SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GROUP V CORPORATION (formerly,
NuOasis Gaming, Inc.)
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4176781
State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
550 15th Street, San Francisco, CA 94103
(Address of Principal Executive Offices, including ZIP Code)
Consulting or Employment Agreements with Morris Gore; Skjerven, Morril,
MacPherson, Franklin & Freil, LLP; OTC Communications, Inc.; Archer &
Weed; Wilke, Fleury, Hoffelt, Gould & Birney; and Marci Milne McCann
(Full title of the plan)
Joseph Monterosso, 550 15th Street, San
Francisco, CA 94103
(Name and address of agent for service)
(415) 575-0222
(Telephone number, including area code, of agent for service)
[GROUP\FS8:SEPT97.FS8]-6
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum Amount of
Title of Securities Amount of Maximum Offering Aggregate Registration
to be Registered Shares Price Per Share(1) Offering Price(1) Fee
to be Registered
<S> <C> <C> <C>
$.01 par value
Common Stock 240,000 $.23 $55,200 $19.03
$.01 par value
Common Stock 110,000 $.23 $25,300 $8.72
$.01 par value
Common Stock 1,100,000 $.23 $253,000 $87.21
$.01 par value
Common Stock 150,000 $.23 $34,500 $11.89
$.01 par value
Common Stock 100,000 $.23 $23,000 $7.93
$.01 par value
Common Stock 275,000 $.23 $63,250 $21.80
TOTALS 1,975,000 -- $454,250 $156.58
</TABLE>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of either (a) the average of
the high and low prices per share of the Common Stock as of a date within
five business days prior to the filing of this Registration Statement or
(b) the price at which the options described herein may be exercised.
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<PAGE>
PROSPECTUS
GROUP V CORPORATION (formerly NuOasis Gaming, Inc.)
550 15th Street, San Francisco, CA 94103
(415) 575-0222
(1,975,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by Group V Corporation,
(formerly, NuOasis Gaming, Inc., a Delaware corporation (the "Company"), of
shares of its $.01 par value per share common stock (the "Common Stock") to
certain consultants (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 therefore, to the
Consultants 1,975,000 shares of the Common Stock in consideration for services
rendered (the "Fee Shares").
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 1933 (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, no shares of Common Stock are being sold to
"affiliates" of the Company. 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 Resales").
The Common Stock is listed on the OTC bulletin board under the symbol "GRPV".
----------------
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 November 12, 1997
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This Prospectus is part of a Registration Statement which was filed and
became 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 been omitted 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 by 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: Group V Corporation,
550 15th Street, San Francisco, CA 94103 Telephone: (415) 575-0222.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates.
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 person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of the Company since the date hereof.
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<PAGE>
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS .............. 6
ITEM 1. PLAN INFORMATION .......................................... 6
GENERAL INFORMATION ............................................ 6
The Company .................................................... 6
Purposes ....................................................... 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 7
Legal Opinion and Experts ...................................... 7
Indemnification of Officers and Directors ...................... 7
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ................ 8
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ................... 8
ITEM 4. DESCRIPTION OF SECURITIES ................................. 8
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL .................... 8
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ................ 8
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ....................... 9
ITEM 8. EXHIBITS .................................................. 9
ITEM 9. UNDERTAKINGS .............................................. 11
SIGNATURES ........................................................ 13
EXHIBIT INDEX ..................................................... 14
[GROUP\FS8:SEPT97.FS8]-6
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at: 550 15th Street,
San Francisco, CA 94103 Telephone (415)575-0222.
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 1,975,000 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 exercise
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.
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<PAGE>
Restrictions on 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 on
Form 10-KSB for the year ended June 30, 1997, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Forms 10-Q (or 10- QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other reports filed under Section 13 of the Exchange Act, and the
Company's Form 8-K filing, 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 thereof 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: Group V Corporation, 550 15th Street, San Francisco, CA 94103
Telephone (415) 575-0222.
Legal Opinion and Experts
Archer & Weed has rendered an opinion on the validity of the securities
being registered. Archer & Weed is not an "affiliate" of the Company. Archer &
Weed will receive 150,000 shares registered herein.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
[GROUP\FS8:SEPT97.FS8]-6
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<PAGE>
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 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 $.01 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
The financial statements for the year ended June 30, 1997 incorporated by
reference in this Prospectus have been audited by Haskell & White LLP,
independent certified public accountants, to the extent and for the periods set
forth in its report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
The financial statements for the year ended June 30, 1996 incorporated by
reference in this Prospectus have been audited by Raimondo, Pettit and Glassman,
independent certified public accountants, to the extent and for the periods set
forth in its report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees, or agents of the Company
against expenses, including attorney's fees, actually and reasonably incurred by
such persons in connection with the defense of any action, suit or proceeding in
which such person is a party by reason of his being or having been a director,
officer, employee, or agent of the Company, or of any corporation, partnership,
joint venture, trust or other enterprise in which he served as such at the
request of the Registrant, provided that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal
[GROUP\FS8:SEPT97.FS8]-6
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action or proceeding, had no reasonable cause to believe his conduct was
unlawful, and provided further (if corporation) that he shall not have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation (unless the court determines that indemnity would
nevertheless be proper under the circumstances). These provisions may be
sufficiently broad to indemnify such persons for liabilities arising under the
Securities Act of 1933. In addition, Section 102(b)(7) of the Delaware General
Corporation Law and the Company's Certificate of Incorporation provide that a
director of this corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for paying a dividend or approving a stock repurchase in violation of
Section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper personal benefit.
The Company's Certificate of Incorporation and By-Laws contain provisions
that no director of the Company shall be liable to the Company for monetary
damages for breach of fiduciary duty as a director involving any act or omission
of such director other than (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) in respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit.
The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i) -
(iv) of the proceeding sentence.
These provisions will not affect the validity of injunctive relief against
directors of the Company (although such relief may not always be available as a
practical matter) nor will it limit directors liability for violations of
federal securities laws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
1. Not required.
2. Not required
3. Not required
4. Not applicable.
5. Opinion of Archer & Weed regarding the legality of the
securities registered.
6. Not required.
[GROUP\FS8:SEPT97.FS8]-6 9
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Exhibit No. Title
7. Not required.
8. Not required
9. Not required.
10. A. Consulting Agreement with Morris Gore
B. Consulting Agreement with Skjerven, Morril,
MacPherson & Freil, LLP(1)
C. Consulting Agreement with OTC Communications(2)
D. Consulting Agreement with Archer & Weed(1)
E. Fee Agreement with Wilke, Fleury, Hoffelt,
Gould & Birney
F. Fee Agreement with Marci Milne McCann
11. Not required
12. Not required
13. Not required.
14. Not required.
15. Not required.
16. Not required.
17. Not required.
18. Not required.
19. Not required.
20. Not required
21. Not required.
22. Not required.
23. Not required
24.1 Consent of Archer & Weed, special counsel to
Registrant, to the use of its opinion with respect to
the legality of the securities being registered hereby
and to the references to it in the Prospectus filed
as a part hereof
24.2 Consent of Haskell & White LLP
24.3 Consent of Raimondo, Pettit & Glassman
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
29. Not applicable.
------------------------------------------
(1) Previously filed by the Registrant in a Registration Statement on Form S-8
filed May 12, 1997, File No. 33-87102.
(2) Previously filed by the Registrant in a Registration Statement on Form S-8
filed December 7, 1994, File No. 33-87102.
[GROUP\FS8:SEPT97.FS8]-6
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Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other 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 paragraph is incorporated by reference from period 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 14e-3 under the Securities Exchange Act of 1934;
and, where interim financial information require 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,
[GROUP\FS8:SEPT97.FS8]-6
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<PAGE>
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.
[GROUP\FS8:SEPT97.FS8]-6
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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 San Francisco, State of California on the 12th day of
November, 1997.
GROUP V CORPORATION
(formerly, NuOasis Gaming, Inc.)
(Registrant)
By: /s/ Joseph Monterosso
Joseph Monterosso, President and Chairman
Group V Corporation and
National Pools Corporation
By: /s/ Dennis D. Houston
Dennis D. Houston, Chief Operating Officer,
National Pools Corporation and Director,
Group V Corporation
By: /s/ Leland Rees
Leland Rees, Director, Group V Corporation
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/ Joseph Monterosso President November 12, 1997
Joseph Monterosso and Chairman, Group V
Corporation and National
Pools Corporation
/s/ Steven H. Dong Chief Financial Officer November 12, 1997
Steven H. Dong and Principal Accounting
Officer, Group V Corporation
/s/ Dennis D. Houston Chief Operating Officer, November 12, 1997
Dennis D. Houston National Pools Corporation and
Director, Group V Corporation
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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-K and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration
Statement Description
- --------- -----------
5. Opinion of Counsel
10. A. Consulting Agreement with Morris Gore
B. Consulting Agreement with Skjerven, Morril, MacPherson & Freil,
LLP(1)
C. Consulting Agreement with OTC Communications, Inc.(2)
D. Consulting Agreement with Archer & Weed (1)
E. Fee Agreement with Wilke, Fleury, Hoffelt, Gould & Birney
F. Fee Agreement with Marci Milne McCann
24.1 Consent of Archer & Weed, special counsel to the Registrant, to the
use of its opinion with respect to the legality of the securities
being registered hereby and to the references to it in the Prospectus
filed as a part hereof.
24.2 Consent of Haskell & White LLP
24.3 Consent of Raimondo, Pettit & Glassman
-------------------------------------------------------------------------------
(1) Previously filed by the Registrant in a Registration Statement on Form S-8
filed May 12, 1997, File No. 33-87102.
(2) Previously filed by the Registrant in a Registration Statement on Form S-8
filed December 7, 1994, File No. 33-87102.
[GROUP\FS8:SEPT97.FS8]-6
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EXHIBIT 5.
OPINION OF COUNSEL
15
<PAGE>
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
November 12, 1997
Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
550 15th Street
San Francisco, CA 94103
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for Group V Corporation (formerly,
NuOasis Gaming, Inc.) a Delaware corporation (the "Company") in connection with
the preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, (the "Act") of a
registration statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of 1,975,000 shares of Common Stock, $.01 par value (the
"Common Stock") to consultants or employees of the Company, in consideration for
services performed and to be performed on behalf of the Company under the terms
and conditions of certain consulting agreements (the "Consulting Agreements").
As special counsel for the Company, I have examined the Company's articles
of incorporation, bylaws, minute book, and certain other corporate records. For
the purpose of the opinions expressed below, I have also examined the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering the Common
Stock in this offering.
In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
16
<PAGE>
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
November 12, 1997
Page 2
In rendering this opinion, I have assumed, without independently verifying
such assumptions, and this opinion is based and conditioned upon the following:
(i) the genuineness of the signatures on and the enforceability of all
instruments, documents and agreements examined by me and the authenticity of all
documents furnished for my examination as originals and the conformity to the
original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Delaware; and (vi) Group V
Corporation will be operated in accordance with the terms of its charter
documents and the laws of the State of Delaware and the terms of the instruments
or documents referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, the
jurisdiction of its incorporation.
2. The terms and provisions of the Common Stock conform to the description
thereof contained in the Registration Statement, and the form of the stock
certificates used to evidence the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and the
sale of the shares of Common Stock in this offering has been duly and validly
authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
4. Based upon the opinion of defense counsel for the Company, there are no
suits, proceedings or actions known to me which are threatened or pending
against the Company in any court or before or by any governmental body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise), business operations, income, properties or business
prospects, except as set forth in or contemplated by the Prospectus, or by the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997
as filed with the Securities and Exchange Commission.
5. 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 Common Stock or, if required,
it has been obtained and is in full force and effect.
I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in Delaware, the state of incorporation of
the Company, or in any other jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein
17
<PAGE>
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
November 12, 1997
Page 3
are with respect to federal law only and, to the extent my opinions are derived
from the laws of other jurisdictions, are based upon an examination of all
relevant authorities and the documents referenced herein and are believed to be
correct. However, except for pending litigation or claims matters, I have not
directly obtained legal opinions as to such matters from attorneys licensed in
such other jurisdictions. No opinion is expressed upon any conflict of law
issues. My opinions are qualified to the extent that enforcement of rights and
remedies are subject to bankruptcy, insolvency, fraudulent conveyance,
moratorium, and other laws of general application or equitable principles
affecting the rights and remedies of creditors and security holders and to the
extent that the availability of the remedy of specific performance or of
injunctive relief is subject to the discretion of the court before which any
proceeding may be brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
This opinion is furnished by me to you as special counsel for the Company
and it is solely for your benefit. This opinion is not to be used, circulated,
quoted or otherwise referred to in whole or in part for any purpose, other than
as set forth in my written consent.
Very truly yours,
/s/ Richard O. Weed
Richard O. Weed
18
<PAGE>
EXHIBIT 10A.
CONSULTING AGREEMENT WITH MORRIS GORE
19
<PAGE>
October 21, 1997
VIA FEDERAL EXPRESS
Group V Corporation
550 15th Street
San Francisco, California 94103
RE: FEE Agreement - Group V Corporation
Gentlemen:
Consistent with our recent discussions, I am confirming that I have
been retained by Group V Corporation (the "Company" or "Group V") to act on
Group V's behalf on certain disputes and litigation matters, and any other
related or unrelated matters which you might subsequently refer to me. I will
assume that Group V's retention is pursuant to our understanding that the charge
for my services will be billed at my normal rate of $150 dollars per hour. This
does not include costs, which are billed separately.
As payment for my services and costs, Group V has suggested, and I have
agreed, that the Company place a block of 50,000 shares of free-trading Company
stock, currently valued at approximately $ per share, in my name with a local
Texas branch of a national securities broker. At least once per month, I will
send Group V my statement for fees and costs, with written notice to the
brokerage firm of the dollar amount of such statement. Unless objection is made
to my bill, sufficient Company stock, net of commission, shall then be
liquidated forthwith at the prevailing market price to satisfy such statement.
In the course of my representation of the Company, if 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 same terms and conditions as enumerated
above. At the conclusion of my representation of the Company and the payment of
all final fees and costs, any unused stock shall forthwith be returned to the
Company.
Your Company shall also promptly register such blocks of stock pursuant to
a Form S-8 at its own expense and deliver such stock to the brokerage firm upon
the filing and effectiveness of the respective Form S-8.
I will perform the legal services in these disputes and litigation matters
on Group V's behalf faithfully and with due diligence. I am authorized to pay
any of Group V's bills associated with these matters, whether incurred by Group
V or me as long as they are authorized by Group V, directly from the proceeds of
fees received or monies or stock deposited with me, but I have no legal
obligation to pay them. Whether these bills are paid by me or not, you shall
remain liable for them at all times until discharged in full.
I will give you at least thirty (30) days' advance notice of any change in
my billing rate, which may be periodically increased to accommodate increases in
the cost of operation. I charge in fifteen (15) minute increments, with a
minimum of one-forth (1/4) of an hour for any single item. All bills will
reflect the hourly charges on any single billed amount.
<PAGE>
20
Group V Corporation
October 21, 1997
Page 2
I will customarily include in my monthly bills charges for photocopies, and
postage, long distance telephone calls, fax transmissions, mileage, parking and
other "out-of-pocket" expenses. Furthermore, all costs which I deem reasonably
necessary in the prosecution of these cases (e.g., filing fees, service of
process fees, deposition costs, duplication of documents, expert witness fees,
etc.) will be at Group V's expense. It is my practice to send periodic
statements no less frequently than monthly but, depending on the nature and
magnitude of the services, I may bill more frequently.
You agree that I may withdraw as Group V's legal representative upon
written notice being sent to Group V in the event any bill is not paid within
thirty (30) days after mailing, if Group V has refused to follow my advice, or
if Group V has refused to cooperate with me in my representation of Group V.
We both agree that if a dispute should arise as to the amount of fees owed,
either of us may require that the dispute be submitted to the Fee Arbitration
Committee of the Texas Bar Association. In order to avoid costly litigation over
legal fees and costs, we both agree to be bound by their decision. Such decision
may be submitted to a court of competent jurisdiction for entry of judgment and
enforcement.
It is agreed that Group V will bear all costs of collection, including
reasonable attorney's fees, if payments are not made as agreed. You warrant and
acknowledge that the Company has the financial ability to pay all fees, costs
and expenses contemplated by this Agreement. The receipt by you of a fully
executed copy of this Agreement is evidenced by your signature below.
This Fee Agreement shall be deemed to be made under and in accordance with
the laws of the State of Texas, and Texas shall be deemed to be the proper venue
of any disputes regarding same. If any provision hereof shall be deemed or held
to be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement shall not be affected or rendered invalid, illegal or unenforceable
thereby. The Board of Directors of Group V Corporation shall also expressly
adopt and approve the Fee Agreement as soon as reasonably practical.
If the foregoing is agreeable, please indicate your Company's approval by
dating and signing below and then promptly return an original to me. The second
duplicate original enclosed herewith is for the Company's files. Upon receipt of
a fully executed original hereof, I will continue work on these matters.
I look forward to representing Group V Corporation relative to these and
other matters. Please feel free to contact me at any time if you have questions
about the contents of this letter or the progress of any of the above-referenced
lawsuits. Sincerely,
/s/ Morris C. Gore
Morris C. Gore
21
<PAGE>
Group V Corporation
October 21, 1997
Page 3
APPROVAL
Read, understood and approved this 21st day of October, 1997.
GROUP V CORPORATION,
a Delaware Corporation
By: /s/ Joseph Monterosso
Name: Joseph Monterosso
Title: President
ATTEST:
- --------------------------
22
<PAGE>
EXHIBIT 10E.
FEE AGREEMENT WITH WILKE, FLEURY, HOFFELT, GOULD & BIRNEY
23
<PAGE>
WILKE, FLEURY, HOFFELT, GOULD & BIRNEY
TWENTY-SECOND FLOOR
400 CAPITOL MALL
SACRAMENTO, CALIFORNIA 95814
TELEPHONE TELECOPIER
(916) (916) 442-6664
March 28, 1994
SENT VIA FACSIMILE
FOLLOWED BY PRIORITY MAIL
Mr. Joseph Monterosso
President
National Pools Corporation
655 Montgomery Street, Suite 1200
San Francisco, CA 94111
Re: Project Retention
Dear Joe:
This letter, when fully executed, will confirm National Pools Corporation's
("NPC") retention of this firm to assist it in securing legal review of its
services to be provided to purchasers of California State Lottery ("CSL")
tickets. Said services include coordinating the formation of groups or "pools"
of purchasers of CSL tickets. NPC seeks to obtain an opinion or opinions
rendered by the Legislative Counsel, the Attorney General, or both, to afford
NPC the best possible assurances that its business plan and proposed services
are lawful and permissible in California.
We will perform this project on an hourly basis. This will give you the
greatest project accountability and cost management throughout the project term.
Our standard hourly professional fees range from $100.00 to $225.00 per hour. In
view of the personnel we envision managing this project, principally Alan
Perkins and myself, at $185.00 per hour and $160.00 per hour, respectively, we
estimate an average hourly cost in this matter of approximately $175.00 per
hour.
We project that revising the considerable work already done by Mr. Adkins,
and reshaping the opinion issues to be presented, initially, to the Legislative
Counsel, may take between 25 and 30 hours, with professional fees ranging from
approximately $4,375.00 to $5,250.00.
We anticipate a substantial number of opportunities to work with the
Legislative Counsel as the opinion request is handled by that office, on the
order of 10 to 20 hours in follow-up, with professional fees ranging from
approximately $1,750.00 to $3,500.00. We estimate that this work would arise
over approximately a sixty (60) to ninety (90) day period which Legislative
Counsel may take to provide its opinion. We would, of course, provide any
assistance possible to Counsel to promote the earliest possible issuance of an
opinion.
24
<PAGE>
Mr. Joseph Monterosso
President
National Pools Corporation
March 28, 1994
Page 2
Once an opinion is issued by the Legislative Counsel, we anticipate only
relatively minor revisions to the basic opinion request prior to submission of
same to the Attorney General. Professional services of approximately 10 hours,
with fees of $1,750.00, as our estimate here. Finally, we anticipate minimum
project follow-up opportunities with the Attorney General, perhaps on the order
of 5 hours, with fees of $875.00. Thus, we calculate that this project is not
likely to exceed approximately $12,000.00 in total professional fees. However,
this represents neither a project cost cap nor a guarantee.
Obviously, we cannot, have not, offered or made any guarantees as to the
outcome of this effort. With the company's cooperation and assistance, we will
utilize our best efforts on behalf of NPC to achieve the best possible result in
this matter. Also, a recently enacted law requires that we advise you that we
maintain errors and omissions insurance coverage applicable to the services to
be rendered in this matter.
Accordingly, if all of the above meets with your approval, please sign
and date the original of this letter in the spaces provided below and return it
in the enclosed pre-addressed envelope. Please keep the enclosed copy for your
records. Should you have any questions, please do not hesitate to call me. I
will keep you and any other party at NPC to whom you direct us advised of all
activity as it occurs on this file.
Very truly yours,
/s/ John R. Valencia
John R. Valencia
- --------------------------------------------------------------------------------
ACCEPTANCE
The undersigned hereby accepts the terms and conditions set forth in
this engagement letter and fee policy statement pertaining to the retention of
the law firm of Wilke, Fleury, Hoffelt, Gould & Birney as described in this
letter of engagement dated March 28, 1994.
By: /s/ Joseph Monterosso
Joseph Monterosso
President
National Pools Corporation
JRV:law
Enclosures
25
<PAGE>
EXHIBIT 10F.
FEE AGREEMENT WITH MARCI MILNE MCCANN
26
<PAGE>
GROUP V CORPORATION
550 15th Street
San Francisco, CA 94103
Tel: (415) 575-0222 Fax: (415) 861-4177
November 1, 1997
Marci Milne McCann
10 Cotton Farm Lane
North Hampton, NH 03862
RE: Fee Agreement
Dear Ms. McCann:
This letter sets forth the agreement between Group V Corporation (the
"Company") and yourself regarding the payment of invoices for professional
services rendered by you on behalf of the Company.
As soon as practicable following execution of this Fee Agreement the
Company agrees to include in a Form S-8 Registration Statement at its expense an
adequate number of common shares in order to pay for professional services
invoiced by you. Such shares will be delivered to you for sale and application
of the net proceeds against the balance due for services rendered to date.
Additionally, you agree to provide the Company with a monthly accounting of
all services provided by you and the net proceeds from sales of common shares of
the Company received pursuant to this letter.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Very truly yours,
Group V Corporation
By: /s/ Joe Monterosso
Name: Joe Monterosso
Title: President
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
Dated: November 1, 1997 /s/ Marci Milne McCann
---------------------
Marci Milne McCann
27
<PAGE>
EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
28
<PAGE>
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
November 12, 1997
Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
550 15th Street
San Francisco, CA 94103
Re: Form S-8
Gentlemen:
I hereby consent to the filing of my opinion dated even date herewith as an
Exhibit to the November 12, 1997, Form S-8 Registration Statement to be filed by
Group V Corporation (formerly, NuOasis Gaming, Inc.).
I further consent to the reference to me and my opinion under the caption
"Legal Opinion and Experts" in the Prospectus.
Very truly yours,
/s/ Richard O. Weed
Richard O. Weed
29
<PAGE>
EXHIBIT 24.2
CONSENT OF HASKELL & WHITE LLP
30
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Group V Corporation (formerly, NuOasis Gaming, Inc.) on Form S-8 of our report
dated September 29, 1997 appearing in the Annual Report on Form 10-KSB of Group
V Corporation (formerly, NuOasis Gaming, Inc.) for the year ended June 30, 1997,
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
/s/ Haskell & White LLP
HASKELL & WHITE LLP
Newport Beach, California
November 12, 1997
31
<PAGE>
EXHIBIT 24.3
CONSENT OF RAIMONDO, PETTIT & GLASSMAN
32
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Group V Corporation (formerly, NuOasis Gaming, Inc.) (the "Company") on Form S-8
of our report dated October 31, 1996, on our audit of the consolidated financial
statements of Group V Corporation (formerly, NuOasis Gaming, Inc.) for the year
ended June 30, 1996, which report is included in the Company's Annual Report on
Form 10-KSB filed with the Securities and Exchange Commission on or about
October 6, 1997. We also consent to the reference to our firm under the caption
"Experts" this Registration Statement.
RAIMONDO, PETTIT & GLASSMAN
Torrance, California
November 12, 1997
33
