As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMCOR CAPITAL CORPORATION
-------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------
(State or Other Jurisdiction of Incorporation or Organization)
33-0329559
----------
(I.R.S. Employer Identification No.)
52300 Enterprise Way, Coachella, California 92236
- ------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
1994 Stock Option Plan
Warrants Granted to Tiger Group, Inc.
Warrants Granted to PM&A Financial Communications
-------------------------------------------------
(Full Title of the Plan)
Fred H. Behrens, 52300 Enterprise Way, Coachella, California 92236
------------------------------------------------------------------
(Name and Address of Agent for Service)
(760) 398-9520
--------------
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<CAPTION> Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(2) Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.002 242,500(1) $4.25 $1,030,625 $304.03
par value
- ---------------------------------------------------------------------------------------------------
<FN>
(1) Consists of 220,000 shares under the 1994 Stock Option Plan, 10,000 shares
under a warrant granted to PM&A Financial Communications and 12,500 shares under
a warrant granted to Tiger Group, Inc.
(2) Calculated in accordance with Rule 457(h)(1) on the basis of the average of
the high and low sales price reported for such securities by The Nasdaq SmallCap
Market on January 12, 1998.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
August 31, 1997;
(b) All reports of the Registrant filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the fiscal year ended August 31, 1997; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under the Exchange Act on Form
8-A (File No. 0-17594).
All other documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers 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 such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation limits, to the maximum extent
permitted by Delaware law, the personal liability of directors for monetary
damages for breach of their fiduciary duties as a director. The Registrant's
Bylaws provide that the Registrant shall indemnify its officers and directors
and may indemnify its employees and other agents to the fullest extent permitted
by Delaware law.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party
to an action by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests
of the corporation and with respect to any criminal action, had no reasonable
cause to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the 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.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Certificate of Incorporation of the Company filed with the Secretary
of State of Delaware on March 10, 1988 (1)
3.2 Certificate of Amendment of Certificate of Incorporation of the
Company filed with the Secretary of State of Delaware on December 21,
1988 (1)
3.3 Certificate of Amendment of Certificate of Incorporation of the Company
filed with the Secretary of State of Delaware on March 21, 1989 (1)
3.4 Certificate of Designations, Preferences and Relative Rights,
Qualifications and Restrictions of the Series A Convertible Preferred
Stock of the Company filed with the Secretary of State of Delaware on
May 13, 1994 (2)
3.5 Certificate of Amendment of Certificate of Incorporation of the Company
filed with the Secretary of State of Delaware on February 24, 1997 (3)
3.6 Amended Certificate of Designations, Preferences and Relative Rights,
Qualifications and Restrictions of the Series A 9% Convertible
Preferred Stock of the Company filed with the Secretary of State of
Delaware on November 13, 1997 (4)
3.7 Bylaws of the Company, as amended (3)
5 Opinion of Snell & Wilmer L.L.P.
10.1 AMCOR Capital Corporation 1994 Stock Option Plan
10.2 Letter Agreement dated June 1, 1997 between the Registrant and PM&A
Financial Communications relating to the grant of warrants to purchase
10,000 shares of Registrant's Common Stock
10.3 Letter Agreement dated January 31, 1997 between the Registrant and
Tiger Group, Inc. relating to grant of warrants to purchase 12,500
shares of Registrant's Common Stock
23.1 Consent of Snell & Wilmer L.L.P. (contained in its opinion filed as
Exhibit 5 to this Registration Statement)
23.2 Consent of Kelly and Company
- ---------------
(1) Filed as an exhibit to the Company's Form 10-K for the fiscal year ended
November 30, 1988, and incorporated herein by reference.
(2) Filed as Exhibit 4.2 to the Company's Form 10-QSB for the quarterly period
ended May 31, 1994, and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Form 10-KSB for the fiscal year ended
August 31, 1997, and incorporated herein by reference.
(4) Form of which was filed as an exhibit to Amendment No. 3 to the Company's
Registration Statement on Form S-2 as filed with the Commission on September
22, 1997 (Registration No. 333-28373), and incorporated herein by reference.
3
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; and
(iii) To include any 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,
including (but not limited to) any addition or election of a managing
underwriter.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel that matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 Newport Beach, State of California, on this 15th day
of January, 1998.
AMCOR CAPITAL CORPORATION
By: /S/ FRED H. BEHRENS
---------------------
Fred H. Behrens, Chairman of the Board,
Chief Financial Officer and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on January 15, 1998.
Signature Title
--------- -----
/S/ FRED H. BEHRENS
-------------------
Fred H. Behrens Chairman of the Board, Chief Executive
Officer (principal executive officer),
Chief Financial Officer (principal
financial and accounting officer)
and Director
/S/ ROBERT A. WRIGHT
--------------------
Robert A. Wright President, Chief Operating Officer and
Director
/S/ DALE P. PAISLEY
-------------------
Dale P. Paisley Director
/S/ MARLIN T. MCKEEVER
----------------------
Marlin T. McKeever Director
/S/ MARLENE A. TAPIE
--------------------
Marlene A. Tapie Director
5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Snell & Wilmer L.L.P.
10.1 AMCOR Capital Corporation 1994 Stock Option Plan
10.2 Letter Agreement dated June 1, 1997 between the
Registrant and PM&A Financial Communications
relating to the grant of warrants to purchase
10,000 shares of Registrant's Common Stock
10.3 Letter Agreement dated January 31, 1997 between
the Registrant and Tiger Group, Inc. relating to
the grant of warrants to purchase 12,500 shares of
Registrant's Common Stock
23.1 Consent of Snell & Wilmer L.L.P. (contained in its
opinion filed as Exhibit 5 to this Registration
Statement)
23.2 Consent of Kelly and Company
<PAGE>
EXHIBIT 5
SNELL & WILMER L.L.P.
January 16, 1998
AMCOR Capital Corporation
52300 Enterprise Way
Coachella, California 92236
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to AMCOR Capital Corporation, a Delaware corporation
(the "Company"), and in such capacity have examined the form of Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") by the Company in
connection with the registration under the Securities Act of 1933, as amended
("Act"), of up to 242,500 shares of common stock, $.002 par value per share, of
the Company (the "Shares"). The Shares are to be sold by the Company upon the
exercise of (i) the stock options granted by the Company under its 1994 Stock
Option Plan and (ii) the warrants issued to certain consultants to the Company.
The Shares will be offered and sold pursuant to the Company's Registration
Statement to be filed with the Commission.
As counsel for the Company and for purposes of this opinion, we have made those
examinations and investigations of legal and factual matters we deemed
advisable and have examined the originals, or copies certified to our
satisfaction as being true copies, of those corporate records, certificates,
documents and other instruments which, in our judgment, we considered necessary
or appropriate to enable us to render the opinion expressed below. For these
purposes, we have relied upon certificates provided by public officials and by
officers of the Company as to certain factual matters. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to the original documents of documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of the latter documents.
On the basis of the foregoing, and solely relying thereon, we are of the opinion
that the Shares are duly authorized and provided the Shares are issued,
delivered and paid for in the manner and upon the terms contemplated by the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
<PAGE>
AMCOR Capital Corporation
January 16, 1998
Page -2-
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/S/SNELL & WILMER
<PAGE>
Exhibit 10.1
AMCOR CAPITAL CORPORATION
1994 STOCK OPTION PLAN
1. Purpose of the Plan.
The purpose of this 1994 Stock Option Plan ("Plan") of AMCOR Capital
Corporation, a Delaware corporation ("Company") is to provide the Company with
a means of attracting and retaining the services of highly motivated and
qualified key personnel. The Plan is intended to advance the interests of the
Company by affording to key employees, upon whose skill, judgment, initiative
and efforts the Company is largely dependent for the successful conduct of its
business, an opportunity for investment in the Company and the incentives
inherent in stock Ownership in the Company. In addition, the Plan contemplates
the opportunity for investment in the Company by consultants to the Company and
by employees of companies that do business with the Company. For purposes of
this Plan, the term Company shall include subsidiaries, if any, of the Company.
2. Legal Compliance.
It is the intent of the Plan that all options granted under it
("Options") shall be either "Incentive Stock Options" ("ISOs"), as such
term is defined in Section 422 of the Internal Revenue Code of 1986, as
amended ("Code"), or non-qualified stock options ("NQOs"); provided,
however, that ISOs shall be granted only to employees of the Company.
An Option shall be identified as an ISO or an NQO in writing in the
document or documents evidencing the grant of the Option. All Options
that are not so identified as ISOs are intended to be NQOs. In
addition, the Plan provides for the grant of NQOs to employees of
companies that do business with the Company. It is the further intent
of the Plan that it conform in all respects with the requirements of
Rule 16b-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended ("Rule 16b-3"). To the
extent that any aspect of the Plan or its administration shall at any
time be viewed as inconsistent with the requirements of Rule 16b-3 or,
in connection with ISOs, the Code, such aspect shall be deemed to be
modified, deleted or otherwise changed as necessary to ensure continued
compliance with such provisions.
3. Administration of the Plan.
3.1 Plan Committee.
The Plan shall be administered by a committee ("Committee"). The
members of the Committee shall be appointed from time to time by the Board of
Directors of the Company ("Board") and shall consist of not less than two (2)
nor more than three (3) persons who are not eligible to receive Options under
the Plan and who are not, and have not at any time within one year, been
eligible to receive stock options pursuant to the Plan or the terms of any other
plan of the Company or its affiliates. Such persons shall be directors of the
Company.
3.2 Grants of Options by the Committee.
In accordance with the provisions of the Plan, the Committee, by
resolution, shall select those eligible persons to whom Options shall be
granted ("Optionees"); shall determine the time or times at which each Option
shall be granted, whether an Option is an ISO or an NQO and the number of
shares to be subject to each Option; and shall fix the time and manner in which
the Option may be exercised, the Option exercise price, and the Option period.
<PAGE>
The Committee shall determine the form of option agreement to evidence the
foregoing terms and conditions of each Option, which need not be identical, in
the form provided for in Section 7. Such option agreement may include such
other provisions as the Committee may deem necessary or desirable consistent
with the Plan, the Code and Rule 16b-3.
3.3 Committee Procedures.
The Committee from time to time may adopt such rules and regulations for
carrying out the purposes of the Plan as it may deem proper and in the best
interests of the Company. The Committee shall keep minutes of its meetings and
records of its actions. A majority of the members of the Committee shall
constitute a quorum for the transaction of any business by the Committee. The
Committee may act at any time by an affirmative vote of a majority of those
members voting. Such vote may be taken at a meeting (which may be conducted in
person or by any telecommunication medium) or by written consent of Committee
members without a meeting.
3.4 Finality of Committee Action.
The Committee shall resolve all questions arising under the Plan and
option agreements entered into pursuant to the Plan. Each determination,
interpretation, or other action made or taken by the Committee shall be final
and conclusive and binding on all persons, including, without limitation, the
Company, its stockholders, the Committee and each of the members of the
Committee, and the directors, officers, and employees of the Company, including
Optionees and their respective successors in interest.
3.5 Non-Liability of Committee Members.
No Committee member shall be liable for any action or determination
made by him in good faith with respect to the Plan or any Option granted under
it.
4. Board Power to Amend, Suspend, or Terminate the Plan.
The Board may, from time to time, make such changes in or additions to
the Plan as it may deem proper and in the best interests of the Company and its
stockholders. The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion.
Notwithstanding the foregoing, no such change, addition, suspension, or
termination by the Board shall (i) materially impair any option previously
granted under the Plan without the express written consent of the optionee; or
(ii) materially increase the number of shares subject to the Plan, materially
increase the benefits accruing to optionees under the Plan, materially modify
the requirements as to eligibility to participate in the Plan or alter the
method of determining the option exercise price described in Section 8, without
stockholder approval.
5. Shares Subject to the Plan.
For purposes of the Plan, the Committee is authorized to grant Options
for up to 500,000 shares of the Company's common stock, $.002 par value per
share ("Common Stock"), or the number and kind of shares of stock or other
securities which, in accordance with Section 13, shall be substituted for such
2
<PAGE>
shares of Common Stock or to which such shares shall be adjusted. The Committee
is authorized to grant under the Plan with respect to such shares. Any or all
unsold shares subject to an Option which for any reason expires or otherwise
terminates (excluding shares resumed to the Company in payment of the exercise
price for additional shares) may again be made subject to grant under the Plan.
6. Optionees.
Options shall be granted only to full-time elected or appointed
officers or other full-time key employees of the Company, consultants to the
Company or employees of companies that do business with the Company designated
by the Committee from time to time as Optionees, including, without limitation,
members of the Board who are also full-time officers or key employees at the
time of grant. In no event, however, may a member of the Committee be granted
an Option under the Plan. Any Optionee may hold more than one option to
purchase Common Stock, whether such option is an Option held pursuant to the
Plan or otherwise. An Optionee who is an employee of the Company ("Employee
Optionee") and who holds an Option must remain a continuous full or part-time
employee of the Company from the time of grant of the Option to him until the
time of its exercise, except as provided in Section 10.3.
7. Grants of Options.
The Committee shall have the sole discretion to grant Options under the
Plan and to determine whether any Option shall be an ISO or an NQO. The terms
and conditions of Options granted under the Plan may differ from one another as
the Committee, in its absolute discretion, shall determine as long as all
Options granted under the Plan satisfy the requirements of the Plan. Upon
determination by the Committee that an Option is to be granted to an Optionee,
a written option agreement evidencing such Option shall be given to the
Optionee, specifying the number of shares subject to the Option, the Option
exercise price, whether the Option is an ISO or an NQO, and the other individual
terms and conditions of such Option. Such option agreement may incorporate
generally applicable provisions from the Plan, a copy of which shall be provided
to all Optionees at the time of their initial grants under the Plan. The Option
shall be deemed granted as of the date specified in the grant resolution of the
Committee, and the option agreement shall be dated as of the date of such
resolution.
8. Option Exercise Price.
The price per share to be paid by the Optionee at the time an ISO is
exercised shall not be less than one hundred percent (100%) of the Fair Market
Value (as hereinafter defined) of one share of the optioned Common Stock on the
date on which the Option is granted. No ISO may be granted under the Plan to
any person who, at the time of such grant, owns (within the meaning of Section
424(d) of the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any parent
thereof, unless the exercise price of such ISO is at least equal to one hundred
and ten percent (110%) of Fair Market Value on the date of grant. The price per
share to be paid by the Optionee at the time an NQO is exercised shall not be
less than eighty-five percent (85%) of the Fair Market Value on the date on
which the NQO is granted, as determined by the Committee.
For purposes of the Plan, the "Fair Market Value" of a share of the
Company's Common Stock as of a given date shall be: (i) the closing price of
a share of the Company's Common Stock on the principal exchange on which shares
of the Company's Common Stock are then trading, if any, on such date, or, if
shares were not traded on such date, then on the next preceding trading day
3
<PAGE>
during which a sale occurred; or (ii) if the Company's Common Stock is not
traded on an exchange but is quoted on NASDAQ or a successor quotation system,
(1) the last sales price (if the Common Stock is then listed as a National
Market Issue under the NASD National Market System) or (2) the mean between
the closing representative bid and asked prices (in all other cases) for the
Common Stock on such date as reported by NASDAQ or such successor quotation
system; or (iii) if the Company's Common Stock is not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the mean
between the closing bid and asked prices for the Common Stock on such date as
determined in good faith by the Committee; or (iv) if the Company's Common
Stock is not publicly traded, the fair market value established by the Committee
acting in good faith. In addition, with respect to any ISO, the Fair Market
Value on any given date shall be determined in a manner consistent with any
regulations issued by the Secretary of the Treasury for the purpose of
determining fair market value of securities subject to an ISO plan under the
Code.
9. Ceiling of ISO Grants.
The aggregate Fair Market Value (determined at the time any ISO is
granted) of the Common Stock with respect to which an Optionee's ISOs, together
with incentive stock options granted under any other plan of the Company and any
parent, are exercisable for the first time by such Optionee during any calendar
year shall not exceed $100,000. In the event that an Optionee holds such
incentive stock options that become first exercisable (including as a result of
acceleration of exercisability under the Plan) in any one year for shares having
a Fair Market Value at the date of grant in excess of $100,000, then the most
recently granted of such ISOs, to the extent that they are exercisable for
shares having an aggregate Fair Market Value in excess of such limit, shall be
deemed to be NQOs.
10. Duration, Exercisability, and Termination of Options.
10.1 Option Period.
The option period shall be determined by the Committee with respect to
each Option granted. In no event, however, may the option period exceed ten
(10) years from the date on which the Option is granted, or five (5) years in
the case of a grant of an ISO to an Optionee who is a ten percent ( 10%)
stockholder at the date on which the Option is granted as described in Section
10.
10.2 Exercisability of Options and Acceleration of Exercisability.
Each Option shall be exercisable in whole or in consecutive
installments, cumulative or otherwise, during its term as determined in the
discretion of the Committee; provided, however, that no Option shall be
exercisable before six (6) months after the date of grant of such Option.
Notwithstanding the foregoing, the Committee at the time of grant may
provide that the vesting of the right to exercise a given Option or portion
thereof may be accelerated, during the term of the Option, under one or more of
the following circumstances: (i) if the Common Stock of the Company shall be
the subject of a tender offer by any person other than the Company which, by
its terms, could result in the offerer acquiring more than twenty-five percent
(25%) of the then outstanding shares of Common Stock of the Company, or (ii) if
the stockholders shall consider, or be asked to consider, merging or
consolidating the Company with any other person, or transferring all or
substantially all of its assets to any other person, or (iii) if more than
twenty-five percent (25%) of the Company's then outstanding voting shares shall
be purchased by any person other than the Company, such that granted but
4
<PAGE>
unexercisable Options may be exercised at any time following the first public
announcement of such event; provided, however, that in no event shall an option
be exercised prior to six months after the date of grant or beyond its stated
term.
10.3 Termination of Options due to Termination of Employment,
Disability, or Death of Optionee; Termination for "Cause", or Resignation in
Violation of an Employment Agreement.
All Options granted under the Plan to any Employee Optionee shall
terminate and may no longer be exercised if the Employee Optionee ceases, at any
time during the period between the grant of the Option and its exercise, to be
an employee of the Company; provided, however, that the Committee may alter the
termination date of the Option if the Optionee transfers to an affiliate of the
Company.
Notwithstanding the foregoing, (i) if the Employee Optionee's employment
with the Company shall have terminated for any reason (other than involuntary
dismissal for "cause" or voluntary resignation in violation of any agreement to
remain in the employ of the Company, including, without limitation, any such
agreement pursuant to Section 15), he may, at any time before the expiration of
three (3) months after such termination or before expiration of the Option,
whichever shall first occur, exercise the Option (to the extent that the Option
was exercisable by him on the date of the termination of his employment);
(ii) if the Employee Optionee's employment shall have terminated due to
disability (as defined in Section 22(e)(3) of the Code and subject to such
proof of disability as the Committee may require), such Option may be exercised
by the Employee Optionee (or by his guardian(s), or conservator(s), or other
legal representative(s)) before the expiration of twelve (12) months after such
termination or before expiration of the Option, whichever shall first occur
(to the extent that the Option was exercisable by him on the date of the
termination of his employment); (iii) in the event of the death of the Employee
Optionee, an Option exercisable by him at the date of his death shall be
exercisable by his legal representative(s), legatee(s), or heir(s), or by
his beneficiary or beneficiaries so designated by him as permitted by Section
14, as the case may be, within twelve (12) months after his death or before the
expiration of the Option, whichever shall first occur (to the extent that the
Option was exercisable by him on the date of his death); and (iv) if the
Employee Optionee's employment is terminated for "cause" or in violation of any
agreement to remain in the employ of the Company, including, without limitation,
any such agreement pursuant to Section 15, he may, at any time before the
expiration of thirty (30) days after such termination or before the expiration
of the Option, whichever shall first occur, exercise the Option (to the extent
that the Option was exercisable by him on the date of termination of his
employment). For purposes of the Plan, "cause" may include, without limitation,
any illegal or improper conduct (l) which injures or impairs the reputation,
goodwill, or business of the Company; (2) which involves the misappropriation
of funds of the Company, or the misuse of data, information, or documents
acquired in connection with employment by the Company; or (3) which violates any
other directive or policy promulgated by the Company. A termination for "cause"
may also include any resignation in anticipation of discharge for "cause" or
resignation accepted by the Company in lieu of a formal discharge for "cause."
5
<PAGE>
11. Manner of Option Exercise; Rights and Obligations of Optionees.
11.1 Written Notice of Exercise.
An Optionee may elect to exercise an Option in whole or in part, from
time to time, subject to the terms and conditions contained in the Plan and in
the agreement evidencing such Option, by giving written notice of exercise to
the Company at its principal executive office.
11.2 Cash Payment for Optioned Shares.
If an Option is exercised for cash, such notice shall be accompanied
by a cashier's or personal check, or money order, made payable to the Company
for the full exercise price of the shares purchased.
11.3 Stock Swap Feature.
At the time of the Option exercise, and subject to the discretion of the
Committee to accept payment in cash only, the Optionee may determine whether
the total purchase price of the shares to be purchased shall be paid solely in
cash or by transfer from the Optionee to the Company of previously acquired
shares of Common Stock, or by a combination thereof. In the event that the
Optionee elects to pay the total purchase price in whole or in part with
previously acquired shares of Common Stock, the value of such shares shall be
equal to their Fair Market Value on the date of exercise, determined by the
Committee in the same manner used for determining Fair Market Value at the time
of grant for purposes of Section 8.
11.4 Investment Representation for Non-Registered Shares and Legality of
Issuance.
The receipt of shares of Common Stock upon the exercise of an Option shall
be conditioned upon the Optionee (or any other person who exercises the Option
on his or her behalf as permitted by Section 10.3) providing to the Committee a
written representation that, at the time of such exercise, it is the intent of
such person(s) to acquire the shares for investment only and not with a view
toward distribution The certificate for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the Company
receives an opinion of counsel satisfactory to the Company to the effect that
such restriction is not necessary under then pertaining law. The providing of
such representation and such restrictions on transfer shall not, however, be
required upon any person's receipt of shares of Common Stock under the Plan in
the event that, at the time of grant of the Option relating to such receipt or
upon such receipt, whichever is the appropriate measure under applicable federal
or state securities laws, the shares subject to the Option shall be (i) covered
by an effective and current registration statement under the Securities Act of
1933, as amended, and (ii) either qualified or exempt from qualification under
applicable state securities laws. The Company shall, however, under no
circumstances be required to sell or issue any shares under the Plan if, in the
opinion of the Committee, (i) the issuance of such shares would constitute a
violation by the Optionee or the Company of any applicable law or regulation of
any governmental-authority, or (ii) the consent or approval of any governmental
body is necessary or desirable as a condition of, or in connection with, the
issuance of such shares.
11.5 Stockholder Rights of Optionee.
Upon exercise, the Optionee (or any other person who exercises the
Option on his behalf as permitted by Section 10.3) shall be recorded on the
books of the Company as the owner of the shares, and the Company shall deliver
6
<PAGE>
to such record owner one or more duly issued stock certificates evidencing such
ownership. No person shall have any rights as a stockholder with respect to
any shares of Common Stock covered by an Option granted pursuant to the Plan
until such person shall have become the holder of record of such shares. Except
as provided in Section 13, no adjustments shall be made for cash dividends or
other distributions or other rights as to which there is a record date preceding
the date such person becomes the holder of record of such shares.
11.6 Holding Periods for Tax Purposes.
The Plan does not provide that an Optionee must hold shares of Common
Stock acquired under the Plan for any minimum period of time. Optionees are
urged to consult with their own tax advisors with respect to the tax
consequences to them of their individual participation in the Plan.
12. Successive Grants.
Successive grants of Options may be made to any Optionee under the Plan.
13. Adjustments.
If the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation, by reason of a
recapitalization, reclassification, reorganization, merger, consolidation, share
exchange, or other business combination in which the Company is the surviving
parent corporation, stock split-up, combination of shares, or dividend or other
distribution payable in capital stock or rights to acquire capital stock,
appropriate adjustment shall be made by the Committee in the number and kind of
shares for which options may be granted under the Plan. In addition, the
Committee shall make appropriate adjustment in the number and kind of shares as
to which outstanding and unexercised options shall be exercisable, to the end
that the proportionate interest of the holder of the option shall, to the extent
practicable, be maintained as before the occurrence of such event. Such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of the option but with a
corresponding adjustment in the exercise price per share.
In the event of the dissolution or liquidation of the Company, any
outstanding and unexercised options shall terminate as of a future date to be
fixed by the Committee.
In the event of a Reorganization (as hereinafter defined), then,
a. If there is no plan or agreement with respect to the Reorganization
("Reorganization Agreement"), or if the Reorganization Agreement does not
specifically provide for the adjustment, change, conversion, or exchange of the
outstanding and unexercised options for cash or other property or securities of
another corporation, then any outstanding and unexercised options shall
terminate as of a future date to be fixed by the Committee; or
b. If there is a Reorganization Agreement, and the Reorganization
Agreement specifically provides for the adjustment, change, conversion, or
exchange of the outstanding and unexercised options for cash or other property
or securities of another corporation, then the Committee shall adjust the shares
under such outstanding and unexercised options, and shall adjust the shares
remaining under the Plan which are then available for the issuance of options
under the Plan if the Reorganization Agreement makes specific provisions
therefor, in a manner not inconsistent with the provisions of the Reorganization
Agreement for the adjustment, change, conversion, or exchange of such options
and shares.
7
<PAGE>
The term "Reorganization" as used in this Section 13 shall mean any
reorganization, merger, consolidation, share exchange, or other business
combination pursuant to which the Company is not the surviving parent
corporation after the effective date of the Reorganization, or any sale or
lease, of all or substantially all of the assets of the Company. Nothing herein
shall require the Company to adopt a Reorganization Agreement, or to make
provision for the adjustment, change, conversion, or exchange of any options, or
the shares subject thereto, in any Reorganization Agreement which it does adopt.
The Committee shall provide to each Optionee then holding an
outstanding and unexercised option not less than thirty (30) calendar days'
advanced written notice of any date fixed by the Committee pursuant to this
Section 13 and of the terms of any Reorganization Agreement providing for the
adjustment, change, conversion, or exchange of outstanding and unexercised
options. Except as the Committee may otherwise provide, each Optionee shall
have the right during such period to exercise his option only to the extent
that the option was exercisable on the date such notice was provided to the
Optionee.
Any adjustment to any outstanding ISO pursuant to this Section 13,
if made by reason of a transaction described in Section 424(a) of the Code,
shall be made so as to conform to the requirements of that Section and the
regulations thereunder. If any other transaction described in Section 424(a) of
the Code affects the Common Stock subject to any unexercised ISO theretofore
granted under the Plan (hereinafter for purposes of this Section 13 referred to
as the "old option"), the Board of Directors of the Company or of any surviving
or acquiring corporation may take such action as it deems appropriate, in
conformity with the requirements of that Code section and the regulations
thereunder, to substitute a new option for the old option, in order to make the
new option, as nearly as may be practicable, equivalent to the old option, or to
assume the old option.
No modification, extension, renewal, or other change in any option
granted under the Plan may be made, after the grant of such option, without the
Optionee's consent, unless the same is permitted by the provisions of the Plan
and the option agreement. In the case of an ISO, Optionees are hereby advised
that certain changes may disqualify the ISO from being considered as such under
Section 422 of the Code, or constitute a modification, extension, or renewal of
the ISO under Section 424(h) of the Code.
All adjustments and determinations under this Section 13 shall be made
by the Committee in good faith in its sole discretion.
14. Non-Transferability of Options.
An Option shall be exercisable only by the Optionee, or in the event of
his disability, by his guardian(s), conservator(s), or other legal
representative(s), during the Optionee's lifetime. In the event of the death of
the Optionee, an Option shall be exercisable by his legal representative(s),
legatee(s), or heir(s), as the case may be, or by such person(s) as he may
designate as his beneficiary or beneficiaries in a signed statement included as
a part of the option agreement.
No Option shall be transferable by the Optionee, either voluntarily or
involuntarily, except by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder. Any
attempt to exercise, transfer or otherwise dispose of an interest in an Option
in contravention of the terms and conditions of the Plan, or of the option
agreement for the Option, shall immediately void the Option.
8
<PAGE>
15. Continued Employment.
As determined in the sole discretion of the Committee at the time of
grant and if so stated in a writing signed by the Company, each Option may have
as a condition the requirement of an Employee Optionee to remain in the employ
of the Company, or of its affiliates, and to render to it his or her exclusive
service, at such compensation as may be determined from time to time by it,
for a period not to exceed the term of the Option, except for earlier
termination of employment by or with the express written consent of the Company
or on account of disability or death. The failure of any Employee Optionee to
abide by such agreement as to any Option under the Plan may result in the
termination of all of his or her then outstanding Options granted pursuant to
the Plan.
Neither the creation of the Plan nor the granting of Option(s) under it
shall be deemed to create a right in an Employee Optionee to continued
employment with the Company, and each such Employee Optionee shall be and shall
remain subject to discharge by the Company as though the Plan had never come
into existence. Except as specifically provided by the Committee in any
particular case, the loss of existing or potential profit in options granted
under this Plan shall not constitute an element of damages in the event of
termination of the employment of an employee even if the termination is in
violation of an obligation of the Company to the employee by contract or
otherwise.
16. Tax Withholding.
The exercise of any option granted under the Plan is subject to the
condition that if at any time the Company shall determine, in its discretion,
that the satisfaction of withholding tax or other withholding liabilities under
any federal, state or local law is necessary or desirable as a condition of,
or in connection with, such exercise or a later lapsing of time or restrictions
on or disposition of the shares of Common Stock received upon such exercise,
then in such event, the exercise of the option shall not be effective unless
such withholding shall have been effected or obtained in a manner acceptable to
the Company. When an Optionee is required to pay to the Company an amount
required to be withheld under applicable income tax laws in connection with the
exercise of any option, the optionee may, subject to the approval of the
Committee, which approval shall not have been disapproved at any time after
the election is made, satisfy the obligation, in whole or in part, by electing
to have the Company withhold shares of Common Stock having a value equal
to the amount required to be withheld. The value of the Common Stock withheld
pursuant to the election shall be determined by the Committee, in accordance
with the criteria set forth in Section 8, with reference to the date the amount
of tax to be withheld is determined ("Tax Determination Date"). The Optionee
shall pay to the Company in cash any amount required to be withheld that would
otherwise result in the withholding of a fractional share. The election by an
Optionee who is a director or officer of the Company within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16
of the 1934 Act"), to be effective, must meet all of the following requirements:
(i) the election must be made on or prior to Tax Determination Date; (ii) the
election must be irrevocable; (iii) the exercise of an option may only be made
six months or more subsequent to the grant of that option (except that this
limitation will not apply in the event death or disability of the Optionee
occurs prior to the expiration of the six-month period); and (iv) the election
must be made either (a) six months or more prior to the Tax Determination Date,
or (b) within a ten-day "window period" beginning on the third business day
following the release of the Company's annual or quarterly summary statement of
sales and earnings and ending on the twelfth business day following the date
of such release. Where the Tax Determination Date of a director or officer of
the Company within the meaning of Section 16 of the 1934 Act is deferred until
9
<PAGE>
six months after exercise and that director or officer elects to have the
Company withhold shares pursuant to the terms of this Section 16, the full
amount of option shares shall be issued or transferred to him upon exercise but
he will be unconditionally obligated to tender back to the Company on the Tax
Determination Date the proper number of shares of Common Stock to satisfy
withholding requirements, plus cash for any fractional amount.
17. Term of Plan.
17.1 Effective Date.
Subject to stockholder approval, the Plan shall become effective as of
May 3, 1994.
17.2 Termination Date.
Except as to options previously granted and outstanding under the Plan,
the Plan shall terminate at midnight on May 2, 2004, and no Option shall be
granted after that time. Options then outstanding may continue to be exercised
in accordance with their terms. The Plan may be suspended or terminated at any
earlier time by the Board within the limitations set forth in Section 4.
18. Non-Exclusivity of the Plan.
Nothing contained in the Plan is intended to amend, modify, or rescind
any previously approved compensation plans, programs or options entered into by
the Company. This Plan shall be consumed to be in addition to and independent
of any and all such other arrangements. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power or
authority of the Board to adopt, with or without stockholder approval, such
additional or other compensation arrangements as the Board may from time to
time deem desirable.
19. Governing Law.
The Plan and all rights and obligations under it shall be construed and
enforced in accordance with the laws of the State of California.
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<PAGE>
EXHIBIT 10.2
PM&A FINANCIAL COMMUNICATIONS
June 1, 1997
Mr. Fred Behrens, Chairman
AMCOR Capital Corporation
53200 Enterprise Way
Coachella, CA 92236
Re: Engagement for Financial Communications Services
Dear Mr. Behrens,
This letter will serve to confirm our agreement with respect to the financial
communications services P M & A Financial Communications (PM&A) will perform
and administer for AMCOR Capital Corporation (Client), as well as the fees for
our services, the method and timing of payments and other terms and conditions
of the engagement.
1. Financial Communications Services to be Provided
PM&A will provide the following services:
1. Develop and administer a 12 month program specifically targeted to
maximize the public awareness and broker/dealer awareness of Client.
2. Write, publish and distribute a corporate profile on Client. All
written materials prepared by PM&A for public dissemination will be
approved by client in advance.
3. Distribute due-diligence packages on Client to individual investors
and broker/dealer upon request; and
4. distribute news releases and other Client information to the
financial and investment community upon request.
PM&A agrees to keep information disseminated on Client as separate reports
from all other PM&A Financial Communications accounts and to keep all
reports referring to Client as independently issued with no mention of
other companies in the same report or news release.
PM&A may include information on Client with that of other PM&A accounts
when self-promoting or as part of a list of clients.
2. Terms of Engagement
The initial term of this agreement shall be four (4) months, commencing on
June 1, 1997. This agreement will be renewed for another eight (8) month
period, unless either party notifies the other in writing, at least thirty
(30) days prior to the expiration date of its desire not to renew.
3. Fees for Services and Method of Payment
Clients shall pay PM&A a monthly fee of $5,000.00 payable by the first day
of each month. Client will be billed separately for costs of mailing,
telephone charges, copying and any other out-of-pocket expenses incurred in
the ordinary course of servicing the Client. If at any time an expense
<PAGE>
2
exceeding $500.00 is deemed necessary, PM&A will seek the Clients explicit
authorization. Client will furnish PM&A with ample supply of folders and
company literature and replenish supply as needed. Client will also be
responsible for all travel and expenses incurred on behalf of Client.
Client shall also pay PM&A 10,000 warrants exercisable at $6.00 per share.
These will be granted on signing and released immediately. The terms of
the warrants will be a three (3) year period of effectiveness of a
registration statement for buying the shares of the underlying warrants.
If Client renews at the end of the initial term for an additional eight (8)
month period, PM&A shall also receive an additional 10,000 warrants
exercisable at the price on the date of extension, but no less than $6.00
per share. The terms of the warrants be a three (3) year period of
effectiveness of a registration statement for buying the shares
of the underlying warrants.
4. Termination
This engagement may be terminated by mutual written consent of the parties
at any time.
5. Conflict of Interest
PM&A, its principals and/or entities or persons affiliated with them may
the purchase and sale of shares of Client to third parties and/or buy and
sell shares Client for their own account at their discretion during the
period of this engagement, subject to the requirements of the federal
securities laws. Accordingly, Client is advise PM&A, in writing, whenever
it is contemplating a public or private offering of its securities. Nothing
herein shall be construed to preclude PM&A and/or affiliates from engaging
in any business activity whatsoever, including, without limitation,
receiving compensation for managing investments, or acting as an advisor,
broker/dealer or finder.
6. Indemnification of liabilities
Client agrees to defend, indemnify and hold harmless PM&A, its officers,
directors, principles, agents, and employees from and against any and all
claims, losses, damages, liabilities, judgments, expenses and costs
(including reasonable fees and expenses) which PM&A may incur based upon
information, representations, reports and/or data furnished by Client to
PM&A which PM&A has permission to use in the performance of its duties
herein.
7. Controversies
Any claim or controversy arising out of or relating to this agreement,
except those seeking to enforce Clients indemnification of PM&A pursuant to
paragraph 6 herein, shall be settled by arbitration in the State of
California. The award of the arbitration panel shall be final and binding
and judgment may be entered thereon in any court of competent jurisdiction.
The parties consent to the personal jurisdiction of the or state courts of
the State of California.
<PAGE>
3
8. Governing Law
This agreement shall be governed and interpreted with the laws of the
State California, without regard to the conflict of interest principles
thereof or the domiciles of the parties hereto.
If the terms, conditions, services and methods of payment are acceptable to
AMCOR Capital Corporation, please indicate by executing and dating two
copies of this agreement letter and returning one to the following address:
PM&A Financial Communications
34192 Violet Lantern
Suite 6
Dana Point, CA 92629
Sincerely,
/S/STERLING PETERSEN
- --------------------
Sterling Petersen
PM&A Financial Communications
Signed and accepted by:
AMCOR Capital Corporation
/S/FRED BEHRENS 6/24/97
- --------------- -------
Fred Behrens Date
Chairman
<PAGE>
EXHIBIT 10.3
January 31, 1997
Mr. Fred H. Behrens, Chairman
AMCOR Capital Corporation
52300 Enterprise Way
Coachella, CA 92236
Re: Engagement for Financial Communications Services
Dear Mr. Behrens:
This letter will serve to confirm our agreement with respect to the financial
communications services Tiger Group, Inc. (TIGER) will perform and administer
for AMCOR Capital Corporation (CLIENT), as well as the fees for our services,
the method and timing of payments, and other terms and conditions of the
engagement.
1. Financial Communications Services to be Provided
TIGER will provide the following services:
A. develop and administer a 12 month program specifically targeted to
maximize the public awareness and broker/dealer awareness of CLIENT;
B. write, publish and distribute a corporate profile on CLIENT. All
written materials prepared by TIGER for public dissemination will be
approved by CLIENT in advance;
C. distribute due-diligence packages on CLIENT to individual investors and
broker/dealers upon request; and
D. distribute news releases and other CLIENT information to the financial
and investment community upon request.
TIGER agrees to keep information disseminated on CLIENT as separate reports
from all other TIGER financial communications accounts and to keep all
reports referring to CLIENT as independently issued with no mention of other
companies in the same report or news release. TIGER may include information
on CLIENT with that of other TIGER financial communications accounts when
self-promoting or as part of a list of clients.
2. Terms of Engagement
The initial term of this agreement shall be four (4) months, commencing on
February 1, 1997. This agreement will be renewed for an eight (8) month period
unless either party notifies the other in writing, at least thirty (30) days
prior to the expiration date, of its desire not to renew.
3. Fees for Services and Method of Payment
CLIENT shall pay TIGER a monthly fee of $5,000.00, payable by the first day of
each month. CLIENT will be billed separately for costs of mailing, telephone
charges, copying, binding, and any other out-of-pocket expenses incurred in the
ordinary course of servicing the CLIENT. If at any time, an expense exceeding
$500 is deemed necessary, TIGER will seek the CLIENT's explicit authorization
and may require advanced funds to cover such. Disbursements to suppliers, such
as photographers, printers, newspapers, and for seminars will be rebilled to
CLIENT with a standard agency commission of ten percent (10%) added. CLIENT
shall furnish TIGER with ample supply of folders and company literature and
<PAGE>
replenish as needed. CLIENT will also be responsible for all travel expenses
incurred on behalf of CLIENT.
CLIENT shall pay TIGER the last month's fee of $5,000.00, payable upon signing,
to initiate services.
CLIENT shall also pay TIGER 25,000 warrants exercisable at $2.25/share. These
will be granted on signing and released immediately. As holders of these
warrants, TIGER will receive piggyback registration rights on the next offering
by the CLIENT. The term of the warrants will be a three (3) year period of
effectiveness of a registration statement for buying the shares of the
underlying warrants.
If CLIENT renews at the end of the initial term for an additional eight (8)
month period, TIGER shall also receive an additional 50,000 warrants exercisable
at $2.50/share. The term of the warrants will be a three (3) year period of
effectiveness of a registration statement for buying the shares of the
underlying warrants.
4. Termination
This engagement may be terminated by mutual written consent of the parties at
any time.
5. Exclusive Representation
CLIENT may not retain any other financial relations firm(s) during this
engagement with TIGER without written permission from TIGER.
6. Conflict of Interest
TIGER, its principals and/or entities or persons affiliated with them may
recommend the purchase and sale of shares of CLIENT to third parties and/or buy
and sell shares of CLIENT for their own account at their discretion during the
priod of this engagement, subject to the requirements of the federal securities
laws. Accordingly, CLIENT is to advise TIGER in writing of the confidential
and/or non-public nature of any information provided by CLIENT to TIGER in the
performance of TIGER's duties herein. In addition, CLIENT will promptly advise
TIGER in writing whenever it is contemplating a public or private offering of
its securities. Nothing herein shall be construed to preclude TIGER and/or its
affiliates from engaging in any business activity whatsoever, including, without
limitation, receiving compensation for managing investments, or acting as an
advisor, broker/dealer or finder.
7. Finder's Fees
CLIENT agrees to pay TIGER a finder's fee in cash equal to no less than 5% of
the first million, 4% of the second million, 3% of the third million, 2% of the
fourth million, then 1% thereafter, of any transaction including but not limited
to acquisition, merger, public or private financing, if consummated while CLIENT
is engaged with TIGER or within 24 months of the termination of this agreement
between CLIENT and any party introduced to CLIENT by TIGER.
8. Indemnification of Liabilities
CLIENT agrees to defend, indemnify and hold harmless TIGER, its officers,
directors, principals, agents and employees from and against any and all
claims, losses, damages, liabilities, judgments, expenses and costs
(including reasonable attorney's fees and expenses) which TIGER may incur
2
<PAGE>
based upon information, representations, reports and/or data furnished by
CLIENT to TIGER, which TIGER has CLIENT's permission to use in the performance
of its duties herein.
9. Controversies
Any claim or controversy arising out of or relating to this agreement, except
those seeking to enforce CLIENT's indemnification of TIGER pursuant to paragraph
8 herein, shall be settled by arbitration in New York, New York before the
Commercial Panel of the American Arbitration Association under its then
prevailing rules. The award of the arbitration panel shall be final and binding
and judgment may be entered thereon in any court of competent jurisdiction.
The parties consent to the personal jurisdiction of the federal or state courts
of the State of New York.
10. Governing Law
This agreement shall be governed and interpreted with the laws of the State of
New York, without regard to the conflict of interest principles thereof or the
actual domiciles of the parties hereto.
If the terms, conditions, services and method of payment of this agreement are
acceptable to AMCOR Capital Corporation, please indicate by executing and dating
two copies of this engagement letter and returning one executed and dated copy
to me at the following address:
Tiger Group, Inc.
49 Walker Street
3rd Floor
New York, NY 10013
Sincerely,
/S/TERENCE F. LEONG
- --------------------
Terence F. Leong
President
Tiger Group, Inc.
Signed and accepted by:
AMCOR Capital Corporation
/S/FRED H. BEHRENS 2/3/97
- ----------------------------
Fred H. Behrens Date
Chairman
3
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AMCOR Capital Corporation
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated December 3, 1997 on our audits of the
financial statements of AMCOR Capital Corporation contained in AMCOR Capital
Corporation's Annual Report on Form 10-KSB for the fiscal year ended
August 31, 1997.
/S/ Kelly & Company
- -------------------
Kelly & Company
Newport Beach, California
January 14, 1998
