<PAGE> 1
As filed with the Securities and Exchange Commission on December 3, 1997
Registration No. _______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Chadmoore Wireless Group, Inc.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Colorado 84-1058165
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4720 Polaris Street, Las Vegas, Nevada 89103
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(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Employee Benefit and Consulting Services Compensation Plan, as amended
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(Full title of the plan)
The Corporation Company, 1675 Broadway, Denver, Colorado 80202
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(Name and address of agent for service)
(303) 629-2500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee (1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 Par Value (2) 750,000 $0.82 $615,000 $186.36
=====================================================================================================================
TOTALS 750,000 $ $
=====================================================================================================================
</TABLE>
(1) The fee with respect to these shares has been calculated pursuant to Rule
457 of Regulation C under the Securities Act of 1933, as amended, and based
upon the average of the bid and asked price per share of the Company's
common stock on a date within five (5) days prior to the date of filing of
this Registration Statement, as reported on the National Association of
Securities Dealers, Inc.'s Electronic Bulletin Board.
(2) To be issued, at the sole discretion of the Company, as Direct Shares, or
Shares underlying options granted to and to be granted, under the Chadmoore
Wireless Group, Inc. Employee Benefit and Consulting Services Compensation
Plan, dated July 7, 1995, as amended.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
Chadmoore Wireless Group, Inc., a Colorado corporation (the "Company"),
currently has two effective Registration Statements filed on Form S-8 relating
to its employee benefit plan which registered securities of the same class as
those being registered herewith: (i) File No. 33-94508, registering 800,000
shares of Common Stock, filed with the Securities and Exchange Commission (the
"Commission") on July 12, 1995; and (ii) File No. 33-80405, registering 800,000
shares of Common Stock, filed with the Commission on December 14, 1995.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the
Chadmoore Wireless Group, Inc. Consulting and Services Compensation Plan, dated
July 7, 1995, as amended (the "Plan"), required by Item 1 of Form S-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be sent
or given to participants as specified by Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Commission either as part of this Registration Statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. Chadmoore Wireless Group, Inc., a Colorado corporation
(the "Company"), shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated hereby by reference and made a part hereof is the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1996;
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997, June 30,
1997 and September 30, 1997; Current Reports on Form 8-K filed January 13, 1997,
January 30, 1997, February 28, 1997, June 27, 1997, August 3, 1997 and November
6, 1997; and Form 8-A which was declared effective by the Commission on July 12,
1996 (File No. 0-20999) registering the Company's Common Stock under Section 12
of the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall he deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities being registered by this Registration
Statement is being passed upon by Futro & Associates, P.C., Attorneys at Law,
special securities counsel to the Company. Futro & Associates, P.C. or members
of its firm may in the future be issued shares or options to purchase shares
pursuant to the Plan, which shares of $.001 par value common stock may be
restricted or registered pursuant to this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 109 of the Colorado Business Corporation Act, and Article X of
the Company's Articles of Incorporation, as amended, generally permit the
Company to indemnify any officer or director of the Company for claims and
liabilities, including legal expenses, which he may incur in his capacity as
such, provided that he acted in good faith and in a manner that he reasonably
believed to be in the best interests of the Company. However, he may not be
indemnified in connection with a proceeding in which he is found to be liable to
the Company or where he is found to have received an improper personal benefit
from the Company. To the extent that an officer or director is successful in
defending himself in any proceeding to which he was a party, he is to be
indemnified against his reasonable expenses incurred by him in connection with
the proceeding.
In addition, Article XIV of the Company's Articles of Incorporation
limits the liability of directors for monetary damages for certain breaches of
fiduciary duties, as permitted under the Colorado Business Corporation Act.
2
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of, or
incorporated by reference in, this Registration Statement.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.4 Registration Statement of the Company on Form 8-A (declared effective on July 12,
1996, File No. 0-20999, and incorporated herein by reference)
5.1 Opinion of Counsel, Futro & Associates, P.C. *
10.14 Employee Benefit and Consulting and Services Compensation Plan, as amended on
November 18, 1997 *
23.1 Consent of KPMG Peat Marwick LLP, Certified Public Accountants *
23.2 Consent of Counsel, Futro & Associates, P.C. (contained as part of Exhibit 5.1
hereto)
</TABLE>
* Filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(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.
(2) That, for the purpose of determining any liability under the Act, 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
tide 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.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Company'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
3
<PAGE> 5
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.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other that the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada, December 3, 1997.
CHADMOORE WIRELESS GROUP, INC.
By: /s/ Robert W. Moore
---------------------------------------
Robert W. Moore, Chief Executive Officer,
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Robert W. Moore
---------------------------------------
Robert W. Moore, Chief Executive Officer,
President, Director
Dated: December 3, 1997
By: /s/ Jan S. Zwaik
---------------------------------------
Jan S. Zwaik, Chief Financial Officer,
Chief Operating Officer, Treasurer,
Director
Dated: December 3, 1997
By: /s/ William C. Bossung
---------------------------------------
William C. Bossung, Secretary, Director
Dated: December 3, 1997
5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.4 Registration Statement of the Company on Form 8-A (declared effective on July 12,
1996, File No. 0-20999, and incorporated herein by reference)
5.1 Opinion of Counsel, Futro & Associates, P.C. *
10.14 Employee Benefit and Consulting Services Compensation Plan as amended on November
18, 1997 *
23.1 Consent of KPMG Peat Marwick LLP, Certified Public Accountants *
23.2 Consent of Counsel, Futro & Associates, P.C. (contained as part of Exhibit 5.1
hereto)
</TABLE>
* Filed herewith
<PAGE> 1
EXHIBIT 5.1
FUTRO & ASSOCIATES, P.C.
Attorneys and Counselors at Law
MCI TOWER
707 SEVENTEENTH STREET - 29TH FLOOR
DENVER, COLORADO 80202
PETER G. FUTRO TELEPHONE (303) 295-3360
JEFFREY A. BARTHOLOMEW FACSIMILE (303) 295-1563
TROY A. YOUNG E-MAIL [email protected]
December 2, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Form S-8 Registration Statement
Company: Chadmoore Wireless Group, Inc.
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to Chadmoore Wireless Group, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the Securities Act of 1933, as amended, of 750,000 shares of the Company's
common stock, $.001 par value per share (the "Shares"), pursuant to the
Chadmoore Wireless Group, Inc. Employee Benefit and Consulting Services
Compensation Plan of July 7, 1995, as amended (the "Plan"). As such, we have
examined the Registration Statement, the Company's Articles of Incorporation and
Bylaws, as amended, and minutes of meetings of its Board of Directors.
Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plan and Registration Statement, at a time when effective,
and that the Company will fully comply with all applicable securities laws
involved under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated pursuant to
said Acts, and in those states or foreign jurisdictions in which the Shares may
be sold, we are of the opinion that, upon proper and legal issuance of the
Shares according the Registration Statement and receipt of the consideration to
be paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion does not cover
any matters related to any re-offer or re-sale of the Shares by any Plan
Beneficiaries, once properly and legally issued pursuant to the Plan as
described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date hereof.
This opinion does not address or relate to any specific state securities laws.
We assume no duty to communicate with the Company in respect to any matter which
comes to our attention hereafter.
<PAGE> 2
FUTRO & ASSOCIATES, P.C.
Attorneys and Counselors at Law
Securities and Exchange Commission
December 2, 1997
Page 2
CONSENT
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus which is made a
part of the Registration Statement.
Sincerely
FUTRO & ASSOCIATES, P.C.
/s/ Peter G. Futro
Peter G. Futro
<PAGE> 1
EXHIBIT 10.14
CHADMOORE WIRELESS GROUP, INC.
EMPLOYEE BENEFIT AND CONSULTING SERVICES
COMPENSATION PLAN
THIS AGREEMENT is made this 7th day of July, 1995 and amended on
December 8, 1995, January 28, 1996 and November 18, 1997.
SECTION 1. PURPOSE
This Employee Benefit and Consulting Services Compensation Plan
(hereinafter referred to as the "Plan") is intended to promote the best interest
of Chadmoore Wireless Group, Inc., a Colorado corporation (the "Company"), and
its stockholders by providing a means of non-cash remuneration to consultants,
service providers and employees who contribute most to the operating progress
and earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Code" means the Internal Revenue Code of 1954, as
presently in effect or as hereunder amended.
2.2 "Committee" means a committee of three (3) Directors
appointed by the Board of Directors to implement, interpret and
administer the Plan, subject at all times to the approval of the entire
Board of Directors unless and to the extent that the Committee is
composed of all of the persons then comprising the Board of Directors
of the Company. Any Committee Member who is also an Eligible
Participant may receive a grant only if he abstains from voting in
favor of a grant to himself, and the grant is determined and approved
by the remaining Committee Members. The Board of Directors, in its sole
discretion, may at any time remove any member of the Committee and
appoint another Director to fill any vacancy on the Committee.
2.3 "Company" means Chadmoore Wireless Group, Inc., a Colorado
corporation and its subsidiaries.
2.4 "Eligible Participant" or "Participant" means any
consultant, service provider or employee of the Company who is
determined (in accordance with the provisions of Section 4 hereof) to
be eligible to receive stock and exercise stock options hereunder.
2.5 "Option" means the grant to an Eligible Participant of a
right to acquire shares of Restricted Stock of the Company, unless said
shares are duly registered, and thus freely tradeable, pursuant to a
Grant of Option approved by the Committee and executed and delivered by
the Company.
2.6 "Plan" means this Chadmoore Wireless Group, Inc.
Employee Benefit and Consulting Services Compensation Plan dated
July 7, 1995.
2.7 "Registered Stock" means shares of common stock, $.001 par
value, of the Company underlying the Grant of Option, which are, upon
issuance, freely tradeable by virtue of
1
<PAGE> 2
having been registered with the Securities and Exchange Commission
under cover of Form S-8, or another appropriate registration statement,
and which shares have been issued subject to the "blue sky" provisions
of any appropriate state jurisdiction. Special resale restrictions may,
however, apply to officers, directors, control shareholders and
affiliates of the Company and such individuals or entities will be
required to obtain an opinion of counsel as regards their ability to
resell shares received pursuant to this Plan.
2.8 "Stock" or "Restricted Stock" means shares of common
stock, $.001 par value, of the Company issuable directly under the
Plan or underlying the grant of the Option, which are, upon issuance,
subject to the restrictions set forth in Section 10 hereof.
Wherever appropriate, words used in the Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine or neuter.
SECTION 3. ADOPTION AND ADMINISTRATION OF THE PLAN
Upon adoption by the Company's Board of Directors, the Plan became
effective as of July 7, 1995. The Plan was amended by the Board of Directors on
December 8, 1995, January 28, 1996 and November 18, 1997. In the absence of
contrary action by the Board of Directors, and except for action taken by the
Committee pursuant to Section 4 in connection with the determination of Eligible
Participants, any action taken by the Committee or by the Board of Directors
with respect to the implementation, interpretation or administration of the Plan
shall be final, conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine, as soon as practicable after the
effective date of the Plan, and at any time and from time to time thereafter:
(i) the Eligible Participants; (ii) the number of shares of Common Stock
issuable directly or to be granted pursuant to the Option which an Eligible
Participant may exercise; (iii) the price at which each option may be exercised,
or the price per share in cash, or cancellation of fees or other payment for
which the Company is liable if a direct issue of stock; and (iv) the terms on
which each option may be granted. Such determination, as may from time to time
be amended or altered at the sole discretion of the Committee. Notwithstanding
the provisions of Section 3 hereof, no such determination by the Committee shall
be final, conclusive and binding upon the Company unless and until the Board of
Directors has approved the same; provided, however, that if the Committee is
composed of a majority of the persons then comprising the Board of Directors of
the Company, such approval by the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION
Subject to the terms and provisions of this Plan, the terms and
conditions under which the Option may be granted to an Eligible Participant
shall be set forth in a written agreement (i.e., a Consulting Agreement,
Services Agreement, Fee Agreement, or Employment Agreement) and the grant of an
Option hereunder shall contain such modifications and such other provisions as
the Committee, in its sole discretion, may determine. Notwithstanding the
foregoing provisions of this Section 5, each Grant of Option shall incorporate
the provisions of this Plan by reference.
2
Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997
<PAGE> 3
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the
Company either directly or underlying Options grated under this Plan shall not
be more than 2,350,000. The total number of shares of Common Stock reserved for
such issuance may be increased only by a resolution adopted by the Board of
Directors and amendment of the Plan. Such Common Stock may be authorized and
unissued or reacquired Common Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the
Committee and approval by the Board of Directors (if necessary,
pursuant to Section 4 hereof) of the Eligible Participants and the
number of shares an Eligible Participant may be issued directly or
granted pursuant to an Option, the Committee shall give notice (written
or oral) thereof to each Eligible Participant, which notice shall be
accompanied by the Grant of Option, if appropriate, to be executed by
such Eligible Participant. Upon receipt, an Eligible Participant may
exercise his right to an Option to purchase Common Stock by providing
written notice as specified in the Grant of Option.
7.2 The negotiated cost basis of stock issued directly or the
exercise price for each option to purchase shares of Common Stock
pursuant to paragraph 7.1 shall be as determined by the Committee, it
being understood that the price so determined by the Committee may vary
from one Eligible Participant to another. In computing the negotiated
direct issue price or the Option exercise price of a share of Common
Stock, the Committee shall take into consideration, among other
factors, the restrictions set forth in Section 10 hereof.
SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT ISSUANCE
The Committee shall determine the terms of the Grant of Option and the
exercise price or direct issue price for payment by each Participant for his
shares of Common Stock granted thereunder. Such terms shall be set forth or
referred to in the Grant of Option or Board Resolution authorizing share
issuance. The terms and/or exercise price so set by the Committee may vary from
one Participant to another. In the event that all the Committee approves an
Option grant permitting deferred payments, the Participant's obligation to pay
for such Common Stock shall be evidenced by a Promissory Note executed by such
Participant and containing such modifications thereto and such other provisions
as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant such
number of shares of Common Stock as such Participant elects to purchase upon
direct issuance or upon exercise of the Option. Such shares, which shall be
fully paid and nonassessable upon the issuance thereof (unless a portion or all
of the purchase price shall be paid on a deferred basis) shall be represented by
a certificate or certificates registered in the name of the Participant and
stamped with an appropriate legend referring to the restrictions thereon, if
any, as may be set forth in the Grant of Option. Subject to the terms and
provisions of the Colorado Business Corporation Act and the Grant of Option to
which he is a party, a Participant shall have all the rights of a stockholder
with respect to such shares, including the right to vote the shares and to
receive all dividends or other distributions paid or made with respect thereto
(except to the extent such Participant defaults under the promissory note, if
any, evidencing the deferred purchase price for such shares), provided that such
shares shall be subject to the restrictions hereinafter
3
Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997
<PAGE> 4
set forth. In the event of a merger or consolidation to which the Company is a
party, or of any other acquisition of a majority of the issued and outstanding
shares of common stock of the Company involving an exchange or a substitution of
stock of an acquiring corporation for common stock of the Company, or of any
transfer of all or substantially all of the assets of the Company in exchange
for stock of an acquiring corporation, a determination as to whether the stock
of the acquiring corporation so received shall be subject to the restrictions
set forth in Section 10 shall be made solely by the acquiring corporation.
SECTION 10. RESTRICTIONS ON SHARES OF COMMON STOCK ISSUED UPON
EXERCISE OF OPTION OR DIRECT ISSUANCE
10.1 The shares of Common Stock issued directly or upon
exercise of an Option shall not be sold, exchanged, assigned,
transferred or permitted to be transferred, whether voluntarily,
involuntarily or by operation of law, delivered, encumbered,
discounted, pledged, hypothecated or otherwise disposed of unless the
shares underlying the Grant of Option or the direct issuance have been
registered with the Securities and Exchange Commission ("SEC") pursuant
to a registration statement on Form S-8, or such other form as may be
appropriate, or an Opinion of Counsel, satisfactory to the Company, is
received, which opinion establishes that an exemption from the
registration provisions of the Securities Act of 1933, as amended (the
"33 Act") is available.
10.2 The Grant of Option and the issuance of any shares of
Common Stock thereunder, or any direct issuance of stock hereunder, to
any Eligible Participant may be subject, in the sole discretion of the
Committee, to other and further restrictions on transferability, which
may provide, among other restrictions, that such shares may not be
sold, exchanged, assigned, transferred or permitted to be transferred,
whether voluntarily, involuntarily or by operation of law, delivered,
encumbered, discounted, pledged, hypothecated or otherwise disposed of
for a period of six (6) months from effective date, except with the
prior written approval of the Committee. Any special restrictions
applicable to a Grant of Option hereunder shall be attached to the
Grant of Option or in the Board Resolution authorizing share issuance.
SECTION 11. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any shares of
Common Stock are sold, exchanged, assigned or transferred to any party (other
than the Company) pursuant to the provisions of Section 10 hereof, such party
shall take such shares of Common Stock pursuant to all provisions and conditions
of this Plan, and, as a condition precedent to the transfer of such shares of
Common Stock, such party shall agree (for and on behalf of himself or itself,
his or its legal representatives and his or its transferees and assigns) in
writing to be bound by all provisions of this Plan.
SECTION 12. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of the Plan shall be borne by the Company.
4
Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997
<PAGE> 5
SECTION 13. NO PRIOR RIGHT OF AWARD
Nothing in the Plan shall be deemed to give any officer or employee of
the Company, or his legal representatives or assigns, or any other person or
entity claiming under or through him, any contract or other right to participate
in the benefits of this Plan. Nothing in the Plan shall be construed as
constituting a commitment, guarantee, agreement or understanding of any kind or
nature that the Company shall continue to employ any individual (whether or not
a Participant). The Plan shall not affect in any way the right of the Company to
terminate the employment of any individual (whether or not a Participant) at any
time.
SECTION 14. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Unless otherwise consented to by the Company in writing or unless
otherwise required by law, the shares of Restricted Stock issued upon exercise
of the Option which are held by a Participant shall not be adjusted in any
manner for (i) a subdivision or combination of any of the shares of capital
stock of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.
SECTION 15. AMENDMENT OR TERMINATION OF THE PLAN
The Plan may be amended or terminated in whole or in part by the Board
of Directors of the Company (in its sole discretion), but no such action shall
adversely affect or alter any right or obligation with respect to any award
theretofore made.
SECTION 16. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.
Executed as a sealed instrument as of the 18th day of November, 1997.
CHADMOORE WIRELESS GROUP, INC.
By: /s/ Robert W. Moore
-----------------------------
Robert W. Moore, President
ATTEST:
/s/ William C. Bossung
- -----------------------------------
William C. Bossung, Secretary
5
Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated March 19,
1997, on the consolidated financial statements of Chadmoore Wireless Group,
Inc. and Subsidiaries (a development stage company) as of December 31, 1996 and
1995, and for each of the years in the two-year period ended December 31, 1996
and for the period from January 1, 1994 through December 31, 1996.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Las Vegas, Nevada
December 2, 1997
