As filed with the Securities and Exchange Commission on
April __, 1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL SEMICONDUCTOR CORP.
_______________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 13-3432594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Consulting Agreements with
Allen Jones, Robert M. Terry, Richard Klein, Atlas Pearlman
Trop & Borkson, Arik Makleff and Christopher H. Dieterich
_________________________________________________________________
_______________
(Full title of the plan)
Christopher Dieterich, 2950 31st Street, Suite 240, Santa
Monica, California 90405
(Name and Address of Agent for Service)
(310) 450-3214
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount of Offering Aggregate
Securities to be Registered Shares to Price Per Offering
Registered1 Share2 Price2
$.001 par value common 20,000 $1.50 $ 30,000
Stock
$.001 par value common 100,000 $1.50 $150,000
Stock
$.001 par value common 5,000 $1.50 $ 7,500
Stock
$.001 par value common 10,000 $1.50 $ 15,000
Stock
$.001 par value common 80,000 $1.50 $120,000
Stock
$.001 par value common 80,000 $1.50 $120,000
Stock
Totals 295,000 $1.50 $442,500
Amount of Registration Fee: (see Fn 2 Below): $152.60
_________________________________________________________________
Total No. of pages: 42 Exhibit Index on Page No: 14
1 Pursuant to Rule 416(c) promulgated under the
Securities Act of 1933, as amended, the Registration Statement
also covers an indeterminate amount of Shares to be offered or
sold as a result of any adjustments from stock splits, stock
dividends or similar events.
2 Based upon the average bid and asked prices of the
Company's Common Stock in over-the-counter trading on April 2,
1996. [1/29 of 1%]
PROSPECTUS
INTERNATIONAL SEMICONDUCTOR CORP.
2950 31st Street, Suite 240
Santa Monica, California 90405
(310) 450-3214
(295,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by INTERNATIONAL
SEMICONDUCTOR CORP., ("ISSM"), a Nevada corporation ("the
Company") of shares of its $0.001 par value common stock (the
"Common Stock) to certain consultants of the Company (the
"Consultants) pursuant to agreements entered into between the
Company and the Consultants. The Company is registering hereunder
and then issuing upon receipt of adequate consideration therefor
to the Consultants 295,000 shares of the Common Stock in
consideration for services rendered and to be rendered under the
agreements.
The Common Stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are
affiliates of the Company within the meaning of the Securities
Act of I933 (the Act) may sell all or part of the shares in any
way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. Of the
shares registered hereunder 100,000 shares of Common Stock are
potentially being sold to Robert M. Terry who is an affiliate of
the Comply. An affiliate is, summarily, any director, executive
officer or controlling shareholder of the Company. The affiliates
of the Company may become subject to Section 16(b) of the
Securities Exchange Act of 1934 as amended (the Exchange Act)
which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an
affiliate becomes an affiliate of the Company in the future; he
would then be subject to Section 16(b) of the Exchange Act (See
General Information --- Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board under the
symbol ISSM.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 2, 1996
This Prospectus is part of a Registration Statement which was
filed and been effective under the Securities Act of 1933 as
amended (the Securities Act) and does not contain all of the
information set forth in the Registration Statement, certain
portions of which have seen offered pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The
statements in this Prospectus as to the contents of any contracts
or other documents filed as an exhibit to either the Registration
Statement or other filings of the Company with the Commission are
qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by
reference in this Prospectus but not delivered herewith will be
furnished without charge upon written or oral request. Requests
should be addressed to: INTERNATIONAL SEMICONDUCTOR CORP., 2950
31st Street, Suite 240, Santa Monica, California 90405. (310)
450-3214.
The Company is subject to the reporting requirements of the
Exchange Act and in accordance therewith files reports and other
information with the Commission. These reports as well as the
proxy statements information statements and other information
filed by the Company under the Exchange Act may be reviewed and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W. Washington D.C. 20549.
Copies my be obtained at the prescribed rates. In addition the
Common Stock is quoted on the a automated quotation system
maintained by the National Association of Securities Dealers,
Inc. (NASD). Thus copies of these reports, proxy statements,
information statements and other information may also be examined
at the offices of the NASD at 1735 K Street N.W. Washington DC
20549.
No person has been authorized to give any information or to
make any representation, other than those contained in this
Prospectus, and if given or made, such other information or
representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not
authorized or in which the person making such is not qualified or
to any one to whom it is unlawful to make an offer or
solicitation.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication
that there has not been a change in the affairs of the Company
since the date hereof.
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
ITEM 1. PLAN INFORMATION 6
GENERAL INFORMATION 6
The Company 6
Purpose 6
Common Stock 6
The Consultants 6
No Restrictions on Transfer 6
Tax Treatment to the Consultant 6
Tax Treatment to the Company 7
Restrictions on Resales 7
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL
INFORMATION 7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Legal Opinion and Experts 8
Indemnification of Officers and Directors 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 8
ITEM 4. DESCRIPTION OF SECURITIES 9
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 9
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 9
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 10
ITEM 8. EXHIBITS 10
ITEM 9. UNDERTAKINGS 10
EXHIBIT INDEX 14
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 2950 31st Street,
Suite 240, Santa Monica, California 90405. Telephone: (310)
581-4321
Purposes
The Common Stock will be issued by the Company pursuant to
agreements entered into between the Consultants and the Company
and approved by the Board of Directors of the Company (the "Board
of Directors"). The agreements are intended to provide a method
whereby the Company may be stimulated by the personal involvement
of the Consultants in the Company's future prosperity, thereby
advancing the interests of the Company, and all of its
shareholders. Copies of the agreements have been filed as
exhibits to this Registration Statement.
Common Stock
The Board has authorized the issuance of up to 295,000
shares of the Common stock to the Consultants upon effectiveness
of this registration Statement.
The Consultants
The Consultants have agreed to provide their expertise and
advice to the Company on a non-exclusive basis for the purpose of
promoting the interests of the Company.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners
of the shares of Common Stock upon issuance and delivery and are
entitled to all of the rights of ownership, including the right
to vote any shares awarded and to receive ordinary cash dividends
on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of
the Internal Revenue Code. The Consultant, therefore, will be
deemed for federal income tax purposes to recognize ordinary
income during the taxable year in which the first of the
following events occurs: (a) the shares become freely
transferable, or (b) the shares cease to be subject to a
substantial risk of forfeiture. Accordingly, the Consultant will
receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions
on transfer. If, however, the Consultant receives shares of
common stock pursuant to the exercises of an option or options at
an exercise price below the fair market value of the shares on
the date of exercise, the difference between the exercise price
and the fair market value of the stock on the date of exercise
will be deemed ordinary income for federal income tax purposes.
The Consultant is urged to consult his tax advisor on this
matter. Further, if any recipient is an "affiliate", Section
16(b) of the Exchange Act is applicable and will affect the issue
of taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder
in accordance with the foregoing discussion will be an expense
deductible by the Company for federal income tax purposes in the
taxable year of the Company during which the recipient recognizes
income.
Restrictions of Resales
In the event that an affiliate of the Company acquires
shares of Common Stock hereunder, the affiliate will be subject
to Section 16(b) of the Exchange Act. Further, in the event that
any affiliate acquiring shares hereunder has sold or sells any
shares of Common Stock in the six months preceding or following
the receipt of shares hereunder, any so called "profit", as
computed under Section 16(b) of the Exchange Act, would be
required to be disgorged from the recipient to the Company.
Services rendered have been recognized as valid consideration for
the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company
has agreed that for the purpose of any "profit" computation under
16(b) the price paid for the common stock issued to affiliates is
equal to the value of services rendered. Shares of common Stock
acquired hereunder by persons other than affiliates are not
subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual
report of Form 10-K for the year ended December 31, 1994, filed
pursuant to Section 13 of the Exchange Act, (ii) any and all
Forms 10-Q (10-QSB) filed under the Securities or Exchange Act
subsequent to any filed form 10-K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and
(iii) its annual report, if any, to shareholders delivered
pursuant to Rule 14a-3 of the Exchange Act. In addition, all
further documents filed by the Company pursuant to Section 13,
14, or 15(d) of the Exchange Act prior to the termination of this
offering are deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing. All
documents which when together, constitute this Prospectus, will
be sent or given to participants by the Registrant as specified
by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual
Information
A copy of any document or part hereof incorporated by
reference in this Registration Statement but not delivered with
this Prospectus or any document required to be delivered pursuant
to Rule 428(b) under the Securities Act will be furnished without
charge upon written or oral request. Requests should be
addressed to: ISC, 2950 31st Street, Suite 240, Santa Monica,
California 90405. Telephone: (310) 450-3214.
Legal Opinions and Experts
Christopher H. Dieterich has rendered an opinion on the
validity of the securities being registered. Mr. Dieterich is
not an "affiliate" of the Company and does not have a substantial
interest in the registrant.
The financial statements of International Semiconductor
Corp. incorporated by reference in the Company's Annual Report
(Form 10-KSB) for the ended December 31,1994 have been audited by
BDO Bavly Milner, independent auditors, as set forth in their
report incorporated herein by reference and are incorporated
herein in reliance upon such report given upon the authority of
the firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the
Securities Act may be permitted to directors, officers, or
persons controlling the company, the company has been informed
that in the opinion of the commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in
(a) through (c), below, are incorporated by reference in this
registration statement, and (ii) all documents subsequently
filed by registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report, whether filed
pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule
424(b) under the Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001
par value Common Stock ) is required under this item because the
common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Dieterich, whose firm Dieterich & Associates is
rendering the legal opinion for this registration, will benefit
from the registration of shares under the terms of the consulting
agreement entered into with Dieterich & Associates which is
attached as an exhibit.
Item 6. Indemnification of Directors and Officers
The company's by-laws, in accordance with Nevada Revised
Statutes ( 78.751), provide that to the extent he is otherwise
fairly and reasonably entitled thereto, the Company shall
indemnify a Director or Officer, a former Director or Officer, or
a person who acts or acted at the Company's request as a Director
or Officer of a body corporate of which the Corporation is or was
a shareholder or creditor (or a person who undertakes or has
undertaken any liability on behalf of the Company or any such
body corporate and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or
having been a Director or Officer of the Company or such body
corporate, if
(a) he acted honestly and in good faith with a view to the
best interests of the Company; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was lawful.
The Nevada Revised Statutes (NRS) provide that directors shall
not be personally liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the directors' duty of
loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involved intentional
misconduct or a knowing violation of law, (iii) for authorizing a
distribution that is unlawful under the NRS, or (iv) for any
transaction from which the director derived an improper personal
benefit. Such provision protects directors against personal
liability for monetary damages for breaches of their duty of
care.
The Company may purchase and maintain insurance for the benefit
of its Directors and Officers as such, as the Board of directors
may from time to time determine.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8
registration statement pursuant to Item 601 of Regulation S-B and
are specifically incorporated herein by this reference:
Exhibit No. Title
4. Not Applicable
5. Opinion of Christopher Dieterich regarding
the legality of the securities
registered.
10. A. Consulting Agreement with Allen Jones
B. Consulting Agreement with Robert M.
Terry
C. Consulting Agreement with Richard Klein
D. Consulting Agreement with Atlas Pearlman
Trop & Borkson
E. Consulting Agreement with Arik Makleff
F. Consulting Agreement with Dieterich &
Associates
15. Not Required
23.1 Consent of Christopher H. Dieterich, special
counsel to registrant, to the use of his
opinion with respect to the legality of the
securities being registered hereby and to the
references to him in the Prospectus filed as
a part hereof.
23.2 Consent of BDO Bavly Milner/Braude Bavly
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of registrant pursuant to the foregoing
provisions, or otherwise, registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. If a claim for
indemnification against such liabilities (other than the payment
by registrant of expenses incurred or paid by a director, officer
or controlling person of registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to:
(i) include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental change
in the information set forth in the registration statement; and
(iii) include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
provided, however, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment
by those paragraphs is incorporated by reference from periodic
reports filed by the registrant small business issuer under the
Exchange Act.
(2) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment to the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article
3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of registrant's annual report pursuant to Section 13(a) of
the Securities Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
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 on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized
in the City of Los Angeles, State of California on the 22nd day
of March, 1996.
INTERNATIONAL SEMICONDUCTOR CORP.
(Registrant)
By: /s/ Robert M. Terry
Robert M. Terry, Chairman/CEO
Pursuant to the requirements of the 1933 Act, this
registration statement or amendment has been signed by the
following persons in the capacities and on the dates indicated:
Signatures Title Date
/s/ Robert M. Terry Chairman March 22, 1996
Robert M. Terry Chief Exec Officer
/s/ Toni J. Gales Secretary March 22, 1996
Toni J. Gales
/s/ Jerome Saver Director March 22, 1996
Jerome Saver
/s/ Jules Pier Director March 22, 1996
Jules Pier
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this
registration statement pursuant to Item 601 of Regulation S-B and
are specifically incorporated herein by this reference:
Exhibit Number
In Registration
Statement Descriptions
Numbered Page
_________________________________________________________________
5. Opinion of Counsel 15
10. A. Consulting Agreement with Allen Jones 15
B. Consulting Agreement with Robert M. Terry 21
C. Consulting Agreement with Richard Klein 27
D. Consulting Agreement with Atlas Pearlman Trop &
Borkson 33
E. Consulting Agreement with Arik Makleff 38
F. Consulting Agreement with Dieterich & Associates 44
23.1 Consent of Dieterich & Associates 46
23.2 Consent of BDO Bavly Milner/Braude Bavly 48
CONSULTING SERVICES AGREEMENT
(ALLEN JONES)
This Consulting Services Agreement ("Agreement") is made
effective as of November 1, 1995 by and between C. Allen Jones
("Consultant") and International Semiconductor Corporation ("ISC"
or the "Company"), a Nevada corporation.
Whereas, ISC does not separately maintain the capability to
perform all of the necessary public relations services and other
functions which ISC requires; and
Whereas, ISC desires to have the benefit of an independent
consultant aiding in the public relations of the Company, which
advice is capable of provision by Consultant; and
NOW, THEREFORE, for and in consideration of the mutual
promises, representations and covenants contained within this
agreement the parties mutually agree as follows:
1.0 Services Provided by Consultant: Consultant agrees to
provide to ISC, upon request, the following services ("Services")
rendered by Consultant and his affiliates:
(a) Orderly management of the public relations and market
liaison for the Company in the United States corporate
marketplace.
(b) Day to day guidance on the release of relevant
information to the public, relations with various shareholders
and representatives of shareholders, formulation of marketing
strategies for maintaining the company in the public arena and
guidance with respect to selection of publications and market
newsletter strategists.
2.0 Miscellaneous Services: It is the intent of the parties to
this Agreement that Consultant will provide only the services
requested in writing by ISC in connection with the public
relations, legal and securities compliance functions related to
the operations of ISC, and with respect to special projects,
including corporate investments, acquisitions and divestitures.
ISC will continue to bear the expenses of all services of
attorneys, auditors, trustees, transfer, transfer agents and
registrars, and it is expressly understood that Consultant
assumes no liability for any expenses or services other than
those stated in Section 1.0. In addition to the fee paid to
Consultant by ISC, the Company will also reimburse Consultant for
the amount of approved out-of-pocket costs incurred by Consultant
in rendering such services.
3.0 Fee for Services:
(a) Agreed Payment: Consultant will receive a monthly fee
of $1,500, plus costs advanced, for Consultant's services. This
fee will increase to $2,500 per month, plus costs, commencing
March 1, 1996. This fee will continue monthly for a period of
one year, which may be cancelled at the discretion of the Company
at any time during that period upon 30 day's notice to
Consultant.
(b) Issuance of Stock: As payment for services and costs,
ISC has agreed to place a block of 20,000 shares of free trading
company stock in the Consultant's name with West America
Securities. At least once a month, the Consultant will send ISC
a statement for the retainer and any costs incurred in the
previous month. An officer of ISC will approve the statement and
notify West America Securities of the approved amount, at which
time, unless otherwise directed by the Consultant, sufficient
company stock, net of commission, shall then be liquidated
forthwith at the prevailing market rate to satisfy such
statement. At the conclusion of the consulting agreement, any
unused stock will be returned to the Company.
(c) Registration of Shares: ISC shall register the Shares
pursuant to an S-8 Registration Statement.
(d) Release of Shares: The Shares shall be issued and
released to the Consultant's trust account at West America upon
the Effective Date of the filing of the SEC S-8 Registration
Statement. If additional shares are required in the future to
satisfy the terms of this agreement, they will be issued upon
mutual agreement of the Company and the Consultant.
(e) Option: In addition to the monthly compensation,
Consultant will also have the following rights to acquire stock
in the Company at the exercise prices stated:
50,000 shares $0.625/share Immediate vesting
50,000 shares $1.50/share After 1 Apr 96
50,000 shares $2.00/share After 1 Sep 96
50,000 shares $2.50/share After 1 Mar 97
These option rights will remain in existence for a
period of 5 years after the date on which each series of shares
first becomes exercisable.
4.0 Term of Agreement: Subject to the provisions of Section 5,
the original term of this Agreement shall be from November 1,
1995 until November 1, 1996.
5.0 Extension of Term: This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original
term unless written notification otherwise is given by Consultant
or ISC thirty (30) days in advance of its termination.
6.0 Independent Contractor: Consultant will act as an
independent contractor in the performance of duties under this
Agreement. Accordingly, Consultant will be responsible for
payment of all federal, state, and local taxes for compensation
paid under this Agreement, including income and social security
taxes, unemployment insurance, and any other taxes as may be
required.
7.0 Indemnification: Company and Consultant agree to indemnify,
defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or
incurred by either party by reason of or resulting from a breach
of any representation, warranty, covenant, condition, or
agreement of the other party to this Agreement.
8.0 Termination
(a) Termination for Disability: If, during the Term of
this Agreement, Consultant shall be unable to provide the
services as set forth above for forty (40) consecutive business
days because of incapacity, accident, bankruptcy, dissolution or
other disabling occurrence, the Company shall have the right to
terminate this Agreement upon written notice to Consultant within
ten (10) days after the end of any such 40-day period.
Termination under this provision shall be effective upon receipt
by Consultant of the written notice.
(b) Death: In the event of the death of Consultant, this
Agreement and all rights and obligations under this Agreement may
immediately be terminated, at the Company's request. Any
outstanding fees owed to Consultant shall be paid in full to the
Consultant's estate.
(c) Termination for Cause: The Company shall be entitled
to terminate this Agreement for cause as defined below. If the
Company elects to do so, Consultant shall cease to receive or be
entitled to compensation as of the date of termination for cause.
"Cause" shall be defined as (i) a material act or act of fraud
committed by Consultant which is intended to result in
Consultant's personal enrichment to the detriment or at the
expense of the Company; (ii) Consultant's attorney's assigned to
this client being convicted of a felony which has a material
adverse effect on the Company or the performance of duties by
Consultant for the Company; (iii) a material breach of this
Agreement which shall continue without cure for ten (10) days
after written notice to Consultant from the Company; or (iv) any
act or condition of Consultant which in the opinion of the Board
of Directors of the Company will jeopardize the Company's public
listing with either NASDAQ or any exchange on which the Company's
stock is traded.
9.0 Inside Information - Securities Laws Violations: In the
course of its duties Consultant may become aware of information
which may be considered "inside information" within the meaning
of the Federal Securities Laws, Rules and Regulations.
Consultant acknowledges that its use of such information to
purchase or sell securities of the Company, or its affiliates, or
to transmit such information to any other party with a view to
buy, sell or otherwise deal in the securities of the Company is
prohibited by law and would constitute a breach of this Agreement
and notwithstanding the provisions of this Agreement, will result
in the immediate termination of the Agreement.
10.0 Miscellaneous
(a) Subsequent Events. Consultant and the Company each
agree to notify the other party if, subsequent to the date of
this Agreement, either party incurs obligations which could
compromise their efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in writing
executed by the parties hereto.
(c) Further Actions and Assurances. Any time and from time
to time, each party agrees to take actions and to execute and
deliver documents as may be reasonably necessary to effectuate
the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or conditions may
be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at
any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or noncompliance with this
Agreement shall be held to be a waiver of any other or subsequent
breach or non-compliance.
(e) Assignment. Neither this Agreement nor any right
created by it shall be assignable by Consultant without the prior
written consent of the Company.
(f) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the Untied States
mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for
transmittal, or when sent by facsimile transmission charges
pre-paid, provided that the communication is addressed:
In the case of Consultant:
C. ALLEN JONES
6977 East Chestnut Hill Street
Highland Ranch, Colorado 80126
In the case of the Company:
INTERNATIONAL SEMICONDUCTOR CORP.
2950 31st Street, Suite 240
Santa Monica, California 90405
FAX (310) 452-0076
or to such other person or address designated by the
parties to receive notice.
(g) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Agreement.
(h) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
(i) Governing Law. This Agreement was negotiated and is
being contracted for in the State of California, and shall be
governed by the laws of the State of California, notwithstanding
any conflict-of-law provision to the contrary.
(j) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(k) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth in this Agreement, have been
made by any party.
(l) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall remain in
full force and effect.
(m) Facsimile Counterparts. A facsimile, telecopy, or
other reproduction of this Agreement may be executed by one or
more parties hereto and such executed copy may be delivered by
facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of
any party, all parties agree to execute an original of this
Agreement as well as any facsimile telecopy or other reproduction
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
to be effective on the dates detailed above.
CONSULTANT:
C. ALLEN JONES
/s/ Allen Jones
Allen Jones, Individually
INTERNATIONAL SEMICONDUCTOR CORPORATION
a Nevada corporation
/s/ Robert M. Terry
Robert M. Terry, Chairman
CONSULTING SERVICES AGREEMENT
(ROBERT TERRY)
This Consulting Services Agreement ("Agreement") is made
effective as of September 1, 1995 by and between Robert M. Terry
("Consultant") and International Semiconductor Corporation ("ISC"
or the "Company"), a Nevada corporation.
Whereas, ISC does not separately maintain the capability to
perform all of the necessary management, financial and
operational
guidance services and other functions which ISC requires; and
Whereas, ISC desires to have the benefit of an independent
consultant aiding in the management of the Company, which advice
is capable of provision by Consultant; and
NOW, THEREFORE, for and in consideration of the mutual
promises, representations and covenants contained within this
agreement the parties mutually agree as follows:
1.0 Services Provided by Consultant: Consultant agrees to
provide to ISC, upon request, the following services ("Services")
rendered by Consultant and his affiliates:
(a) Leadership of the Company in the raising of capital
through the public marketplace, direction of the Company during
its long range planning, liaison with management of the Company's
primary subsidiary, GAD Semiconductors, Ltd., and assessment of
the financial capabilities and commitments of various investors
and investment banking institutions providing money to the
Company;
(b) Day to day guidance on the nominal operations of the
holding company and its interrelationship with the various
service providers engaged to accomplish specific goals, such as
accountants, lawyers, marketing consultants, investment bankers,
brokerage firms and public relations houses;
(c) In-house investigation and due diligence for
preparation of a response to any investment banker undertaking
the offering contemplated, to include the review and annotation
of corporate minutes and employment agreements if necessary;
(d) Assistance and input to the 10-QSB and 10-KSB filings
of ISC as and when requested;
(e) Attendance at and chairmanship of the Board of
Directors of the Company, and assistance with potential business
opportunities for ISC and a contemporaneous analysis of any
opportunity presented to the Board.
2.0 Miscellaneous Services: It is the intent of the parties to
this Agreement that Consultant will provide only the services
requested by ISC in connection with the management, investment
banking, legal, accounting and securities compliance functions
related to the offerings and operations of ISC, and with respect
to special projects, including corporate investments,
acquisitions and divestitures. ISC will continue to bear the
expenses of all services of attorneys, auditors, trustees,
transfer, transfer agents and registrars, and it is expressly
understood that Consultant assumes no liability for any expenses
or services other than those stated in Section 1.0. In addition
to the fee paid to Consultant by ISC, the Company will also
reimburse Consultant for the amount of out-of-pocket costs
incurred by Consultant in rendering such services.
3.0 Fee for Services:
(a) Agreed Payment: Consultant will receive a monthly fee
of $7,500, plus costs advanced, for Consultant's services. This
fee will continue monthly for a period of one year, which may be
cancelled at the discretion of the Company at any time during
that period upon 30 day's notice to Consultant.
(b) Issuance of Stock: As payment for services and costs,
ISC has agreed to place a block of 100,000 shares of free trading
company stock in the Consultant's name with West America
Securities. At least once a month, the Consultant will send ISC
a statement for the retainer and any costs incurred in the
previous month. An officer of ISC will approve the statement and
notify West America Securities of the approved amount, at which
time, unless otherwise directed by the Consultant, sufficient
company stock, net of commission, shall then be liquidated
forthwith at the prevailing market rate to satisfy such
statement. At the conclusion of the consulting agreement, any
unused stock will be returned to the Company.
(c) Registration of Shares: ISC shall register the Shares
pursuant to an S-8 Registration Statement.
(d) Release of Shares: The Shares shall be issued and
released to the Consultant upon the Effective Date of the filing
of the SEC S-8 Registration Statement. If additional shares are
required in the future to satisfy the terms of this agreement,
they will be issued upon mutual agreement of the Company and the
Consultant.
4.0 Term of Agreement: Subject to the provisions of Section 5,
the original term of this Agreement shall be from October 1, 1995
until September 30, 1996.
5.0 Extension of Term: This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original
term unless written notification otherwise is given by Consultant
or ISC thirty (30) days in advance of its termination.
6.0 Independent Contractor: Consultant will act as an
independent contractor in the performance of duties under this
Agreement. Accordingly, Consultant will be responsible for
payment of all federal, state, and local taxes for compensation
paid under this Agreement, including income and social security
taxes, unemployment insurance, and any other taxes as may be
required.
7.0 Indemnification: Company and Consultant agree to indemnify,
defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or
incurred by either party by reason of or resulting from a breach
of any representation, warranty, covenant, condition, or
agreement of the other party to this Agreement.
8.0 Termination
(a) Termination for Disability: If, during the Term of
this Agreement, Consultant shall be unable to provide the
services as set forth above for forty (40) consecutive business
days because of incapacity, accident, bankruptcy, dissolution or
other disabling occurrence, the Company shall have the right to
terminate this Agreement upon written notice to Consultant within
ten (10) days after the end of any such 40-day period.
Termination under this provision shall be effective upon receipt
by Consultant of the written notice.
(b) Death: In the event of the death of Consultant, this
Agreement and all rights and obligations under this Agreement may
immediately be terminated, at the Company's request. Any
outstanding fees owed to Consultant shall be paid in full to the
Consultant's estate.
(c) Termination for Cause: The Company shall be entitled
to terminate this Agreement for cause as defined below. If the
Company elects to do so, Consultant shall cease to receive or be
entitled to compensation as of the date of termination for cause.
"Cause" shall be defined as (i) a material act or act of fraud
committed by Consultant which is intended to result in
Consultant's personal enrichment to the detriment or at the
expense of the Company; (ii) Consultant's attorney's assigned to
this client being convicted of a felony which has a material
adverse effect on the Company or the performance of duties by
Consultant for the Company; (iii) a material breach of this
Agreement which shall continue without cure for ten (10) days
after written notice to Consultant from the Company; or (iv) any
act or condition of Consultant which in the opinion of the Board
of Directors of the Company will jeopardize the Company's public
listing with either NASDAQ or any exchange on which the Company's
stock is traded.
9.0 Inside Information - Securities Laws Violations: In the
course of its duties Consultant may become aware of information
which may be considered "inside information" within the meaning
of the Federal Securities Laws, Rules and Regulations.
Consultant acknowledges that its use of such information to
purchase or sell securities of the Company, or its affiliates, or
to transmit such information to any other party with a view to
buy, sell or otherwise deal in the securities of the Company is
prohibited by law and would constitute a breach of this Agreement
and notwithstanding the provisions of this Agreement, will result
in the immediate termination of the Agreement.
10.0 Miscellaneous
(a) Subsequent Events. Consultant and the Company each
agree to notify the other party if, subsequent to the date of
this Agreement, either party incurs obligations which could
compromise their efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in writing
executed by the parties hereto.
(c) Further Actions and Assurances. Any time and from time
to time, each party agrees to take actions and to execute and
deliver documents as may be reasonably necessary to effectuate
the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or conditions may
be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at
any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or noncompliance with this
Agreement shall be held to be a waiver of any other or subsequent
breach or non- compliance.
(e) Assignment. Neither this Agreement nor any right
created by it shall be assignable by Consultant without the prior
written consent of the Company.
(f) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the Untied States
mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for
transmittal, or when sent by facsimile transmission charges
pre-paid, provided that the communication is addressed:
In the case of Consultant:
ROBERT M. TERRY
5374 Village Road
Long Beach, California
In the case of the Company:
International Semiconductor Corp.
2950 31st Street, Suite 240
Santa Monica, California 90405
FAX (310) 452-0076
or to such other person or address designated by the
parties to receive notice.
(g) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Agreement.
(h) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
(i) Governing Law. This Agreement was negotiated and is
being contracted for in the State of California, and shall be
governed by the laws of the State of California, notwithstanding
any conflict-of-law provision to the contrary.
(j) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(k) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth in this Agreement, have been
made by any party.
(l) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall remain in
full force and effect.
(m) Facsimile Counterparts. A facsimile, telecopy, or
other reproduction of this Agreement may be executed by one or
more parties hereto and such executed copy may be delivered by
facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of
any party, all parties agree to execute an original of this
Agreement as well as any facsimile telecopy or other reproduction
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
to be effective on the dates detailed above.
CONSULTANT:
ROBERT M. TERRY
/s/ Robert M. Terry
Robert M. Terry, Individually
INTERNATIONAL SEMICONDUCTOR CORPORATION
a Nevada corporation
/s/ Jerome Saver
Jerry Saver, Director
/s/ Jules Pier
Jules Pier, Director
CONSULTING SERVICES AGREEMENT
(RICHARD KLEIN)
This Consulting Services Agreement ("Agreement") is made
effective as of October 1, 1994 by and between Richard Klein
("Consultant" or "Consultant law firm") and International
Semiconductor Corporation ("ISC" or the "Company"), a Nevada
corporation.
Whereas, ISC does not separately maintain the capability to
perform all of the necessary legal, financial and investment
banking analysis services and other functions which ISC requires;
and
Whereas, ISC desires to have the benefit of the additional
legal services and investment banking advice capable of provision
by Consultant; and
NOW, THEREFORE, for and in consideration of the mutual
promises, representations and covenants contained within this
agreement the parties mutually agree as follows:
1.0 Services Provided by Consultant: Consultant law firm agrees
to provide to ISC, upon request, the following services
("Services") rendered by the internal staff and attorneys of
Consultant and its affiliates:
(a) Guidance and education concerning the application of
various S.E.C. regulations concerning the public marketplace and
the concomitant filings required of a company under the various
options;
(b) Legal advice concerning the organization and
feasibility of any merger contemplated, to include structure of
the interrelationship between the investors, the investment
bankers and the company;
(c) In-house investigation and due diligence for
preparation of a response to any investment banker undertaking
the merger contemplated, to include the review and annotation of
corporate minutes and employment agreements if necessary;
(d) Assistance and input to the 10-QSB and 10-KSB filings
of ISC as and when requested;
(e) Consultation and assistance with potential business
opportunities for ISC and a contemporaneous analysis of the
opportunity.
2.0 Miscellaneous Services: It is the intent of the parties to
this Agreement that Consultant will provide only the services
requested by ISC in connection with the investment banking, legal
documentation and securities compliance functions related to the
prospective merger targeted by ISC, and with respect to special
projects, including corporate investments, acquisitions and
divestitures. ISC will continue to bear all services of
attorneys, auditors, trustees, transfer, transfer agents and
registrars, and it is expressly understood that Consultant
assumes no liability for any expenses or services other than
those stated in Section 1.0. In addition to the fee paid to
Consultant by ISC, the Company will also reimburse Consultant
for the amount of out-of-pocket costs incurred by Consultant in
rendering such services.
3.0 Fee for Services:
(a) Issuance of Stock The Consultant, in consideration of
the services provided pursuant to this Agreement, shall be issued
upon the filing of an S-8 Registration Statement, a total of
3,500 shares of ISC's common stock (the "Shares").
(b) Registration of Shares: ISC shall register the Shares
pursuant to an S-8 Registration Statement.
(c) Release of Shares: The Shares shall be issued and
released to the Consultant upon the Effective Date of the filing
of the SEC S-8 Registration Statement.
4.0 Term of Agreement: Subject to the provisions of Section 5,
the original term of this Agreement shall be from October 1, 1994
until December 31, 1995.
5.0 Extension of Term: This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original
term unless written notification otherwise is given by Consultant
or ISC thirty (30) days in advance of its termination.
6.0 Independent Contractor: Consultant will act as an
independent contractor in the performance of duties under this
Agreement. Accordingly, Consultant will be responsible for
payment of all federal, state, and local taxes for compensation
paid under this Agreement, including income and social security
taxes, unemployment insurance, and any other taxes as may be
required.
7.0 Indemnification: Company and Consultant agree to indemnify,
defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or
incurred by either party by reason of or resulting from a breach
of any representation, warranty, covenant, condition, or
agreement of the other party to this Agreement.
8.0 Termination
(a) Termination for Disability: If, during the Term of
this Agreement, Consultant shall be unable to provide the
services as set forth above for forty (40) consecutive business
days because of incapacity, accident, bankruptcy, dissolution or
other disabling occurrence, the Company shall have the right to
terminate this Agreement upon written notice to Consultant within
ten (10) days after the end of any such 40-day period.
Termination under this provision shall be effective upon receipt
by Consultant of the written notice.
(b) Death: In the event of the death of Richard Klein
(only), this Agreement and all rights and obligations under this
Agreement may immediately be terminated, at the Company's
request. Any outstanding fees owed to Consultant shall be paid
in full to the Consultant firm.
(c) Termination for Cause: The Company shall be entitled
to terminate this Agreement for cause as defined below. If the
Company elects to do so, Consultant shall cease to receive or be
entitled to compensation as of the date of termination for cause.
"Cause" shall be defined as (i) a material act or act of fraud
committed by Consultant which is intended to result in
Consultant's personal enrichment to the detriment or at the
expense of the Company; (ii) Consultant's attorney's assigned to
this client being convicted of a felony which has a material
adverse effect on the Company or the performance of duties by
Consultant for the Company; (iii) a material breach of this
Agreement which shall continue without cure for ten (10) days
after written notice to Consultant from the Company; or (iv) any
act or condition of Consultant which in the opinion of the Board
of Directors of the Company will jeopardize the Company's public
listing with either NASDAQ or any exchange on which the Company's
stock is traded.
9.0 Inside Information - Securities Laws Violations: In the
course of his duties Consultant may become aware of information
which may be considered "inside information" within the meaning
of the Federal Securities Laws, Rules and Regulations.
Consultant acknowledges that his use of such information to
purchase or sell securities of the Company, or its affiliates, or
to transmit such information to any other party with a view to
buy, sell or otherwise deal in the securities of the Company is
prohibited by law and would constitute a breach of this Agreement
and notwithstanding the provisions of this Agreement, will result
in the immediate termination of the Agreement.
10.0 Miscellaneous
(a) Subsequent Events. Consultant and the Company each
agree to notify the other party if, subsequent to the date of
this Agreement, either party incurs obligations which could
compromise their efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in writing
executed by the parties hereto.
(c) Further Actions and Assurances. Any time and from time
to time, each party agrees to take actions and to execute and
deliver documents as may be reasonably necessary to effectuate
the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or conditions may
be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at
any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or noncompliance with this
Agreement shall be held to be a waiver of any other or subsequent
breach or non- compliance.
(e) Assignment. Neither this Agreement nor any right
created by it shall be assignable by Consultant without the prior
written consent of the Company.
(f) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United States
mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for
transmittal, or when sent by facsimile transmission charges
pre-paid, provided that the communication is addressed:
In the case of Consultant:
RICHARD KLEIN
633 Third Avenue, 16th Floor
New York, New York 10017
FAX (212) 661-3132
In the case of the Company:
International Semiconductor Corp.
2950 31st Street, Suite 240
Santa Monica, California 90405
FAX (310) 452-0076
or to such other person or address designated by the
parties to receive notice.
(g) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Agreement.
(h) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
(i) Governing Law. This Agreement was negotiated and is
being contracted for in the State of New York, and shall be
governed by the laws of the State of New York, notwithstanding
any conflict-of-law provision to the contrary.
(j) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(k) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth in this Agreement, have been
made by any party.
(l) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall remain in
full force and effect.
(m) Facsimile Counterparts. A facsimile, telecopy, or
other reproduction of this Agreement may be executed by one or
more parties hereto and such executed copy may be delivered by
facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of
any party, all parties agree to execute an original of this
Agreement as well as any facsimile telecopy or other reproduction
hereof.
SIGNATURES BEGIN ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement
to be effective on the dates detailed above.
CONSULTANT:
RICHARD KLEIN
/s/ Richard Klein
Richard Klein
INTERNATIONAL SEMICONDUCTOR CORPORATION
a Nevada corporation
/s/ Robert M. Terry
Robert M. Terry, Chairman
CONSULTING SERVICES AGREEMENT
(ATLAS PEARLMAN)
This Consulting Services Agreement ("Agreement") is made
effective as of October 1, 1994 by and between Atlas Pearlman
Trop & Borkson, P.A. ("Consultant") and International
Semiconductor Corporation ("ISC" or the "Company"), a Nevada
corporation.
Whereas, ISC does not separately maintain the capability to
perform all of the necessary legal, financial and investment
banking analysis services and other functions which ISC requires;
and
Whereas, ISC desires to have the benefit of the additional
legal services and investment banking advice capable of provision
by Consultant; and
NOW, THEREFORE, for and in consideration of the mutual
promises, representations and covenants contained within this
agreement the parties mutually agree as follows:
1.0 Services Provided by Consultant: Consultant law firm agrees
to provide to ISC, upon request, the following services
("Services") rendered by the internal staff and attorneys of
Consultant and its affiliates:
(a) Guidance and education concerning the application of
various S.E.C. regulations concerning the public marketplace and
the concomitant filings required of a company under the various
options;
(b) Legal advice concerning the organization and
feasibility of any merger contemplated, to include structure of
the interrelationship between the investors, the investment
bankers and the company;
(c) In-house investigation and due diligence for
preparation of a response to any investment banker undertaking
the merger contemplated, to include the review and annotation of
corporate minutes and employment agreements if necessary;
(d) Assistance and input to the 10-QSB and 10-KSB filings
of ISC as and when requested;
(e) Consultation and assistance with potential business
opportunities for ISC and a contemporaneous analysis of the
opportunity.
2.0 Miscellaneous Services: It is the intent of the parties to
this Agreement that Consultant will provide only the services
requested by ISC in connection with the investment banking, legal
documentation and securities compliance functions related to the
prospective merger targeted by ISC, and with respect to special
projects, including corporate investments, acquisitions and
divestitures. ISC will continue to bear all services of
attorneys, auditors, trustees, transfer, transfer agents and
registrars, and it is expressly understood that Consultant
assumes no liability for any expenses or services other than
those stated in Section 1.0. In addition to the fee paid to
Consultant by ISC, the Company will also reimburse Consultant
for the amount of out-of-pocket costs incurred by Consultant in
rendering such services.
3.0 Fee for Services:
(a) Issuance of Stock The Consultant, in consideration of
the services provided pursuant to this Agreement, shall be issued
upon the filing of an S-8 Registration Statement, a total of
7,000 shares of ISC's common stock (the "Shares").
(b) Registration of Shares: ISC shall register the Shares
pursuant to an S-8 Registration Statement.
(c) Release of Shares: The Shares shall be issued and
released to the Consultant upon the Effective Date of the filing
of the SEC S-8 Registration Statement.
4.0 Term of Agreement: Subject to the provisions of Section 5,
the original term of this Agreement shall be from January 1, 1995
until December 31, 1995.
5.0 Extension of Term: This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original
term unless written notification otherwise is given by Consultant
or ISC thirty (30) days in advance of its termination.
6.0 Independent Contractor: Consultant will act as an
independent contractor in the performance of duties under this
Agreement. Accordingly, Consultant will be responsible for
payment of all federal, state, and local taxes for compensation
paid under this Agreement, including income and social security
taxes, unemployment insurance, and any other taxes as may be
required.
7.0 Indemnification: Company and Consultant agree to indemnify,
defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or
incurred by either party by reason of or resulting from a breach
of any representation, warranty, covenant, condition, or
agreement of the other party to this Agreement.
8.0 Termination
(a) Termination for Disability: If, during the Term of
this Agreement, Consultant shall be unable to provide the
services as set forth above for forty (40) consecutive business
days because of incapacity, accident, bankruptcy, dissolution or
other disabling occurrence, the Company shall have the right to
terminate this Agreement upon written notice to Consultant within
ten (10) days after the end of any such 40-day period.
Termination under this provision shall be effective upon receipt
by Consultant of the written notice.
(b) Death: In the event of the death of Charles Pearlman
(only), this Agreement and all rights and obligations under this
Agreement may immediately be terminated, at the Company's
request. Any outstanding fees owed to Consultant shall be paid
in full to the Consultant firm.
(c) Termination for Cause: The Company shall be entitled
to terminate this Agreement for cause as defined below. If the
Company elects to do so, Consultant shall cease to receive or be
entitled to compensation as of the date of termination for cause.
"Cause" shall be defined as (i) a material act or act of fraud
committed by Consultant which is intended to result in
Consultant's personal enrichment to the detriment or at the
expense of the Company; (ii) Consultant's attorney's assigned to
this client being convicted of a felony which has a material
adverse effect on the Company or the performance of duties by
Consultant for the Company; (iii) a material breach of this
Agreement which shall continue without cure for ten (10) days
after written notice to Consultant from the Company; or (iv) any
act or condition of Consultant which in the opinion of the Board
of Directors of the Company will jeopardize the Company's public
listing with either NASDAQ or any exchange on which the Company's
stock is traded.
9.0 Inside Information - Securities Laws Violations: In the
course of his duties Consultant may become aware of information
which may be considered "inside information" within the meaning
of the Federal Securities Laws, Rules and Regulations.
Consultant acknowledges that his use of such information to
purchase or sell securities of the Company, or its affiliates, or
to transmit such information to any other party with a view to
buy, sell or otherwise deal in the securities of the Company is
prohibited by law and would constitute a breach of this Agreement
and notwithstanding the provisions of this Agreement, will result
in the immediate termination of the Agreement.
10.0 Miscellaneous
(a) Subsequent Events. Consultant and the Company each
agree to notify the other party if, subsequent to the date of
this Agreement, either party incurs obligations which could
compromise their efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in writing
executed by the parties hereto.
(c) Further Actions and Assurances. Any time and from time
to time, each party agrees to take actions and to execute and
deliver documents as may be reasonably necessary to effectuate
the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or conditions may
be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at
any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or noncompliance with this
Agreement shall be held to be a waiver of any other or subsequent
breach or non- compliance.
(e) Assignment. Neither this Agreement nor any right
created by it shall be assignable by Consultant without the prior
written consent of the Company.
(f) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United States
mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for
transmittal, or when sent by facsimile transmission charges
pre-paid, provided that the communication is addressed:
In the case of Consultant:
ATLAS PEARLMAN TROP & BORKSON
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
FAX (305) 523-1952
In the case of the Company:
International Semiconductor Corp.
2950 31st Street, Suite 240
Santa Monica, California 90405
FAX (310) 452-0076
or to such other person or address designated by the parties to
receive notice.
(g) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Agreement.
(h) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
(i) Governing Law. This Agreement was negotiated and is
being contracted for in the State of Florida, and shall be
governed by the laws of the State of Florida, notwithstanding any
conflict-of-law provision to the contrary.
(j) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(k) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth in this Agreement, have been
made by any party.
(l) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall remain in
full force and effect.
(m) Facsimile Counterparts. A facsimile, telecopy, or
other reproduction of this Agreement may be executed by one or
more parties hereto and such executed copy may be delivered by
facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of
any party, all parties agree to execute an original of this
Agreement as well as any facsimile telecopy or other reproduction
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
to be effective on the dates detailed above.
CONSULTANT:
ATLAS PEARLMAN TROP & BORKSON
/s/ Charles Pearlman
Charles Pearlman, Partner
INTERNATIONAL SEMICONDUCTOR CORPORATION
a Nevada corporation
/s/ Robert M. Terry
Robert M. Terry, Chairman
CONSULTING SERVICES AGREEMENT
(ARIK MAKLEFF)
This Consulting Services Agreement ("Agreement") is made
effective as of September 1, 1995 by and between Arik Makleff
("Consultant") and International Semiconductor Corporation ("ISC"
or the "Company"), a Nevada corporation.
Whereas, ISC does not separately maintain the capability to
perform all of the necessary management, financial and
operational guidance services and other functions which ISC
requires; and
Whereas, ISC desires to have the benefit of an independent
consultant aiding in the Israeli management of the Company, which
advice
is capable of provision by Consultant; and
NOW, THEREFORE, for and in consideration of the mutual
promises, representations and covenants contained within this
agreement the parties mutually agree as follows:
1.0 Services Provided by Consultant: Consultant agrees to
provide to ISC, upon request, the following services ("Services")
rendered by Consultant and his affiliates:
(a) Advising the Company in its relations to Israel and
Israeli sources, liaison with management of the Company's
primary subsidiary, GAD Semiconductors, Ltd., and assessment of
the financial capabilities and commitments of various foreign
investors and investment banking institutions providing money to
the Company;
(b) Day to day guidance on the nominal operations of the
subsidiary company and its international interrelationships with
the various service providers engaged to accomplish specific
goals, such as accountants, lawyers, marketing consultants,
investment bankers, brokerage firms and public relations houses;
(c) Assistance and introduction to potential clients for
marketing purposes, such as Motorola, IXYS, and similar
companies;
2.0 Miscellaneous Services: It is the intent of the parties to
this Agreement that Consultant will provide only the services
requested by ISC in connection with the management, investment
banking, legal, accounting and securities compliance functions
related to the offerings and operations of ISC, and with respect
to special projects, including corporate investments,
acquisitions and divestitures. ISC will continue to bear the
expenses of all services of attorneys, auditors, trustees,
transfer, transfer agents and registrars, and it is expressly
understood that Consultant assumes no liability for any expenses
or services other than those stated in Section 1.0. In addition
to the fee paid to Consultant by ISC, the Company will also
reimburse Consultant for the amount of out-of-pocket costs
incurred by Consultant in rendering such services.
3.0 Fee for Services:
(a) Agreed Payment: Consultant will receive a monthly fee
of $7,500, plus costs advanced, for Consultant's services. This
fee will continue monthly for a period of one year, which may be
cancelled at the discretion of the Company at any time during
that period upon 30 day's notice to Consultant.
(b) Issuance of Stock: As payment for services and costs,
ISC has agreed to place a block of 80,000 shares of free trading
company stock in the Consultant's name with West America
Securities. At least once a month, the Consultant will send ISC
a statement for the retainer and any costs incurred in the
previous month. An officer of ISC will approve the statement and
notify West America Securities of the approved amount, at which
time, unless otherwise directed by the Consultant, sufficient
company stock, net of commission, shall then be liquidated
forthwith at the prevailing market rate to satisfy such
statement. At the conclusion of the consulting agreement, any
unused stock will be returned to the Company.
(c) Registration of Shares: ISC shall register the Shares
pursuant to an S-8 Registration Statement.
(d) Release of Shares: The Shares shall be issued and
released to the Consultant upon the Effective Date of the filing
of the SEC S-8 Registration Statement. If additional shares are
required in the future to satisfy the terms of this agreement,
they will be issued upon mutual agreement of the Company and the
Consultant.
4.0 Term of Agreement: Subject to the provisions of Section 5,
the original term of this Agreement shall be from October 1, 1995
until September 30, 1996.
5.0 Extension of Term: This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original
term unless written notification otherwise is given by Consultant
or ISC thirty (30) days in advance of its termination.
6.0 Independent Contractor: Consultant will act as an
independent contractor in the performance of duties under this
Agreement. Accordingly, Consultant will be responsible for
payment of all federal, state, and local taxes for compensation
paid under this Agreement, including income and social security
taxes, unemployment insurance, and any other taxes as may be
required.
7.0 Indemnification: Company and Consultant agree to indemnify,
defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or
incurred by either party by reason of or resulting from a breach
of any representation, warranty, covenant, condition, or
agreement of the other party to this Agreement.
8.0 Termination
(a) Termination for Disability: If, during the Term of
this Agreement, Consultant shall be unable to provide the
services as set forth above for forty (40) consecutive business
days because of incapacity, accident, bankruptcy, dissolution or
other disabling occurrence, the Company shall have the right to
terminate this Agreement upon written notice to Consultant within
ten (10) days after the end of any such 40-day period.
Termination under this provision shall be effective upon receipt
by Consultant of the written notice.
(b) Death: In the event of the death of Consultant, this
Agreement and all rights and obligations under this Agreement may
immediately be terminated, at the Company's request. Any
outstanding fees owed to Consultant shall be paid in full to the
Consultant's estate.
(c) Termination for Cause: The Company shall be entitled
to terminate this Agreement for cause as defined below. If the
Company elects to do so, Consultant shall cease to receive or be
entitled to compensation as of the date of termination for cause.
"Cause" shall be defined as (i) a material act or act of fraud
committed by Consultant which is intended to result in
Consultant's personal enrichment to the detriment or at the
expense of the Company; (ii) Consultant's attorney's assigned to
this client being convicted of a felony which has a material
adverse effect on the Company or the performance of duties by
Consultant for the Company; (iii) a material breach of this
Agreement which shall continue without cure for ten (10) days
after written notice to Consultant from the Company; or (iv) any
act or condition of Consultant which in the opinion of the Board
of Directors of the Company will jeopardize the Company's public
listing with either NASDAQ or any exchange on which the Company's
stock is traded.
9.0 Inside Information - Securities Laws Violations: In the
course of its duties Consultant may become aware of information
which may be considered "inside information" within the meaning
of the Federal Securities Laws, Rules and Regulations.
Consultant acknowledges that its use of such information to
purchase or sell securities of the Company, or its affiliates, or
to transmit such information to any other party with a view to
buy, sell or otherwise deal in the securities of the Company is
prohibited by law and would constitute a breach of this Agreement
and notwithstanding the provisions of this Agreement, will result
in the immediate termination of the Agreement.
10.0 Miscellaneous
(a) Subsequent Events. Consultant and the Company each
agree to notify the other party if, subsequent to the date of
this Agreement, either party incurs obligations which could
compromise their efforts and obligations under this Agreement.
(b) Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in writing
executed by the parties hereto.
(c) Further Actions and Assurances. Any time and from time
to time, each party agrees to take actions and to execute and
deliver documents as may be reasonably necessary to effectuate
the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or conditions may
be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at
any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or noncompliance with this
Agreement shall be held to be a waiver of any other or subsequent
breach or non- compliance.
(e) Assignment. Neither this Agreement nor any right
created by it shall be assignable by Consultant without the prior
written consent of the Company.
(f) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the Untied States
mails for transmittal by certified or registered mail, postage
prepaid, or when deposited with a public telegraph company for
transmittal, or when sent by facsimile transmission charges
pre-paid, provided that the communication is addressed:
In the case of Consultant:
ARIK MAKLEFF
2950 31st Street, Suite 240
Santa Monica, California 90405
In the case of the Company:
International Semiconductor Corp.
2950 31st Street, Suite 240
Santa Monica, California 90405
FAX (310) 452-0076
or to such other person or address designated by the parties to
receive notice.
(g) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Agreement.
(h) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
(i) Governing Law. This Agreement was negotiated and is
being contracted for in the State of California, and shall be
governed by the laws of the State of California, notwithstanding
any conflict-of-law provision to the contrary.
(j) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(k) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any and all
prior agreements arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth in this Agreement, have been
made by any party.
(l) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall remain in
full force and effect.
(m) Facsimile Counterparts. A facsimile, telecopy, or
other reproduction of this Agreement may be executed by one or
more parties hereto and such executed copy may be delivered by
facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of
any party, all parties agree to execute an original of this
Agreement as well as any facsimile telecopy or other reproduction
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
to be effective on the dates detailed above.
CONSULTANT:
ARIK MAKELFF
/s/ Arik Makleff
Arik Makleff, Individually
INTERNATIONAL SEMICONDUCTOR CORPORATION
a Nevada corporation
/s/ Robert M. Terry
Robert M. Terry, Director
/s/ Jerome Saver
Jerry Saver, Director
/s/ Jules Pier
Jules Pier, Director
FEE AGREEMENT FOR LEGAL SERVICES
This agreement is between International Semiconductor Corp.
("ISC" or the "Company") and Dieterich & Associates ("Lawyers").
Dieterich & Associates have agreed to provide legal services
to ISC with respect to any and all legal matters or special
projects referred to the Law Firm by ISC from time to time, to
include at least the filing of the 10-QSB, 10-KSB, any S-8, or 8-
K's, and similar documentation with the various reporting
agencies monitoring the activities of the Company.
Professional Fees
The Law Firm has agreed to a monthly retainer for the above-
described services of $7,500. This retainer will cover the
services of any lawyers assigned by the firm to complete the
services required. No additional fees shall be charged for
secretarial services, clerical services or domestic telephone
calls.
Costs and Expenses
ISC understands that in the course of representation, it may
be necessary for the Law Firm to incur certain costs or expenses.
ISC will reimburse the Firm for certain costs or expenses
actually incurred and reasonably necessary for completing the
assigned matters, so long as the charges for costs and expenses
are competitive with other sources of the same products or
services, and for all filing fees incurred on behalf of the
Company. Travel expenses will be reimbursed, but only if
pre-approved by the Company.
Payment
As payment for services and costs, ISC has agreed to place a
block of 80,000 shares of free trading company stock in the Law
Firm's name with West America Securities. At least once a month,
the Law Firm will send ISC a statement for the retainer and any
costs incurred in the previous month. An officer of ISC will
approve the statement and notify West America Securities of the
approved amount, at which time, unless otherwise directed by the
Law Firm, sufficient company stock, net of commission, shall then
be liquidated forthwith at the prevailing market rate to satisfy
such statement.
If in the course of the representation, all of the stock is
liquidated, a new block of stock sufficient to cover projected
fees and costs, in an amount contemporaneously agreed to by the
parties, will again be placed with the brokerage firm, under the
terms and conditions outlined above. At the conclusion of the
Firm's representation, and payment of all final fees and costs,
any unused stock shall forthwith be returned to ISC.
ISC has agreed to promptly register such blocks of stock
pursuant to Form S-8 at its own expense and deliver such stock to
the brokerage firm upon the filing and effectiveness of the Form
S- 8 Registration Statement.
Involvement of the Company
ISC expects to be kept closely involved with the progress of
any services rendered by the Firm to the Company and be apprised
of all material developments in any matters for which the Firm is
providing services, and in the case of litigation or
administrative proceedings, will be provided with sufficient
notice to enable a representative to attend meetings,
conferences, hearings and other proceedings. A copy of all
correspondence in the course of the representation will be
forwarded to the Company.
Termination
ISC shall have the right to terminate the Firm's
representation at any time upon 30 days' notice, however, it is
the current expectation of the parties that the representation is
for a period of one year, to be renewed annually at the mutual
consent of the parties.
The laws of the State of California shall govern the
interpretation of this agreement, including all rules or codes of
ethics which apply to the provision of services. All disputes
between the client and the Firm arising out of this engagement
which cannot be settled, shall be resolved through binding
arbitration in Los Angeles, California.
To be effective the 1st day of September, 1995.
INTERNATIONAL SEMICONDUCTOR CORP.
a Nevada corporation
By: /s/ Robert M. Terry
Robert M. Terry, Chairman
Agreed:
DIETERICH & ASSOCIATES
By: /s/ Christopher H. Dieterich
Christopher H. Dieterich
Partner
OPINION LETTER
(Dieterich & Associates)
Robert M. Terry April 2, 1996
INTERNATIONAL SEMICONDUCTOR CORP.
5374 Village Road
Long Beach, California 90808
Re: Legal Opinion for S-8 Registration Statement
Dear Mr. Terry:
At your request, I have examined the form of Registration
Statement No. 33-____ which International Semiconductor Corp (the
"Company") is filing with the Securities and Exchange Commission,
on Form S-8 (the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of
295,000 shares of your Common Stock (the "Stock") issuable
pursuant to satisfaction of conditions set forth in the
agreements with the various officers and consultants to the
Company (the "Consulting Agreements").
In rendering the following opinion, I have examined and
relied only upon the documents, and certificates of officers and
directors of the Company as are specifically described below. In
my examination, I have assumed the genuineness of all signatures,
the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies.
My examination was limited to the following documents and no
others:
1. Certificate of Incorporation of the Company, as amended
to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the
Company authorizing entry into the various employee, officer and
consultant agreements;
4. The Registration Statement;
5. The agreements with the entities and individuals for
shares being registered in the Registration Statement.
I have not undertaken, nor do I intend to undertake, any
independent investigation beyond such documents and records, or
to verify the adequacy or accuracy of such documents and records.
Based upon the foregoing, it is my opinion that: (i) the Stock
to be issued under the agreements, subject to effectiveness of
the Registration Statement and compliance with applicable blue
sky laws, and execution of the various Consulting Agreements in
accordance with the contracts as contemplated, when issued, will
be duly and validly authorized, fully paid and non-assessable;
and (ii) no consent, approval, order or authorization of any
regulatory board, agency, or instrumentality having jurisdiction
over the Company or its properties (other than registration under
the Act or qualification under state securities or Blue Sky laws
or clearance from the NASD) is required for the valid
authorization, issuance and delivery of the Stock, or, if
required, it has been obtained and is in full force and effect.
I express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the stock delivered upon
fulfillment of the agreements is proposed to be offered and sold
or as to the effect, if any, which non-compliance with such laws
might have on the validity of issuance of the stock.
I consent to the filing of this opinion as an exhibit to any
filing made with the Securities and Exchange Commission or under
any state or other jurisdiction's securities act for the purposes
of registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the stock issued
as described in the Registration Statement in connection with the
offering described therein. Other than as provided in the
preceding sentence, this opinion (i) is addressed solely to you,
(i) may not be relied upon by any other party, (iii) covers only
matters of federal law and nothing in this opinion shall be
deemed to imply any opinion related to the laws of any other
jurisdiction, (iv) may not be quoted or reproduced or delivered
by you to any Other person, and (v) may not be relied upon for
any other purpose whatsoever. Nothing in this opinion shall be
deemed to relate to or constitute an opinion concerning any
matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that
I am an expert with respect to any part of the Registration
Statement within the meaning of the term "expert" as used in
Section 11 of the Securities Act of 1993, as amended, or the
Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this
letter. I disclaim any undertaking to advise you of changes
which may be brought to my attention after the effective date of
the Registration Statement.
Very truly yours,
/s/ Christopher H. Dieterich
Christopher H. Dieterich
BAVLY MILNER LETTERHEAD
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) and related
Prospectus pertaining to shares of common stock of International
Semiconductor Corp. and to the incorporation by reference therein
of our report dated March 30, 1995 with respect to the financial
statements and schedules of International Semiconductor Corp.
included and incorporated by reference in its Annual Report (Form
10-KSB) for the year ended December 31, 1994 filed with the
Securities and Exchange Commission
/s/ Bavly Milner
Udi Erez, Partner
Bavly Milner
