication that there has not been a change in the
affairs of the Company since the date hereof.
Part I. Information Required in the Section 10(a) Prospectus
General Information Concerning the Plan and the Company:
The Company: The Company has its principal executive offices at 4851 Keller
Springs, Dallas TX 75248; (972) 732 1100.
Purposes: The Common Stock will be issued by the Company pursuant to agreements
entered into between the Employees and the Company, all as approved by the Board
of Directors of the Company (Board of Directors). The agreements are intended to
provide a method whereby the Company may be stimulated by the personal
involvement of the Employees in the Company's future prosperity; thereby
advancing the interests of the Company and all of its shareholders. Copies of
the agreements have been filed as exhibits to the Registration Statement.
Common Stock: The board has authorized the issuance and delivery of up to
280,000 shares of Common Stock to the Employees upon and subsequent to
effectiveness of the Registration Statement, but only in the event the Employees
perform their agreed upon services in full and elect to exercise their options
to take these shares valued at their market in exchange for the fair value of
the services rendered.
The Employees: The Employees have provided their expertise and advice to the
Company on a non exclusive basis for the purpose of promoting the interests of
the Company.
No Restrictions on Transfer: The Employees will become the record and beneficial
owners of the shares of Common Stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Employees: The Common Stock is not qualified under Section
401(a) of the Internal Revenue Code. The Employees, therefore, will be deemed
for federal income tax purposes to recognize ordinary income during the taxable
<PAGE>
year in which the first of the following events occurs: (a) the shares become
freely transferable or (b) the shares cease to be subject to a substantial risk
of forfeiture. Accordingly, the Employees will receive compensation taxable at
ordinary rates equal to the fair market value of the shares on the date of
receipt. The Employees are urged to consult their tax advisor on this matter.
Further, if any recipient is an affiliate, Section 16(b) of the Exchange Act may
in the future become applicable and will affect the issue of taxation.
A recipient of securities hereunder, however, may elect to include in his income
for the taxable year in which securities are received the fair market value
thereof on the date received. If this election is made, the subsequent lapsing
of the substantial risk of forfeiture and such other restrictions, if any, will
not result in any income to the recipient.
Tax Treatment to the Company: The amount of income recognized by any recipient
hereunder in accordance with the foregoing discussion will be an expense
deductible by the Company for federal income tax purposes in the taxable year of
the Company during which the recipient recognizes income.
Restrictions on Resales: In the event that an affiliate of the Company acquires
shares of Common Stock hereunder, the affiliate may in the future become subject
to Section 16(b) of the Exchange Act. This would mean that the affiliate could
not sell any shares acquired hereunder for a period of at least six (6) months
thereafter. Further, in the event that any affiliate acquiring shares sold any
shares of Common Stock in the previous six months preceding the receipt of
shares, any so called profit, as computed under Section 16(b) of the Exchange
Act, would be required to be disgorged from the recipient by the Company. Shares
of Common Stock acquired hereunder by other than affiliates are not subject to
Section 16(b) of the Exchange Act.
Documents Incorporated by Reference and Additional Information
The Company hereby incorporates by reference (i) its annual report on Form 10
KSB for the year ended December 31, 1997, filed pursuant to the Exchange Act,
(ii) any and all Forms 10 QSB filed under the Exchange Act subsequent to any
filed Form 10 KSB, as well as all other reports filed under the Exchange Act,
and the Company's Form 8 A or Form 10 filing, as the case may be, and (iii) its
annual report, if any, to shareholders delivered pursuant to Rule 14a 3 of the
Exchange Act. In addition, all further documents filed by the Company pursuant
to Sections 13, 14, or 15(d) of the Exchange Act prior to the termination of
<PAGE>
this offering are deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing, as is the Form S 18 filed by
the Company in the conduct of its initial public offering.
A copy of any document or part thereof incorporated by reference in the
Registration Statement but not delivered with this Prospectus will be furnished
without charge upon written or oral request. Requests should be addressed to:
Director of Investor Relations, CBQ, Inc., 4851 Keller Springs 75248; (972) 732
1100.
Interests of Named Experts and Counsel: Mark S. Pierce, Esq., assisted in the
preparation of this Prospectus and the Registration Statement and has given an
opinion on the validity of the securities covered thereby. Mr. Pierce is a party
to one of the consulting agreements and, it is anticipated, will receive shares
registered hereunder pursuant to the terms and conditions of the agreement. Mr.
Pierce also owns, directly or indirectly, shares of Common Stock, but is not a
control person for purposes of the Securities Act.
Indemnification: Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Registrant hereby states that (i) all documents set forth in (a) through (c)
below are incorporated by reference in this registration statement, and (ii) all
documents subsequently filed by registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
(a) Registrant's latest annual report, whether or not filed pursuant to Sections
13(a) or 15(d) of the Exchange Act; (b) All other reports filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant documents referred to in (a), above; (c) The latest
prospectus filed pursuant to Rule 424(b) under the Securities Act or the
effective Form 10 registering registrant's equity under the Exchange Act; and
<PAGE>
(d) The description of the securities offered hereby as set forth in the Form S
18 filed by registrant under the Securities Act in the conduct of its initial
public offering, as well as any and all amendments thereto.
Item 4. Description of Securities.
Not Applicable to this registrant.
Item 5. Interests of Named Experts and Counsel.
Mr. Pierce is not an officer or a director of registrant; however, he has been
granted an option and has elected to acquire 200,000 shares of common stock of
registrant, all of which are being registered hereunder. These shares aggregate
less than 1% of the total number of shares outstanding under this class. Mr.
Pierce also owns, directly or beneficially, other shares of this class, the
aggregate of which is insufficient to make him a control person of the
registrant under the Securities and Exchange Acts.
Item 6. Indemnification of Directors and Officers.
The only article, statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is the Colorado Business Corporation
Code, as enacted and in effect upon adoption of the registrant's articles of
incorporation and bylaws, both of which mirror this statute.
The provisions of this code generally provide that registrant may, but is not
obligated to, indemnify against liability an individual made a party to a
lawsuit because they were previously or are currently a director or officer of
registrant, if such person acted in good faith and reasonably believed their
actions were in the best interests of registrant. Registrant may not indemnify
such persons if they are found liable to registrant in a shareholders'
derivative suit or are found liable for receiving an improper personal benefit.
Registrant is required to indemnify such persons if they are ultimately
successful in the suit. Pending a final determination, registrant may advance
funds to these persons, but only if provision is made for return of the funds
advanced in the event such persons are subsequently found to not be entitled to
indemnification as set forth above. The general effect of this statute is to
make indemnification available to the officers and directors of registrant
regarding actions taken in their official capacity, unless they are found liable
to registrant for their actions, they received an improper benefit therefrom, or
they did not act in good faith while reasonably believing their actions were in
the best interests of registrant. Indemnification under this section would
include actions of the officers and directors of registrant taken in connection
with this offering.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S K and are specifically incorporated herein by this
reference:
Exhibit No./Title
1. Not Required.
2. Not Required.
3. Not Required.
4. Not Applicable.
5. Opinion of Mark S. Pierce regarding the legality of the securities
registered.
6. Not Required.
7. Not Required.
8. Not Required.
9. Not Required.
10(a) Engagement Agreement with Mark S. Pierce
(b) Employment Agreement with R.J. Pipes.
11. Not Required.
12. Not Required.
13. Not Required.
14. Not Required.
15. Not Applicable.
16. Not Required.
17. Not Required.
18. Not Required.
19. Not Required.
20. Not Required.
21. Not Required.
22. Not Required.
23.1 Consent of auditors to Registrant to incorporation of their opinion on
the audited financial statements of Registrant incorporated herein.
23.2 Consent of Mark S. Pierce, special counsel to Registrant, to the use
of his opinion with respect to the legality of the securities being
registered hereby and to the references to him in the Prospectus filed
as a part hereof.
24. Not Required.
25. Not Applicable.
26. Not Applicable.
27. Not Applicable.
28. Not Required.
99. Not Required.
<PAGE>
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other that the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post
effective amendment to this registration statement to: (i) include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in
the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post effective amendment thereof)
which, individually or in the aggregate, represents a fundamental change in the
information set forth in the registration statement; and (iii) 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, including, but not limited to, any
addition or deletion of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities Act,
each post effective amendment to 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.
(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.
<PAGE>
(4) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a 3 or Rule 14c 3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of registrant's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned in the City of Dallas, State of Texas, on the 8th day
of January, 1999.
CBQ, Inc.
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(Registrant)
By: /s/ Michael Sheriff
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Chief Executive Officer
By: /s/ Michael Sheriff
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Chief Financial and Accounting
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ James Malone
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Director
/s/ Michael Sheriff
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Director
/s/ R.J. Pipes
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Director
Date: January 8, 1999
<PAGE>
Form S 8 Registration Statement
Exhibit Index
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The following Exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S K and are specifically incorporated herein by this
reference:
Exhibit Number
in Registration
Statement Description
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5 Opinion of Counsel
10(a) Engagment Agreement
10(b) Employment Agreement
23.1 Consent to Incorporation of Auditor's Opinion
23.2 Consent to Use of Attorney Opinion
Exhibit No. 5
January 8, 1999 REGULAR MAIL
CBQ, Inc.
4851 Keller Springs
Dallas TX 75248
Re: Form S 8 Filing
Gentlemen:
As special securities counsel for CBQ, Inc., a Colorado corporation (the
Company), I am furnishing this opinion to you in compliance with the referenced
matter, and am familiar with the Company's articles of incorporation and its
corporate powers, franchises and other rights under which it carries on its
business. I am also familiar with the Company's Bylaws, minute book and other
corporate records. For the purpose of the opinions expressed below, I have
examined, among other things, the registration statement on Form S 8 to be filed
in regards of the above offering (the Registration Statement), and have
supervised proceedings taken in connection with the authorization, execution and
delivery by the Company of the Registration Statement and, as contemplated
thereby, the authorization and issuance of the options and/or shares of common
stock to be issued thereunder. In arriving at the opinions set forth below, I
have examined and relied upon originals or copies, certified or otherwise
identified to my satisfaction, of all such corporate records and all such other
instruments, documents and certificates of public officials, officers and
representatives of the Company and of other persons and have made such
investigations of law as I have considered necessary or appropriate as a basis
for my opinions. Moreover, I have with your approval relied as to factual
matters stated therein on the certificates of public officials, and I have
assumed, but not independently verified, that the signatures on all documents
which I have examined are genuine and that the persons signing such had the
capacity to do so. This opinion further expressly assumes that the options
and/or shares covered by the Registration Statement will be issued in conformity
with the terms and conditions applicable thereto.
Based upon and subject to the forgoing, I am of the opinion that the issuance
and sale of the options and/or stock in this offering have been duly and validly
authorized and upon delivery to the recipients of these securities in accordance
with the terms and conditions of the exhibits to the Form S 8 will have been
duly authorized, validly issued, fully paid for and nonassessable.
I am admitted to practice before the Bar of the State of Colorado only. I am not
admitted to practice in any other jurisdiction in which the Company may own
property or transact business. My opinions herein are with respect to federal
law only and, to the extent my opinions are derived from laws of other
jurisdictions, are based upon an examination of relevant authorities and are
believed to be correct, but I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. My opinions
are qualified to the extent that enforcement of rights and remedies are subject
to bankruptcy, insolvency and other laws of general application affecting the
rights and remedies of creditors and security holders and to the extent that the
availability of the remedy of specific enforcement or of injunctive relieve is
subject to the discretion of the court before which any proceeding thereof may
be brought.
This opinion is furnished by me to you as counsel for the Company, is solely for
your benefit and is not to be used, circulated, quoted or otherwise referred to
for any other purpose, other than as set forth in my consent to the use of the
same in the Form S 8.
Very truly yours,
/s/ Mark S. Pierce
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Mark S. Pierce
Exhibit No. 10(a)
ENGAGEMENT AGREEMENT
This Engagement Agreement is made and entered into to be effective as of the
date upon which services were first rendered in accordance herewith and is by
and between Mark S. Pierce (Employee) and CBQ, Inc. (Client).
A. Employee has previously provided services and advanced costs to Client, and
continues to be willing and able to provide various valuable services for and on
behalf of Client in connection with the business of Client.
B. Client desires to retain Employee and Employee desires to be retained upon
the terms and conditions hereinafter set forth.
In consideration of the above and foregoing premises, the mutual promises and
agreements hereinafter set forth, and such other and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Client and Employee
agree as follows:
1. Services. Client hereby retains Employee as to act as a legal counsel, and
Employee hereby accepts and agrees to such retention. Employee shall provide
such legal services to Client as may be reasonable and necessary from time to
time. It is the intention of the parties that Employee will gather all publicly
available information relating to Client and confer with Client in an effort to
consolidate the information obtained for purposes of discharging the obligations
which have been imposed upon Employee under this agreement. It is intended that
Employee will use and distribute this information concerning Client to persons
and other parties outside of Client who Employee determines, in the sole
discretion of Employee, are entitled to this information for purposes of
Employee performing in accordance with the terms and conditions of this
agreement. It is not intended that the performance of the services described
herein shall be accomplished exclusively by Employee; therefore, Employee may
engage persons as subcontractors to assist in the discharge of the
responsibilities hereunder; however, any such further employment shall be at the
cost and expense of Employee.
2. Time, Place and Manner of Performance. Employee shall be available for advice
and counsel to Client at such reasonable and convenient times and places as may
be mutually agreed upon. Except as aforesaid, the time, place and manner of
performance of the services hereunder, including the amount of time to be
allocated by Employee to any specific service, shall be determined in the sole
discretion of Employee.
<PAGE>
3. Term of Agreement. This agreement shall begin when Employee first began
rendering services for Client, and shall terminate when either party notifies
the other of his or its intention to terminate.
4. Compensation. During and immediately upon termination of this agreement,
Client shall pay Employee a reasonable fee for his services, which shall be at
the hourly rate of $250. At the option of Employee, Employee may elect to take
all or any portion of this amount in shares of the free trading common stock of
Client registered under a Form S 8 filed in accordance with the terms and
conditions set forth under the Securities Act of 1933, as amended. If this non
transferrable option is exercised, said shares shall be issued at the fair
market value therefor on the date the option is exercised, which Client and
Employee agree will be the closing inside bid price therefor on that date.
Client currently owes Employee approximately $55,000 in past due amounts and
approximately $45,000 in recently accrued fees which are now due; therefore,
Company hereby grants Employee an option to release Client from all claims of
monetary compensation against it as of November 19, 1998, in exchange for a non
transferrable option to acquire shares of common stock at the fair market value
on the date of the release. Company and Employee agree that the fair market
value at the date of release was the closing inside bid price for the common
stock, a price of $.50 per share.
5. Expenses. Client shall reimburse Employee on demand for all expenses and
other disbursements, including, but not limited to, travel, entertainment,
mailing, printing and postage, incurred by Employee, or any of his
subcontractors, on behalf of Client in connection with the performance of the
consulting services pursuant to this agreement. Expenses and disbursements in
excess of $500 shall have Client's prior approval. These expenses shall be paid
in cash, or, at the option of Employee, in shares of Client's common stock
registered under Form S 8. If this non transferrable option is exercised, said
shares shall be issued at the fair market value therefor, which Client and
Employee agree will be the closing inside bid price therefor on the date of
payment.
6. Work Product. It is agreed that, prior to public distribution, all
information and materials produced for Client shall be property of Employee,
free and clear of all claims thereto by Client, and Client shall retain no claim
of authorship therein.
<PAGE>
7. Disclosure of Information. Employee recognizes and acknowledges that Employee
has and will have access to certain confidential information of Client and its
affiliates that are valuable, special and unique assets and property of Client
and such affiliates. Employee will not, during or after the term of this
agreement, disclose, without the prior written consent or authorization of
Client, any such information to any person, except to authorized representatives
of Employee or its affiliates for purposes of the services to be rendered under
this agreement, for any reason or purpose whatsoever. In this regard, Client
agrees that such authorization or consent to disclosure may be conditioned upon
the disclosure being made pursuant to a secrecy agreement, protective order,
provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person to
whom the information is to be disclosed or in compliance with the terms of a
judicial order or administrative process.
8. Nature of Relationship. It is understood and acknowledged by the parties that
Employee is being retained by Client in an independent capacity and that in this
connection, Employee hereby agrees, except as otherwise provided herein, or
unless Client shall have otherwise consented, not to enter into any agreement or
incur any obligation on behalf of Client.
9. Conflict of Interest. Employee shall be free to perform services for other
persons during the term of this agreement. Employee will notify Client of the
performance of consulting services for any other person which would conflict
with the obligations of this agreement. Upon receiving such notice, Client may
terminate this agreement or consent to Employee's outside consulting services.
Failure to terminate this agreement shall constitute Client's ongoing consent to
Employee's outside consulting activities.
10. Indemnification for Securities Law Violations. Client agrees to indemnify
and hold harmless Employee against any losses, claims, damages, liabilities and
/or expenses (including any legal or other expenses reasonably incurred in
investigating or defending any act or claim in respect thereof) to which
Employee may become subject under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, because of actions of Client or its
agent(s).
11. Notices. Any notices required or permitted to be given under
this agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle office or
residence address of the other party.
12. Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement shall not operate or be construed as a waiver of any subsequent
breach.
<PAGE>
13. Assignment. This agreement and the rights and obligations of the parties are
not assignable.
14. Applicable Law. It is the intention of the parties that this agreement and
all suits and special proceedings hereunder be construed in accordance with and
under and pursuant to the laws of the State of Colorado and, further, that in
any action, special proceeding or other proceeding that may be brought arising
out of, in connection with or by reason of this agreement, venue shall be in the
City and County of Denver, Colorado and the laws of the State of Colorado shall
be applicable and govern to the exclusion of the law of any other forum, without
regard to the jurisdiction in which any action or special proceeding may be
instituted.
15. Severability. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court,
the agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein.
16. Entire Agreement. This agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties regarding the
subject matter of this agreement.
17. Counterparts. This agreement may be executed in counterparts, each of which
shall be deemed an original, but both of which taken together shall constitute
but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above written.
Employee: CLIENT: CBQ, INC.
/s/ Mark S. Pierce /s/ James Malone
- ------------------ ----------------
Mark S. Pierce James Malone, President
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into to be effective as of the
date upon which services were first rendered in accordance herewith and is by
and between R.J. Pipes (Employee) and CBQ, Inc. (Company).
A. Employee is willing and able to provide various valuable services for and on
behalf of Company as a director in connection with the business of Company.
B. Company desires to retain Employee as a director and Employee desires to be
retained upon the terms and conditions hereinafter set forth.
In consideration of the above and foregoing premises, the mutual promises and
agreements hereinafter set forth, and such other and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Company and Employee
agree as follows:
1. Services. Company hereby retains Employee as a member of its board of
directors, and Employee hereby accepts and agrees to be a director. Employee
shall render to Company advice on the strategic direction of Company.
2. Time, Place and Manner of Performance. Employee shall be available for advice
and counsel to Company at such reasonable and convenient times and places as may
be mutually agreed upon.
3. Term of Agreement. This agreement shall begin when Employee first became a
director for Company and shall terminate when Employee resigns as a director.
4. Compensation. Company shall pay employee a one time fee of $40,000, which the
parties deem a reasonable fee for these services. At the option of Employee,
Employee may elect to take all or any portion of this amount in shares of the
free trading common stock of Company registered under a Form S 8 filed in
accordance with the terms and conditions set forth under the Securities Act of
1933, as amended. If this non transferrable option is exercised, said shares
shall be issued at the fair market value therefor on the date this option has
been granted, that being November 19, 1998. Company and Employee agree that the
fair market value was the closing inside bid price for the common stock, a price
of $.50 per share, on that date.
5. Expenses. Company shall reimburse Employee on demand for all expenses and
other disbursements, including, but not limited to, travel, entertainment,
mailing, printing and postage, incurred by Employee on behalf of Company in
connection with the performance of services pursuant to this agreement. Expenses
and disbursements in excess of $500 shall have Company's prior approval. These
expenses shall be paid in cash.
6. Disclosure of Information. Employee recognizes and acknowledges that Employee
has and will have access to certain confidential information of Company and its
<PAGE>
affiliates that are valuable, special and unique assets and property of Company
and such affiliates. Employee will not, during or after the term of this
agreement, disclose, without the prior written consent or authorization of
Company, any such information to any person, except to authorized
representatives of Employee or its affiliates for purposes of the services to be
rendered under this agreement, for any reason or purpose whatsoever. In this
regard, Company agrees that such authorization or consent to disclosure may be
conditioned upon the disclosure being made pursuant to a secrecy agreement,
protective order, provision of statute, rule, regulation or procedure under
which the confidentiality of the information is maintained in the hands of the
person to whom the information is to be disclosed or in compliance with the
terms of a judicial order or administrative process.
7. Notices. Any notices required or permitted to be given under this agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail to the principle office or residence address of the other party.
8. Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement shall not operate or be construed as a waiver of any subsequent
breach.
9. Assignment. This agreement and the rights and obligations of the parties are
not assignable.
10. Applicable Law. It is the intention of the parties that this agreement and
all suits and special proceedings hereunder be construed in accordance with and
under and pursuant to the laws of the State of Texas and, further, that in any
action, special proceeding or other proceeding that may be brought arising out
of, in connection with or by reason of this agreement, in Dallas County, Texas,
and the laws of the State of Texas shall be applicable and govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted.
11. Severability. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court,
the agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein.
12. Entire Agreement. This agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties regarding the
subject matter of this agreement.
13. Counterparts. This agreement may be executed in counterparts, each of which
shall be deemed an original, but both of which taken together shall constitute
but one and the same document.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above written.
Employee: CBQ, INC.
/s/ R.J. Pipes /s/ James Malone
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R.J. Pipes James Malone, President
Exhibit 23.1
January 8, 1999
Board of Directors
CBQ, Inc.
4851 Keller Springs
Dallas TX 75248
RE: Form S 8
Gentlemen:
Please allow this letter to serve as our consent to the incorporation by
reference of our opinion in the registration statement under the referenced
matter.
If you have any questions with regards to the above matter, please call the
undersigned.
Yours very truly,
/s/ Halliburton, Hunter & Associates
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Halliburton, Hunter & Associates
Exhibit 23.2
January 8, 1999 REGULAR MAIL
CBQ, Inc.
4851 Keller Springs
Dallas TX 75248
Re: Form S 8 Filing
Gentlemen:
Please allow this letter to serve as my consent to the filing of, and reference
in the prospectus to, my opinion dated even date herewith in the registration
statement under the referenced matter.
If you have any questions with regards to the above matter, please call.
Very truly yours,
/s/ Mark S. Pierce
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Mark S. Pierce
