<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COLE COMPUTER CORPORATION
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 76-0547762
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
11711 South Portland
Oklahoma City, Oklahoma 73170
--------------------------
(Address of Principal Executive Offices)
(405) 692-5351
--------------
(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 2
---------------------------------------
(Full Title of the Plan)
Homer O. Cole, III
11711 South Portland
Oklahoma City, Oklahoma 73170
--------------------------
(Name and Address of Agent for Service)
(405) 692-5351
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 600,000(1) $0.016666666 $10,000 $2.78(2)
- -----------------------------------------------------------------------------
(1) Reflects a three for one forward split which was effective
subsequent to the date of the Consultant Compensation Agreement
No. 2 which is the subject of this Registration Statement.
(2) Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options
covering the underlying common stock to be issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
----
A copy of the Consultant Compensation Agreement No. 2 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
- -------------------------------------------------------------------
Available Information.
---------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended December 31, 1997, all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to such
participants or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Homer O.
Cole III, President, at the address and telephone appearing on the Cover Page
of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended December 31, 1997, filed with the Commission on or
about April 13, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, presently owns no shares of common stock of the
Registrant and is not deemed to be an affiliate of the Registrant or a person
associated with an affiliate of the Registrant. However, Mr. Burningham will
receive 3,000 of the shares being registered pursuant to this Registration
Statement. See Item 8 below, and particularly, Schedule 1 to Exhibit A-1 of
the Consultant Compensation Agreement No. 2.
Item 6. Indemnification of Directors and Executive Officers.
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Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
99.1 Participants Letter
99.2 Consultant Compensation Agreement No. 2
Exhibit A - Counterpart Signature Page
of Leonard W. Burningham, Esq.
Exhibit A-1 - Response to Participant Letter
of Leonard W. Burningham, Esq.
Schedule 1
Exhibit B - Counterpart Signature Page
of David R. Strawn, Esq.
Exhibit B-1 Response to Participant Letter
of David R. Strawn, Esq.
Schedule 1
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 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; and
(iii) To include any additional or changed material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 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 fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 2/18/99 By /s/ Homer O. Cole III
President and
Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 2/18/99 By/s/ Homer O. Cole III
President and
Director
Date: 2/18/99 By/s/Cynthia A. Cole
Secretary and
Director
<PAGE>
Securities and Exchange Commission File No. 0-23819
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COLE COMPUTER CORPORATION
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
99.1 Participants Letter
99.2 Consultant Compensation Agreement No. 2
Exhibit A - Counterpart Signature Page
of Leonard W. Burningham, Esq.
Exhibit A-1 - Response to Participant Letter
of Leonard W. Burningham, Esq.
Schedule 1
Exhibit B - Counterpart Signature Page
of David R. Strawn, Esq.
Exhibit B-1 - Response to Participant Letter
of David R. Strawn, Esq.
Schedule 1
(Letterhead of Branden T. Burningham, Esq.)
February 22, 1999
Cole Computer Corporation
11711 South Portland
Oklahoma City, Oklahoma 73170
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Cole Computer Corporation, formerly Pandora's Golden Box, a
Nevada corporation
Board of Directors:
As counsel for Cole Computer Corporation, a Nevada corporation (the
"Company"), and in connection with the issuance of 200,000 pre-split shares of
the Company's $0.001 par value common stock (the "Securities") to two
individual consultants (the "Consultants") pursuant to a written compensation
agreement, a copy of which is incorporated herein by reference (the
"Consultant Compensation Agreement No. 2" [the "Plan"]), I have been asked to
render an opinion as to the legality of these Securities, which are to be
covered by a Registration Statement to be filed by the Company on Form S-8 of
the Securities and Exchange Commission (the "Commission"), and as to which
this opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
You should also be aware that I presently own no shares of the
Company's common stock and that I will receive 3,000 shares of the Securities
covered by this Registration Statement.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the calendar year ended December 31,
1997, filed with the Commission on or about April 13, 1998;
4. 10-QSB Quarterly Reports for the past twelve months or for such
shorter period for which the Company was required to file such reports;
5. 10-SB Registration Statement, as amended;
6. 8-K Current Report dated December 23, 1998;
7. A copy of the Plan;
8. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's agent; and,
9. Correspondence with the two consultants regarding the type of
services rendered and to be rendered, and Securities Act Release No. 7506,
dated February 17, 1998; and their responses.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Nevada Revised Statutes.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Nevada and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham
BTB/sr
cc: Cole Computer Corporation
(Letterhead of Branden T. Burningham, Esq.)
February 22, 1999
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Cole Computer Corporation, a Nevada corporation
(the "Registrant"), SEC File No. 0-23819, to be filed
on or about February 22, 1999, covering the
registration and issuance of 600,000 post-split shares
of common stock to two individual consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
cc: Cole Computer Corporation
<PAGE>
[Letterhead of Jones, Jensen & Company]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Pandora's Golden Box, a Nevada corporation (the
"Registrant"), SEC File No. 0-23819, to be filed on or
about February 22, 1999, covering the registration and
issuance of 600,000 post-split shares of common stock
to two individual consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended
December 31, 1997 and 1996, dated March 10, 1998, in the above referenced
Registration Statement. We also consent to the use of our name as experts in
such Registration Statement.
/s/ Jones, Jensen & Company
Certified Public Accountants
February 18, 1999
[Letterhead of Branden T. Burningham, Esq.]
January 14, 1999
David R. Strawn, Esq.
11440 West Bernardo Court, #300
San Diego, California 92127
Facsimile No. 602-460-5234
Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
Hand Delivered!
Re: Issuance of compensatory shares of common stock of
Pandora's Golden Box, a Nevada corporation (the
"Company"), to David R. Strawn, Esq. and Leonard W.
Burningham, Esq., consultants, to be registered on
Form S-8 of the Securities and Exchange Commission
Dear Messrs. Strawn and Burningham:
I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a written compensation agreement to be prepared by this office.
Everyone involved is aware that I am the son of Leonard W.
Burningham, Esq.
I have prepared a brief Memorandum of the proposed amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the
types of services you are to render, and please facsimile me a copy of this
Memorandum, with your typed comments (I cannot scan hand written notations for
an EDGAR filing), indicating, if applicable, that these prohibitions do not
relate to you or the services you are to render. If you provide separate hand
written comments, I will be happy to have them typed on this Memorandum.
I am also enclosing copies of the Company's 10-K Annual Report for
the year ended December 31, 1997, and the 10-Q Quarterly Reports for the
quarters ended March 31, June 30 and September 30, 1998, and a copy of the
written compensation agreement regarding the shares to be issued pursuant to
the S-8.
Thank you very much.
Yours very sincerely,
/s/ Branden T. Burningham
BTB/sr
Enclosures
cc: Pandora's Golden Box
CONSULTANT COMPENSATION AGREEMENT NO. 2
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made as
of this 18th day of January, 1999, among Pandora's Golden Box, a Nevada
corporation ("Pandora's"); and Leonard W. Burningham, Esq. and David R.
Strawn, Esq., who have executed and delivered this Plan by the execution and
delivery of the Counterpart Signature Pages which are designated as Exhibits
"A" and "B" hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Pandora's has adopted a
written compensation agreement for compensation of two individual Consultants
who are natural persons, both of whom are attorneys; and
WHEREAS, Pandora's has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request
and subject to the approval of the management of Pandora's; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Pandora's and the Consultants intend that this Plan
and the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Pandora's may issue "freely tradeable" shares (except as may
be limited by "affiliate" status) of its common stock as payment for services
rendered pursuant to an S-8 Registration Statement to be filed with the
Commission by Pandora's;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Pandora's hereby employs the Consultants and
the consultants hereby accept such employment, and have and will perform the
services requested by management of Pandora's to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
Pandora's harmless therefrom; it is understood and agreed that the value of
all such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Pandora's.
1.3 Term. All services performed at the request of Pandora's by
the Consultants shall have been performed within 120 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 120 day
period by written agreement of Pandora's and any of the Consultants.
1.4 Payment. Pandora's and the Consultants agree that Pandora's
shall pay the invoices of the Consultants for the services performed under
this Plan by the issuance of shares of its common stock at a price of
approximately $0.05 per share; provided, however, such shares of common stock
shall be issued pursuant to and shall be subject to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Pandora's with a written invoice detailing the services duly
performed. Such invoice shall be paid by Pandora's in accordance with Section
1.4 above, subject to the satisfaction of the management of Pandora's that the
services have been performed, and to the extent performed, that the
performance was in a satisfactory manner. The submission of an invoice for
the services performed by each of the Consultants shall be deemed to be a
subscription by the respective Consultants to purchase shares of common stock
of Pandora's at the price outlined in Section 1.4 above, subject only to the
filing and effectiveness of a Registration Statement on Form S-8 covering such
shares with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of Pandora's that may be issued by Pandora's for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Pandora's shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Pandora's, and subject to the filing and effectiveness
of a Registration Statement on Form S-8 of the Commission covering such
shares, one or more stock certificates representing such shares shall be
delivered to the respective Consultants at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Pandora's in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Pandora's and the Consultants agree that the per share price
of shares of common stock that may be issued by Pandora's to the Consultants
for services performed under this Plan has been arbitrarily set by Pandora's;
however, in the event Pandora's shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its shares of
common stock or cause to be implemented a forward or reverse stock split which
affects the present number of issued and outstanding shares of common stock of
Pandora's prior to the issuance of shares to the Consultants, that the per
share price and the number of shares issuable to the Consultants for services
actually rendered hereunder after such event shall be appropriately adjusted
to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions. The Plan is subject to the following condition,
to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and
outstanding shares of common stock of the Company on the
date of issuance.
Section 2
Representations and Warranties of Pandora's
Pandora's represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Pandora's is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Nevada and is licensed or qualified as a foreign corporation in all states
in which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Pandora's has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Pandora's may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Pandora's.
2.3 Registration Statement on Form S-8. Pandora's shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Pandora's; and Pandora's will provide to the Consultants prior to
the issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Pandora's shall fully comply with any and all federal or state securities
laws, rules and regulations governing the issuance of any such shares of
common stock.
2.5 Limitation on Services. Pandora's shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Pandora's is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Pandora's has or will file with
the Commission all reports required to be filed by it forthwith, and shall
continue to file such reports with the Commission so long as required, but for
a period of not less than one year; and such reports are or will be true and
correct in every material respect.
2.7 Corporate Authority and Due Authorization. Pandora's has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by
Pandora's hereunder have been duly authorized by all requisite corporate
action on the part of Pandora's, and this Plan constitutes a valid and binding
obligation of Pandora's and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Pandora's.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Pandora's as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Pandora's for the services performed pursuant to this Agreement.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Accredited Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Pandora's, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, they are "accredited investors" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Pandora's, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Pandora's is a suitable investment
for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Pandora's shall be services related to any "capital raising" transaction; and
neither consultant is a promoter of the stock of Pandora's nor a public
relations person for Pandora's.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Pandora's and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of Pandora's to be filed
hereunder, to the extent that any misstatement or omission contained in the
Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may
be terminated (1) by mutual consent of Pandora's and the respective
Consultants in writing; (2) by either the Directors of Pandora's or the
respective Consultants if there has been a material misrepresentation or
material breach of any warranty or covenant by the other party; and (3) shall
automatically terminate at the expiration of the term hereof, provided,
however, all representations and warranties shall survive the termination
hereof; provided, further, however, that any obligation of Pandora's to pay
for any services actually rendered by the Consultants hereunder shall survive
any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Pandora's: 11711 South Portland
Oklahoma City, Oklahoma 73170
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Pandora's nor the Consultants can
assign any rights, duties or obligations under this Plan, and in the event of
any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
PANDORA'S GOLDEN BOX
By/s/Homer O. Cole III
President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Pandora's Corporation and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
Suite 205, Hermes Building
455 East 500 South Street
Salt Lake City, UT 84111
Date: 1/18/99 /s/Leonard W. Burningham
Leonard W. Burningham, Esq.
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 100,000 pre-split shares
$5,000
<PAGE>
EXHIBIT A-1
January 18, 1999
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Pandora's Golden Box, a Nevada corporation (to be
changed to "Cole Computer Corporation" [the
"Company"])
Dear Mr. Burningham:
Thank you for your letter dated January 14, 1999, regarding the S-
8 proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include the preparation and review of all relevant documents
regarding the reorganization between the Company and Electronic Service Co.,
Inc., an Oklahoma corporation doing business as Computer Masters, and the
subsequent name change to "Cole Computer Corporation," including, but not
limited to, the Agreement and Plan of Reorganization, all exhibits thereto,
and the Information Statement mailed to all stockholders of the Company, and
related Reports for filing with the Securities and Exchange Commission.
A portion of these shares will also be issued to employees and
associates who have assisted me personally in the preparation and review of
the relevant documents or related "due diligence," as outlined in Section 1.1
of the written compensation agreement. See Schedule 1 hereto for the names,
addresses, relationship and shares each will receive of those to be issued to
me under the written compensation agreement.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Leonard W. Burningham, Esq.
SCHEDULE 1
Name and Address Relationship No. of Shares
Leonard W. Burningham, Esq. N/A 24,524*
455 East 500 South, #205
Salt Lake City, Utah 84111
Branden T. Burningham, Esq. "Due Diligence" 3,000*
455 East 500 South, #205 Consultant
Salt Lake City, Utah 84111 (My office)
Sheryl Ross Office Manager 2,000*
6113 Loder Dr. (My office)
Kearns, Utah 84118
Shelley Goff "Due Diligence" 2,000*
6752 South 2240 East Consultant
Salt Lake City, Utah 84121 (My office)
Brad Burningham "Due Diligence" 2,000*
1620 Sherman Avenue Consultant
Salt Lake City, Utah 84101 (My office)
Stacy Burningham "Due Diligence" 2,000*
1227 East Gilmer Consultant
Salt Lake City, Utah 84105 (My office)
David M. Klausmeyer Reorganization 19,779*
288 Litchfield Lane Consultant
Houston, Texas 77024
John Whitley Reorganization 18,216*
178 Bogey Lane Consultant
Salem, Virginia 24153
W. Scott Thompson Reorganization 26,481*
P. O. Box 27701, Dept. 191 Consultant
Houston, Texas 77227
TOTAL: 100,000*
* Does not reflect a three for one forward split which
was effective subsequent to the date of the Consultant
Compensation Agreement No. 2
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 among Pandora's Corporation and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
David R. Strawn, Esq.
11440 West Bernardo Court, #300
San Diego, California 92127
Date: 1/18/99 /s/David R. Strawn, Esq.
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 100,000 pre-split shares
$5,000
<PAGE>
EXHIBIT B-1
January 18, 1999
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Pandora's Golden Box, a Nevada corporation (to be
changed to "Cole Computer Corporation" [the
"Company"])
Dear Mr. Burningham:
Thank you for your letter dated January 14, 1999, regarding the S-
8 proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include reviewing all relevant documents regarding the
reorganization between the Company and Electronic Service Co., Inc., an
Oklahoma corporation doing business as Computer Masters, and the subsequent
name change to "Cole Computer Corporation," including, but not limited to, the
Agreement and Plan of Reorganization, all exhibits thereto, and the
Information Statement mailed to all stockholders of the Company, and related
Reports for filing with the Securities and Exchange Commission.
A portion of these shares will also be issued to employees and
associates who have assisted me personally in the preparation and review of
the relevant documents or related "due diligence," as outlined in Section 1.1
of the written compensation agreement. See Schedule 1 hereto for the names,
addresses, relationship and shares each will receive of those to be issued to
me under the written compensation agreement.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ David R. Strawn, Esq.
SCHEDULE 1
Name and Address Relationship No. of Shares
David R. Strawn, Esq. N/A 57,044*
10382 Eagle Lake Drive
Escondido, CA 92029
Charles V. Serafino Reorganization 25,610*
14738 Cindywood Dr. Consultant
Houston, TX 77079
W. Scott Thompson Reorganization 17,346*
P. O. Box 27701, Dept. 191 Consultant
Houston, Texas 77227
TOTAL: 100,000*
* Does not reflect a three for one forward split which
was effective subsequent to the date of the Consultant
Compensation Agreement No. 2
