To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission April __, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEALTH-PAK, INC.
[Exact Name of Issuer as Specified in its Charter]
Commission File Number: 33-24483-NY
Delaware 11-2914841
[State of Incorporation] [IRS Employer Ident. No.]
2005 Beechgrove Place, Utica, New York 13501
(Address of principal executive offices) (zip code)
Independent Contractor Agreement between Health-Pak, Inc. and Arnold Parnell
Independent Contractor Agreement between Health-Pak, Inc. and Elena V. Sordia
[Full Name of The Plan]
Mr. Anthony Liberatore, 2005 Beechgrove Place, Utica, New York, NY 13501
[Name and Address of Agent for Service]
Copy to: B. Bruce Freitag, Esq.
39 Sackerman Avenue, North Haledon, New Jersey 07508 Tel:(973) 238-1909
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share (1) price (1)
fee
Common Stock 425,000 Shs $0.50 $212,500 $ 73.28
Common Stock (2) 200,000 Shs $1.00 $200,000 $ 68.97
Common Stock (3) 100,000 Shs $3.00 $300,000 $103.45
Common Stock (4) 100,000 Shs $5.00 $500,000 $172.41
-- ------- ----- -------- -------
Total $418
- ------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the Registration Fee
(2) Shares underlying Warrants exercisable at $1.00 per share.
(3) Shares underlying Warrants exercisable at $3.00 per share.
(4) Shares underlying Warrants exercisable at $5.00 per share.
- ------------------------------------------------------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
possible after the Registration Statement is effective.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Registrant (sometimes referred to herein as the "Company") has entered into
business services consulting agreements with two independent consultants. The
first agreement is between the Company and Arnold Parnell (the "Parnell
Agreement@) of Los Angeles California dated March 1, 1999. The second agreement
is between the Company and Elena V. Sordia (the "Sordia Agreement") of Moscow
Russia, also dated March 1, 1999. The Company is registering herein 50,000
shares of it's common stock and 400,000 shares underlying certain warrants
exercisable between $1.00 and $5.00 to be issued to Mr. Arnold Parnell and
375,000 shares common stock to Ms. Elena Sordia, all is more fully described
here and below.
The Parnell Agreement.
Pursuant to the Parnell Agreement, Mr. Parnell has been engaged as a consultant
on an independent contractor basis to develop for the Company an Internet web
site in conjunction with the Company's new marketing program www.health-pak.com"
in order to allow customers to review Company products, place order and access
follow-up customer service directly via the Internet. Under this Agreement, Mr.
Parnell is to perform all necessary software and network design and development
and assist management in establishing the site, including "trouble-shooting" and
de-bugging services after the site is functional. Mr. Parnell will also provide
such other related services as may be reasonably requested by management in
connection with development and implementation of this new Internet marketing
service.
The Parnell Agreement is for the period March 1, 1999 through November 30,
1999. Mr. Parnell has agreed to devote up to 40% of his time to the Company's
Internet Marketing Project.
As compensation for the services to be provided, Parnell has agreed that in lieu
of cash payment the Company shall issue him the following securities:
1. 50,000 shares of the Company's common stock, which shares are being
registered hereunder; plus
2. 200,000 common stock purchase warrants each entitling the holder to
purchase one (1) shares of the Company's common stock at a price of $1.00 per
share (the "Class A Warrants"), with the shares of common stock underlying the
Class A Warrants being registered hereunder; plus
3. 100,000 common stock purchase warrants each entitling the holder to
purchase one (1) shares of the Company's common stock at a price of $3.00 per
share (the "Class B Warrants"), with the shares of common stock underlying the
Class B Warrants being registered hereunder; plus.
4. 100,000 common stock purchase warrants each entitling the holder to
purchase one (1) shares of the Company's common stock at a price of $5.00 per
share (the "Class C Warrants"), with the shares of common stock underlying the
Class C Warrants being registered hereunder
The foregoing warrants are all exercisable during the one-year period commencing
on the date of the Parnell Agreement and ending February 28, 2000 after which
date the rights represented thereby will terminate and the warrants will be of
no further value.
The terms of the Parnell Agreement require the Company to prepare and file this
Registration Statement on Form S-8 in order to register the above referenced
shares and the shares underlying the warrants.
The Sordia Agreement.
Pursuant to the Sordia Agreement, Ms. Sordia has been engaged as a consultant on
an independent contractor basis to develop markets and generally to represent as
its attorney within the country of the Russian Federation. Ms. Sordia, who is a
licensed practicing attorney in the Russian Federation, shall provide on an "as
needed" basis, general legal advisory services, research, including market
research and representative services in connection with the offer and sale of
the Company's products in the Russian Federation. Ms. Sordia will also assist
management in establishing a market for its products within the Russian
Federation and provide such additional services as may be reasonably requested
by the Company.
The Sordia Agreement is for the one year period commencing March 1, 1999
through February 28, 2000. Ms. Sordia has agreed to devote up to 40% of her time
to the Company's needs.
As compensation for the services to be provided, Ms. Sordia has agreed that in
lieu of cash payment the Company shall issue her 375,000 shares of the Company's
common stock, which shares are being registered hereunder.
The Sordia Agreement require the Company to prepare and file this Registration
Statement on Form S-8 in order to register the above referenced shares.
Item 2. Registrant Information and Employee Plan Annual Information.
Registrant shall provide the Consultants, without charge, upon their written or
oral requests, the documents incorporated herein by reference in Item 3 of Part
II of this Registration Statement. Registrant shall also provide to Consultants,
without charge upon their oral or written request, with all other documents
required to be delivered to Consultants pursuant to Rule 428(b). All such
requests shall be directed to Registrant at it principal offices at 2005
Beechgrove Place, Utica, NY 13504, telephone (315) 724-8370.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant under the Securities Exchange
Act of 1934, as amended, with the Securities and Exchange Commission are
incorporated by reference in this registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the period ended May
31, 1998;
(b) Quarterly Reports on Form 10-QSB for the fiscal quarters ended
August, 31, 1998 and November 30, 1998;
(c) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be incorporated herein by
reference and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superceded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference herein modifies or supercedes such statement. Any such
statement shall not be deemed, except as so modified or superceded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of 25,000,000 shares of
Common Stock, $0.0001 par value. The holders of Common Stock (i) have equal and
ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors of the Company; (ii) are entitled to share
ratably in all of the assets of the Company available for distribution to
holders of Common Stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto); and (iv) are entitled to one non-cumulative vote per Share on all
matters which shareholders may vote at all meetings of shareholders. All shares
of Common Stock outstanding are fully paid for and non-assessable and all Shares
that are part of this Offering, when issued, will be fully paid for and
non-assessable.
Since its inception, the Company has not paid any cash dividend on its Common
Stock and anticipates that it will not pay cash dividends in the foreseeable
future.
All shares of common stock now outstanding are fully paid for and non-assessable
and all shares of common stock which are the subject of this Registration
Statement, when issued, will also be fully paid for and non-assessable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
There is no charter provision, by-law, contract or other arrangement under which
any controlling person, director or officer of Registrant is insured or
indemnified in any manner against liability which he may incur in his capacity
as such. However, pursuant to Delaware Corporation Law Section 145, Registrant
may indemnify its directors, officers, employees against liabilities which they
may incur in their capacity as such.
Section 145 of the Delaware General Corporation Law contains various provisions
entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-Laws
of the Company state that the indemnification provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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
5. Opinion of B. Bruce Freitag, Esq.
regarding the legality of the
securities registered.
10 (a). Consulting Agreement with Arnold Parnell;
10(b). Consulting Agreement with Elena Sordia;
24. Consent of B. Bruce Freitag, Esq.,
counsel to Registrant, to the use of
his opinion with respect to the
legality of the securities being
registered hereby - included in
Exhibit 5.
Item 9. Undertakings.
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents 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.
Provided, however, that Paragraph a(1)(i) and a(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Utica, State of New York on the 9th day of April, 1999.
Health-Pak, Inc.
(Registrant)
By:_/s/Anthony Liberatore________ By: _/s/Michael Liberatore______________
Anthony Liberatore, President Michael Liberatore, Chief
And Chief Executive Officer Financial Officer
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/Anthony Liberatore__ President, Chief Executive April 9, 1999
Anthony Liberatore Executive Officer & Director
_/s/Michael Liberatore_ Chief Financial Officer, Secretary April 9, 1999
Michael Liberatore Treasurer & Director
_/s/William Meola____ Director April 9,1999
Exhibit 10(a)
Consulting Agreement between Registrant and Arnold Parnell
<PAGE>
INDEPENDENT CONTRACTOR AGREEMENT
To Health-Pak, Inc.
AGREEMENT, dated March 1, 1999, between Health-Pak, Inc. of 2005 Beechgrove
Place, Utica, NY 13504 (hereinafter "the Corporation") and Mr. Arnold Parnell of
5959 Century Blvd. #525, Los Angeles, CA 90045 (hereinafter "the Independent
Contractor").
Now, therefore, the parties hereto agree as follows:
1. EMPLOYMENT. The Corporation shall employ the Independent Contractor, and
the Independent Contractor shall serve the Corporation upon the terms and
conditions hereinafter set forth.
2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
shall commence on March 1, 1999 and shall continue to and including November
30, 1999.
3. DUTIES. During the period or periods of his employment hereunder, the
Independent Contractor shall serve the Corporation and shall perform any and
all general Internet marketing services, respective software and network
design and development and other related services required or requested in
connection with their business. Within the limitations hereinabove provided,
the Independent Contractor will render such other advisory services in
connection with the Internet marketing services of the Corporation as may be
requested from time to time by the officers or directors of the Corporation,
without further compensation other than that for which provision is made in
this Agreement.
4. TIME REQUIREMENTS. The Independent Contractor shall devote during the
period ending November 30, 1999 not more than 40% of his entire time, energy,
and skill to the duties of his employment hereunder and shall periodically,
or at any time upon the request of the Corporation, submit data as to the
time performed.
5. COMPENSATION. The Corporation shall pay to the Independent Contractor for
his services in shares of its stock amounting to 50,000 (fifty thousand) free
trading shares of common stock of the Company during the period of his
employment hereunder. In addition to the said compensation the Company shall
award the Contractor options to buy its common stock as follows: 200,000 (two
hundred thousand) shares at the price of $1 (one dollar per share), 100,000
(one hundred thousand) shares at the price of $3 (three dollars) per share
and 100,000 (one hundred thousand) shares at the price of $5 (five dollars)
per share. Such options are fully transferable would become effective upon
signing of this agreement and expiration date for such options is hereby set
at 11:59 PM on February 28, 2000.
The securities issueable to Consultant hereunder are accepted in lieu of cash
payments for consulting services to be rendered by Consultant specified
herein. Consultants acceptance of such securities in lieu of cash payments is
expressly contingent upon the Company registering the shares of common stock
pursuant to an S-8 Registration Statement, or such other short form
registration statement authorized by the Securities and Exchange Commission
for the registration of securities payable to a consultant.
6. INDEMNIFICATION AND HOLD HARMLESS PROVISION. The Independent Contractor
agrees hereby to indemnify and hold harmless the Corporation from any and all
claims by the Independent Contractor which may arise out of and in the course
of the performance of his duties hereunder. Any and all claims for
unemployment benefits and or claims for workers' compensation benefits are
hereby expressly waived by the within Independent Contractor who agrees to
maintain separate policies of liability, health, and accident insurance as
may be necessary or required by the Corporation in connection with the
performance of its duties herein.
7. RELATIONSHIP BETWEEN PARTIES. The Independent Contractor is employed by
the Corporation only for the purposes and to the extent set forth in this
Agreement, and his relation to the Corporation shall, during the period or
periods of his employment and services hereunder, be that of an independent
contractor. The Independent Contractor shall be free to dispose of such
portion of his entire time, energy, and skill during regular business hours
as he is not obligated to devote hereunder to the Corporation in such manner
as he sees fit and to such persons, firms, or corporations as he deems
advisable. The Independent Contractor shall not be considered as having an
employee status or as being entitled to participate in any plans,
arrangements, or distributions by the Corporation pertaining to or in
connection with any insurance, pension, stock, bonus, profit-sharing, or
similar benefits for their regular employees.
8. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed
to interfere with or otherwise affect the rendering of services by the
Independent Contractor in accordance with his independent and professional
judgment. The Independent Contractor shall perform his services in a good and
workmanlike manner and in accordance with generally accepted sales and
marketing practices.
9. ENTIRE AGREEMENT. The text within Agreement shall be construed in
accordance with New York (State) law and shall constitute the entire
Agreement between the parties. In witness whereof, Mr. Anthony Liberatore has
caused this Agreement to be executed in its corporate name by its corporate
officers, and Mr. Arnold Parnell, the Independent Contractor hereunder, has
set his hand, as of this day and year first above written.
Health-Pak, Inc.
/s/_Anthony Liberatore________
By Anthony Liberatore, President
_/s/ Arnold Parnell___________
<PAGE>
Exhibt 10(b)
Consulting Agreement between Health-Pak, Inc. and Elena Sordia
<PAGE>
INDEPENDENT CONTRACTOR AGREEMENT
To Health-Pak, Inc.
AGREEMENT, dated March 1, 1999, 1999 between Health-Pak, Inc. of 2005
Beechgrove Place, Utica, NY 13504 (hereinafter "the Corporation") and Mrs.
Elena V. Sordia, Attorney at Law, of 31 Skolkovskoe Shosse, Moscow 121353,
Russia (hereinafter "the Independent Contractor").
Now, therefore, the parties hereto agree as follows:
1. EMPLOYMENT. The Corporation shall employ the Independent Contractor, and
the Independent Contractor shall serve the Corporation upon the terms and
conditions hereinafter set forth.
2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
shall commence on March 1, 1999 and shall continue to and including March 1,
2000.
3. DUTIES. During the period or periods of her employment hereunder, the
Independent Contractor shall serve the Corporation and shall perform on the
territory of Russian Federation and the CIS any and all general legal
advisory, research and litigation as well as marketing research and
representation services required or requested in connection with their
business. Within the limitations hereinabove provided, the Independent
Contractor will render on the territory of Russian Federation such other
legal advisory, document preparation and litigation services in connection
with the marketing services of the Corporation as may be requested from time
to time by the officers or directors of the Corporation, without further
compensation other than that for which provision is made in this Agreement.
4. TIME REQUIREMENTS. The Independent Contractor shall devote during the
period ending March 1, 2000 not more than 40% of her entire time, energy, and
skill to the duties of her employment hereunder and shall periodically, or at
any time upon the request of the Corporation, submit data as to the time
performed.
5. COMPENSATION. The Corporation shall pay to the Independent Contractor for
her services in shares of its stock amounting to 375,000 (three hundred
seventy five thousand) free trading shares of common stock of the Company
during the period of her employment hereunder.
The securities issueable to Consultant hereunder are accepted in lieu of cash
payments for consulting services to be rendered by Consultant specified
herein. Consultants acceptance of such securities in lieu of cash payments is
expressly contingent upon the Company registering the shares of common stock
pursuant to an S-8 Registration Statement, or such other short form
registration statement authorized by the Securities and Exchange Commission
for the registration of securities payable to a consultant.
6. INDEMNIFICATION AND HOLD HARMLESS PROVISION. The Independent Contractor
agrees hereby to indemnify and hold harmless the Corporation from any and all
claims by the Independent Contractor which may arise out of and in the course
of the performance of her duties hereunder. Any and all claims for
unemployment benefits and or claims for workers' compensation benefits are
hereby expressly waived by the within Independent Contractor who agrees to
maintain separate policies of liability, health, and accident insurance as
may be necessary or required by the Corporation in connection with the
performance of its duties herein.
7. RELATIONSHIP BETWEEN PARTIES. The Independent Contractor is employed by
the Corporation only for the purposes and to the extent set forth in this
Agreement, and her relation to the Corporation shall, during the period or
periods of her employment and services hereunder, be that of an independent
contractor. The Independent Contractor shall be free to dispose of such
portion of her entire time, energy, and skill during regular business hours
as she is not obligated to devote hereunder to the Corporation in such manner
as she sees fit and to such persons, firms, or corporations as she deems
advisable. The Independent Contractor shall not be considered as having an
employee status or as being entitled to participate in any plans,
arrangements, or distributions by the Corporation pertaining to or in
connection with any insurance, pension, stock, bonus, profit-sharing, or
similar benefits for their regular employees.
8. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed
to interfere with or otherwise affect the rendering of services by the
Independent Contractor in accordance with her independent and professional
judgment. The Independent Contractor shall perform her services in a good and
workmanlike manner and in accordance with generally accepted sales and
marketing practices.
9. ENTIRE AGREEMENT. The text within Agreement shall be construed in
accordance with New York (State) law and shall constitute the entire
Agreement between the parties. In witness whereof, Mr. Anthony Liberatore has
caused this Agreement to be executed in its corporate name by its corporate
officers, and Mrs. Elena V. Sordia, the Independent Contractor hereunder, has
set her hand, as of this day and year first above written.
Health-Pak, Inc.
_/s/Anthony Liberatore________
By: Anthony Liberatore
/s/Elena Sordia_______________
By: Elena Sordia
B. BRUCE FREITAG
Attorney at Law
39 Sackerman Avenue
North Haledon, New Jersey 07506
---------------------
Telephone 973 238 1909
Telecopier 973 238 1910
April 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re; Health-Pak, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
I have been requested by Health-Pak, Inc., a Delaware Corporation, (the
"Company") to furnish you with my opinion as to the matters hereinafter set
forth in connection with a Registration Statement on Form S-8 (the "Registration
Statement") covering an aggregate issue of a total of 825,000 shares of the
Company's Common Stock, $0.002 par value (the "Common Stock") in the following
manner:
50,000 shares of common stock to be issued to Arnold Parnell
in consideration of Mr. Parnell's agreement to perform certain
internet consulting services for the Company.
200,000 Common Stock Purchase Warrants exercisable at $1.00
per share issued to Mr. Parnell in connection with his
agreement to perform consulting services for the Company.
200,000 shares of Common Stock underlying the 200,000 Warrants
exercisable at $1.00 per share as described above.
100,000 Common Stcok Purchase Warrants exercisable at $3.00
per share also issued to Mr. Parnell in connection with his
agreement to perform consulting sefvices to the Company.
100,000 shares of Common Stock underlying the 100,000 Warrants
exercisable at $3.000 per share as described above.
<PAGE>
100,000 Common Stock Purchase Warrants exercisable at $5.00
per share also issued to Mr. Parnell in connection with his
agreement to perform consulting services to the Company.
100,000 shares of Common Stock underlying the 100,000 Warrants
exercisable at $5.00 per share as desdcribed above.
375,000 additional shares of Common Stock to be issued to
Elena Sordia in consideration of her agreement to perform
consulting services for the Company.
I have been advised by the Company that the consulting agreements (the
"Consulting Agreements") under which the above described shares of Common Stock
of the Company, the Common Stock Purchase Warrants and the shares of Common
Stock underlying the Common Stock Purchase Warrants were issued require each of
the recipients to perform specified services for the Company and to devote, in
the case of each recipient, a minimum of 40% of their time to the consulting
services for the Company. In the case of Mr. Parell, he is to perform internet
marketing services for the Company, including the preparation of all software
and network design for its marketing program on Health-Pak.Com during the term
of the agreement and in the case of Ms. Elena Sordia, she is to perform certain
marketing consulting services in Russia in connection with the opening of
markets for the Company's products in Europe and Russia during the term of the
agreement.
In the case of Mr. Parnell, the agreement is for the term of eight
months, and in the case of Ms. Sordia, the term is one year.
All of the shares of Common Stock underlying the Common Stock Purchase
Warrants will be issued in consideration of an exercise price to be paid to the
Company from $1.00 per share to $5.00 per share.
The Company is a reporting Company under Section 13 or 15(d) and has
filed all of its reports to date and is not in default of its filing
requirements.
Although the Common Stock Purchase Warrants are not covered in the
Registration Statement, they are the basis (i.e. the consideration) for the
issuance of approximately 400,000 shares of the Common Stock of the Company.
Opinion
In connection with this opinion I have examined such documents as I
have deemed necessary to enable me to render the opinion hereinafter expressed.
Based upon and subject to the foregoing I am of the opinion that:
(a) The shares of Common Stock issued under the requirements
of the two consulting agreements will be fully paid and non-assessable shares of
Common Stock of the Company upon the execution of the consulting agreements.
<PAGE>
(b) The shares of Common Stock underlying the Common Stock
Purchase Warrants will be fully paid and non-assessable shares of Common Stock
of the Company when and as the exercise price for the Warrants is paid to the
Company.
the shares of Common Stock underlying the options granted when issued upon the
exercise of such options will be legally authorized, fully paid and
non-assessable.
I render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York and the laws of Delaware.
I hereby consent to the use of this opinion as an Exhibit to the
Company's Registration Statement on Form S-8.
Very truly yours,
B. Bruce Freitag
BBF:emk
<PAGE>
January 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re; Health-Pak, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
I have been requested by Health-Pak, Inc., a Delaware Corporation, (the
"Company") to furnish you with my opinion as to the matters hereinafter set
forth in connection with a Registration Statement on Form S-8 (the "Registration
Statement") covering an aggregate issue of 3,000,000 shares of the Company's
Common Stock, $0.002 par value (the "Common Stock"). I have been advised by the
Company that these shares are to be issued pursuant to the exercise of certain
options granted to two (2) consultants for the Company pursuant to the terms of
certain consulting agreements entered into between the Company, on the one part,
and Silver Lakes Holding Inc. and Clove Lake Consultants, Inc. on the other part
(hereinafter collectively called the "Consulting Agreements").
In connection with this opinion I have examined such documents as I
have deemed necessary to enable me to render the opinion hereinafter expressed.
Based upon and subject to the foregoing I am of the opinion that the shares of
Common Stock underlying the options granted when issued upon the exercise of
such options will be legally authorized, fully paid and non-assessable.
I render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York and the laws of Delaware.
I hereby consent to the use of this opinion as an Exhibit to the
Company's Registration Statement on Form S-8.
Very truly yours,
B. Bruce Freitag
BBF:emk
