<PAGE>
As filed with the Securities and Exchange Commission on February 10, 2000
Reg. No. 33__
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
KAIRE HOLDINGS INCORPORATED
(exact name of registrant as specified in its charter)
Delaware 13-3367421
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
7348 Bellaire
North Hollywood, California 91605
(818) 255-4996
(Address of principal executive offices)
------------------------------------------
2000 Stock Compensation Plan
(Full title of plan)
--------------------------
Steven Westlund
Chief Executive Officer
7348 Bellaire
North Hollywood, California 91605
(Name and address of agent for service)
(818) 255-4996
(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
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 4,950,000 .15 $742,500 $196.02
( .001 par value)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the exercise price of 4,950,000
options at .15 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Consultant Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Kaire Holdings Incorporated (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's annual report on Form 10-K for the fiscal year ended
December 31, 1998 (Commission File No. 0-21384):
(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998 through the date hereof;
(c) the Registrant's Form S-18, file No. 33-17548-NY filed pursuant to
Section 12 of the Exchange Act, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common Stock, and
(d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
The Registrant's Common Stock, $0.001 par value, is registered under
Section 12 of the Exchange Act
Item 5. Interests of Named Experts and Counsel
The legality of the Registrant's securities being registered will be passed
upon by Owen Naccarato, Esq. who owns 600,000 shares of the Registrant's Common
Stock and options to purchase 0 shares of the Registrants Stock as of February
7, 2000. Mr. Naccarato is the in-house counsel for Kaire Holdings Inc.
3
<PAGE>
Item 6. Indemnification of Directors and Officer
The Registrant's Articles of Incorporation provide for indemnification, to
the fullest extent permitted by Section 145 of the Delaware Corporation Law, of
officers and directors and from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, both as
to action in their official capacity and as to action in another capacity while
holding such office.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended (the "Securities Act") and
is therefore unenforceable.
Experts
The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1998 have
been audited by Berg & Company LLP, independent public accounts, as set forth in
their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in Note
1 to the Company's Consolidated Financial Statements. Such financial statements
are incorporated herein in reliance upon the reports of Berg & Company LLP,
pertaining to such financial statements (to the extent filed with the
Commission) given upon the authority of such firm as experts in giving such
reports.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
securities Act 1933:
4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1) (I) and (I)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.
To remove from registration by mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
consultant 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the above-described provisions or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a 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 North Hollywood, State of California on February 10,
2000.
Kaire Holdings Incorporated:
By /s/ Steven Westlund
-------------------------------------------
Steven Westlund, President, Chief Executive
Officer, Principal Executive Officer and
Director
By /s/ Owen Naccarato
-------------------------------------------
Owen Naccarato, Chief Financial Officer,
Principal Financial Officer and Director
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.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------ ----------------------------------- ----
<S> <C> <C>
/s/ Steven Westlund President, Chief Executive Officer, February 10, 2000
- ------------------- and Director
Steven Westlund
/s/ Owen Naccarato Chief Financial Officer, Secretary February 10, 2000
- ------------------- In House Counsel and Director
</TABLE>
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered Pages
- --- ----------- --------------
<C> <S> <C>
4.1 Advisory and Consulting Agreements
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
10.30 2000 Stock Compensation Plan
23.1 Consent of Independent Accountant.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
</TABLE>
<PAGE>
Exhibit 4.1
Advisory and Consulting Agreement
<TABLE>
<CAPTION>
Number of Shares and Options
----------------------------
<S> <C>
4.1(a) 1,000,000
4.1(b) 1,000,000
4.1(c) 300,000
4.1(d) 1,000,000
4.1(e) 300,000
Other Consultants 1,350,000
</TABLE>
<PAGE>
Exhibit 4.1(a)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of February
1, 2000 by and between Howard Schraub, 8538 Ruette Monte Carlo, La Jolla, CA
92037 ("Consultant") and Kaire Holdings Incorporated with offices at 7348
Bellaire Ave, North Hollywood, CA 91605 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 2000, unless earlier terminated
in accordance with paragraph 8 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources, products
and services;
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the
Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions
and advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
<PAGE>
(e) Advice and recommendations regarding corporate financing including
the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
1,000,000 shares of the Company's Common Stock with an exercise price at $.15
per share, which option shall expire on December 31, 2000 at 5:00 P.M. P.S.T.
The number of shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant represents
that he has knowledge of and is experienced in providing the aforementioned
services.
7. MISCELLANEOUS.
-------------
Termination: This Agreement may be terminated by either Party upon written
-----------
notice to the other Party for any reason which shall be effective five (5)
business days from the date of such notice. This Agreement shall be terminated
immediately upon written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be
-------
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
------
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
----------
discretion of the Consultant.
<PAGE>
Severability: If any provision of this Consulting Agreement is invalid,
------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
-------------
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Kaire Holdings Incorporated CONSULTANT
/s/ Steven Westlund /s/ Howard Schraub
- ------------------------------------- ---------------------------------
Steven Westlund Howard Schraub
Chief Executive Officer
<PAGE>
Exhibit 4.1(b)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of February
1, 2000, by and between George Furla, 2317 Mount Olympus Dr., Los Angeles CA
90046 ("Consultant") and Kaire Holdings Incorporated with offices at 7348
Bellaire Ave, North Hollywood, CA 91605, (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 2000, unless earlier terminated
in accordance with paragraph 8 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources, products
and services;
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the
Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions
and advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
<PAGE>
(e) Advice and recommendations regarding corporate financing including
the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
1,000,000 shares of the Company's Common Stock with an exercise price of $.15
per share, which option shall expire on December 31, 2000 at 5:00 P.M. P.S.T.
The number of shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant represents
that he has knowledge of and is experienced in providing the aforementioned
services.
7. MISCELLANEOUS.
-------------
Termination: This Agreement may be terminated by either Party upon
-----------
written notice to the other Party for any reason which shall be effective five
(5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be
-------
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
------
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
----------
discretion of the Consultant.
<PAGE>
Severability: If any provision of this Consulting Agreement is invalid,
------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
-------------
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Los Angeles, CA. The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within the State of California. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbiter(s)) shall be entitled to recover
that Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
KAIRE HOLDINGS INCORPORATED CONSULTANT
/s/ Steve Westlund /s/ George Furla
- ------------------------------------ -----------------------------------
Steve Westlund George Furla
Chief Executive Officer and Chairman
<PAGE>
Exhibit 4.1(c)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of February
1, 2000, by and between Richard Kaplan, P.O. Box 43272, Hanof, Jerusalem, Isreal
("Consultant") and Kaire Holdings Incorporated with offices at 7348 Bellaire
Avenue, North Hollywood, CA 91605, (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 2000, unless earlier terminated
in accordance with paragraph 8 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources, products
and services;
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the
Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions
and advice with regard to
<PAGE>
the ongoing managing and operating of such acquisitions upon
consummation thereof; and
(e) Advice and recommendations regarding corporate financing including
the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
300,000 shares of the Company's Common Stock with an exercise price of $.15 per
share, which option shall expire on December 31, 2000 at 5:00 P.M. P.S.T. The
number of shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant represents
that he has knowledge of and is experienced in providing the aforementioned
services.
7. MISCELLANEOUS.
-------------
Termination: This Agreement may be terminated by either Party upon
-----------
written notice to the other Party for any reason which shall be effective five
(5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.
Modification: This Consulting Agreement sets forth the entire
------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be
-------
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
------
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
<PAGE>
Assignment: The Options under this Agreement are assignable at the
----------
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is invalid,
------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
-------------
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Los Angeles, CA. The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within the State of California. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbiter(s)) shall be entitled to recover
that Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
KAIRE HOLDINGS INCORPORATED CONSULTANT
/s/ Steve Westlund /s/ Richard Kaplan
- ---------------------------------- -------------------------------
Steve Westlund Richard Kaplan
Chief Executive Officer and Director
<PAGE>
Exhibit 4.1(d)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of February
1, 2000, by and between Peter Benz, 543 Virginia Avenue , San Mateo, CA 94402
("Consultant") and Kaire Holdings Incorporated with offices at 7348 Bellaire
Ave, North Hollywood, CA 91605 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 2000, unless earlier terminated
in accordance with paragraph 8 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources, products
and services;
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the
Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions
and advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
<PAGE>
(e) Advice and recommendations regarding corporate financing including
the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, blind pool financing and
other preferred and common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
1,000,000 shares of the Company's Common Stock with an exercise price at $.15
per share, which option shall expire on December 31, 2000 at 5:00 P.M. P.S.T.
The number of shares herein are subject to the anti-dilution provisions of the
corresponding warrant which is being issued in conjunction with this Agreement.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant represents
that he has knowledge of and is experienced in providing the aforementioned
services.
7. MISCELLANEOUS.
-------------
Termination: This Agreement may be terminated by either Party upon written
-----------
notice to the other Party for any reason which shall be effective five (5)
business days from the date of such notice. This Agreement shall be terminated
immediately upon written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be
-------
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
------
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
----------
discretion of the Consultant.
<PAGE>
Severability: If any provision of this Consulting Agreement is invalid,
------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
-------------
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Kaire Holdings Incorporated CONSULTANT
/s/ Steven Westlund /s/ Peter Benz
- ----------------------------------- ------------------------------------
Steven Westlund Peter Benz
Chief Executive Officer
<PAGE>
Exhibit 4.1(e)
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of February
1, 2000, by and between S. Michael Rudolph, 1325 Howard Ave. #422 Burlingame, CA
94010 ("Consultant") and Kaire Holdings Incorporated with offices at 7348
Bellaire Avenue, North Hollywood, CA 91605 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
-----------
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
----
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 2000, unless earlier terminated
in accordance with paragraph 8 herein or extended as agreed to between the
parties.
3. SERVICES.
--------
During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and advise the Company regarding its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources, products and
services;
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the Company and
its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and advice
with regard to the ongoing managing and operating of such acquisitions upon
consummation thereof; and
(e) Advice and recommendations regarding corporate financing including
the structure, terms and content of bank loans, institutional loans, private
debt
<PAGE>
funding, mezzanine financing, blind pool financing and other preferred and
common stock equity private or public financing.
4. DUTIES OF THE COMPANY.
---------------------
The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
COMPENSATION.
------------
The Company will immediately grant Consultant the option to purchase
300,000 shares of the Company's Common Stock with an exercise price at $.15 per
share, which option shall expire on December 31, 2000 at 5:00 P.M. P.S.T.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket costs, including, without limitation, travel, lodging, telephone,
postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
----------------------------------
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant represents
that he has knowledge of and is experienced in providing the aforementioned
services.
7. MISCELLANEOUS.
-------------
Termination: This Agreement may be terminated by either Party upon written
-----------
notice to the other Party for any reason which shall be effective five (5)
business days from the date of such notice. This Agreement shall be terminated
immediately upon written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be
-------
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
------
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are assignable at the
----------
discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is invalid,
------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
-------------
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s)
<PAGE>
shall be enforceable in any court having jurisdiction thereof. Arbitration shall
occur only in Los Angeles County, CA. The interpretation and the enforcement of
this Agreement shall be governed by California Law as applied to residents of
the State of California relating to contracts executed in and to be performed
solely within the State of California. In the event any dispute is arbitrated,
the prevailing Party (as determined by the arbiter(s)) shall be entitled to
recover that Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
KAIRE HOLDINGS INCORPORATED CONSULTANT
/s/ Owen Naccarato /s/ S. Michael Rudolph
- ------------------ ----------------------
Owen Naccarato Michael Rudolph
Chief Financial Officer
<PAGE>
Exhibit 5.1
OPINION OF COUNSEL
Owen M. Naccarato
Attorney at Law
19600 Fairchild Suite 260
Irvine, CA 91612
Office: (818) 255-4996 Fax: (818) 255-4997
- -------------------------------------------------------------------------------
February 10, 2000
Kaire Holdings Incorporated
7348 Bellaire Avenue
North Hollywood, California 91605
Re: Registration Statement on Form S-8
Gentleman:
I have acted as counsel for Kaire Holdings Incorporated (the "Company"), in
connection with the preparation and filing of the Company's Registration
statement on Form S-8 under the Securities Act of 1933, as amended, (the
"Registration Statement"), relating to 4,950,000 shares of the Company's common
stock, par value $.001, (the "common stock"), issuable pursuant to the Company's
1999 Stock Compensation Plan, (the "Plan").
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgement are necessary or appropriate to enable me to
render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the
shares of Common Stock issuable with the Plan are duly authorized and, when
issued in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Owen Naccarato
- ------------------
Owen Naccarato, Esq.
<PAGE>
Exhibit 23.1
[LETTERHEAD OF BERG & COMPANY]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8, under
the caption "Experts", the reference to our report dated April 13, 1999 with
respect to the Financial Statements of Kaire Holdings Incorporated, for the year
ended December 31, 1998.
/s/ Berg & Company LLP
Berg & Company LLP
February 9, 2000
San Francisco, California
