AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
REGISTRATION NOS.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALCHEMY HOLDINGS, INC.
- -------------------------------------------------------------------------------
(formerly Hawk Marine Power, Inc.)
(Exact name of registrant as specified in its charter)
FLORIDA 59-1886450
------- --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification nos.)
3025 N.E., 188 STREET, MIAMI, FLORIDA 33180
-------------------------------------------
(address of principal executive offices)
CONSULTING AGREEMENT BETWEEN HAWK MARINE POWER, INC.
AND ALCOTT SIMPSON & CO., INC.
------------------------------
(Full title of plan)
Craig Barrie, 3025 N.E. 188 Street, Miami, FL 33180,
305 932-9230
------------
(Name, address and telephone nos. of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 $.75 $150,000 $100
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT.
ITEM. 3 INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and, in accordance therewith,
files reports with the Securities and Exchange Commission ("Commission"). The
Registrant hereby states that (i) the documents listed below are incorporated by
reference in this Registration Statement and (ii) all documents subsequently
filed by the Registrant pursuant to Sections 13 (a), 13 (c) and 15(d) of the
Securities Exchange Act of 1934 as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of filing of such documents.
(a) The Registrant's registration statement on Form S-18.
(b) All other reports filed by the Registrant pursuant to Action 13 (a) or
15 (d) of the Exchange Act since April 15, 1997.
(c) The description of the Common Stock which is contained in registration
statements filed under the Securities Act of 1933, as amended
("Act"), including any amendment or report filed for the purpose
of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS IN SECURITIES
The validity of the authorization and issuance of the Common Stock
issuable to Alcott Simpson & Co., Inc. will be passed upon by The Law Office of
Steven A. Sanders, P.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-laws contain the broadest form of indemnification
for its officers and directors and former officers and directors permitted under
Florida law. Insofar as indemnification for liabilities arising under the
Securities Act may permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing
II-1
<PAGE>
provisions, the Registrant has been informed that in the opinion of the
Commission,such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FORM REGISTRATION CLAIMED
The shares of Common Stock being registered pursuant to this
Registration Statement were issued for advisory services rendered. The issuance
of such shares were exempt from the registration requirements of the Securities
Act of 1933, amended, pursuant to Section 4 (2) thereunder, as a transaction by
an issuer not involving a public offering.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Registrant, as amended (1)
4.2 By-laws of the Registrant (1)
4.3 Consulting Agreement between the Registrant and Alcott Simpson & Co., Inc.
4.4 License Agreement between Offshore Racing Team, Inc. and the Registrant.
5 Opinion of The Law Office of Steven A. Sanders, P.C.
23.1 Consent of The Law Office of Steven A. Sanders, P.C. (included in
Exhibit 5)
23.2 Consent of Jere J. Lane certified public accountant.
(1) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-18 as amended, File no. 33-30906-A
which was declared effective by the Commission on or about November 3,
1989.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes to file during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement 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.
2. The Undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. The undersigned Registrant hereby undertakes to remove from registration by
means a of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
II-2
<PAGE>
4. The undersigned Registrant hereby undertakes that for purposes of the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 15 (d) of the Exchange Act that is incorporated by reference in the
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised in the opinion of the 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 the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the 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, the
Registrant will, unless in the opinion of its counsel that the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction he question whether such indemnification bay its is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Miami, State of Florida this 3rd day of
September, 1997.
ALCHEMY HOLDINGS, INC.
by: /s/
---------------------
Craig Barrie, President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following person in the capacities and of
the dates indicated.
/s/ Date: September 24, 1997
--------------------------
Craig Barrie, Director
/s/ Date: September 24, 1997
--------------------------
Benton Lerow, Director
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
4.3 Consulting Agreement between the Registrant and Alcott Simpson & Co., Inc.
4.4 License Agreement between Offshore Racing Team, Inc. and the Registrant.
5 Opinion and Consent of The Law Office of Steven A. Sanders, P.C.
23.2 Consent of Jere J. Lane certified public accountant.
EXHIBIT 4.3
CONSULTING AGREEMENT
CONSULTING AGREEMENT, made and entered into as of the 12th day of
March, 1997 by and between Hawk Marine Power, Inc., a Florida corporation with
its principal place of business at 3025 N.E. 188th Street, Aventura, Florida
33180 ("HWPW"), and Alcott Simpson & Co., Inc., a Foreign corporation ("ASC").
WHEREAS, ASC is willing and capable of providing consulting services
for and on behalf of HWPW in connection with identifying licensing rights under
which HWPW may market merchandise and assisting in the negotiation of obtaining
said licensing rights; and
WHEREAS, HWPW wishes to retain the services of ASC, all upon the terms
and conditions herein contained.
NOW, THEREFORE, in consideration of the mutual terms covenants and
conditions set forth below, ASC and HWPW agree as follows:
1. RETAINER. HWPW hereby retain ASC, and ASC hereby agrees to
devote such time as is necessary, in connection with the
following:
a) Identifying licensing rights under which HWPW may
market merchandise and assisting in the negotiation
of obtaining said licensing rights.
2. WORK PRODUCT. Subject to availability, HWPW agree to provide
ASC with the following information:
a) Financial statements, projections of sales and
earnings;
b) a detailed business plan; and
c) press information.
It is agreed that all information and materials provided to ASC shall
be the sole and exclusive property of HWPW. All copyright and title to said work
shall be the property of HWPW free and clear of all claims thereto by ASC, and
ASC shall retain no claim of authorship therein. ASC hereby agrees that all
information and materials so provided shall be held in confidence and used
solely for the purposes of this Agreement.
HWPW acknowledge and agree that specified segments of information
received from ASC under this Agreement are the exclusive proprietary information
and property of ASC, and the same shall not be divulged, published or
distributed in any manner or form to any third party without the express right
or written consent of ASC. This provision shall survive the
1
<PAGE>
termination of this Agreement, and may be enforced by ASC by any available
remedy including, without limitation, specific injunctive relief.
HWPW shall keep confidential for a minimum of two (2) years, the
organizations, groups, entities and individuals introduced and/or solicited by
ASC on behalf of HWPW pursuant to this Agreement ("Referred Parties") unless
HWPW can establish that a business relationship with the Referred Parties had
existed prior to entering into this Agreement. HWPW will not disclose their
identities to anyone other than on a supplemental filing basis to, and only if
required, by the US Securities and Exchange Commission (the "SEC"), unless other
disclosure is required by the SEC, and will not enter into any contract of any
kind, on this or subsequent transactions with any of the Referred Parties
without the knowledge and prior written consent of ASC.
3. COMPENSATION. In consideration for the services to be
provided to HWPW by ASC, HWPW hereby agree to compensate ASC
in the following manner:
a) Cash:
i) In the event HWPW, acquires a merchandise
license agreement for cash through
introductions made by ASC, HWPW agrees to
pay ASC in cash, an amount equal to ten
(10%) percent of the funds received by HWPW
within ten (10) days of funding; and
b) Common Stock:
i) In the event HWPW, acquires a merchandise
license agreement through introductions made
by ASC, in exchange for HWPW Common Stock,
HWPW agrees to issue ASC or its designees an
aggregate of common stock, in the names and
denominations specified in writing by ASC,
equal to ten (10%) percent of the common
stock issued for the acquisition of the
license agreement within ten (10) days of
issuance of the shares to purchase said
license.
4. TERM. The term of this agreement shall commence on the date
thereof and shall continue for a period ending on the first
to occur of the following:
a) The expiration of thirty-six (36) months from the
date hereof; or
b) The date on which this Agreement is terminated by
operation of law or judicial decree.
2
<PAGE>
5. WARRANTY OF NON-AFFILIATION. ASC, its officers, directors
and principal shareholders hereby warrant that, as of the date
of this Agreement, they are not in any way affiliated with
HWPW either as officers, directors or principal shareholders.
6. MISCELLANEOUS PROVISIONS.
a) GOVERNING LAW. This Agreement is governed by the
laws of the State of Florida.
b) ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties regarding the
provision of the consulting services by ASC and the
payment of compensation, both cash and securities,
by HWPW and supersedes all prior negotiations,
understandings and agreements between the parties.
c) NOTICES. All notices, demands or requests required
or authorized hereunder shall be deemed sufficiently
given if in writing and sent by registered or
certified mail, return receipt requested and postage
prepaid, to:
To HWPW: 3025 N.W. 188th Street
Aventura, Florida 33180
To ASC: 250 Park Avenue
New York, New York 10177
d) ARBITRATION. Any dispute under the Agreement shall
be resolved by arbitration pursuant to the rules of
the American Arbitration Association within the city
of Aventura.
e) SURVIVAL OF RIGHTS. Except as expressly provided in
this Agreement, this Agreement shall be binding upon
and inure to the benefit of the parties and their
respective legal representatives, successors and
assigns.
f) VALIDITY. Each article, paragraph, term or provision
of this Agreement will be considered severable, and
if, for any reason any article, paragraph, term or
provision is determined to be invalid or contrary to
any existing or future law or regulation, such will
not impair the operation or effect of the remaining
portions of this Agreement.
3
<PAGE>
IN WITNESS WHEREOF, the undersigned hereby executed this agreement as
of the date indicated above.
Alcott Simpson & Co., Inc. Hawk Marine Power, Inc.
By: By: Craig N. Barrie
Its: Its: President
4
EXHIBIT 4.4
LICENSE
THIS AGREEMENT, is made at North Miami, Florida, as of the 1ST day of
December, 1996, by and between CIGARETTE RACING TEAM, INC., a corporation
organized under the laws of the State of Florida, with offices at 3131 N.E.
188th Street, North Miami, Florida 33180 ("OWNER"), and OFFSHORE RACING, INC., a
foreign corporation ("USER"), (hereinafter collectively referred to as "The
Parties").
RECITALS
USER and OWNER (hereinafter collectively called "The Parties"), have
read this Agreement (hereinafter called "Agreement") and understand and accept
the terms, conditions, and covenants contained in this Agreement as being
reasonably necessary to maintain OWNER's standards and business practices as it
relates to the retaining of entities utilizing the OWNER's Marks (hereinafter
called "Marks").
WHEREAS, OWNER is the OWNER of to the best of its knowledge and belief,
of the United States, trademarks, service marks, and business names, and
registrations for such trademarks, service marks and business names ("Marks"),
including those Marks listed on Schedule A;
WHEREAS, OWNER is in the business of manufacturing, selling and/or
distributing water craft bearing such Marks, but is not regularly in the
business of licensing or sublicensing its intellectual property or merchandising
outside of the business of water craft; and
WHEREAS, USER is desirous of entering into the business of obtaining
rights in intellectual property for use in connection with products and
services, and sublicensing such intellectual property rights to others,
including merchandising such products and services, and desires to obtain rights
in OWNER's Marks for these and other purposes;
USER has investigated and become familiar with OWNER and desires upon
the terms and conditions set forth herein to enter into this Agreement. USER
acknowledges that it is essential to the maintenance of the high standards of
OWNER, that USER maintain and adhere to the standards, procedures and policies
described herein.
THEREFORE, The Parties, intending to be legally bound, for and in
consideration of the mutual covenants hereinafter following, do mutually
covenant and agree:
NOW THEREFORE, the parties agree as follows:
1. GRANT OF LICENSE
OWNER grants to USER an exclusive, world-wide right and
license to use the OWNER's current and after acquired Marks in
connection with all goods and services other than the use of said Marks
on any form of water craft. It is understood and agreed that USER shall
have no right of sublicense hereunder except as provided in this
Section 1 hereto. USER may sublicense its rights hereunder, provided
such sublicensee will restrict it to the
<PAGE>
uses permitted under this Agreement, and further provided that said
sublicense shall terminate at any time that this License Agreement
hereunder shall terminate, and that said sublicensee agrees to conform
with the terms and obligations of the licensee as provided in this
Agreement.
Any assignment, license or sublicense hereunder will, by its terms,
bind such assignee to the obligations of the USER hereunder, and refer
to or incorporate by reference this Agreement, and will provide that
the OWNER will be deemed a third party beneficiary of such assignment.
2. QUALITY MAINTENANCE
USER agrees to notify OWNER by facsimile, first class mail or
overnight mail of each product or service for which USER, or a
sublicensee of USER, intends to use OWNER's Marks. Upon reasonable
written request of OWNER, which written request shall be made no more
than three days after receipt of such notification in OWNER's offices,
USER agrees to submit to OWNER, specifications or samples of products
or services for which USER, or a sublicensee of USER, intends to use
OWNER's Marks. If OWNER disapproves of any product or service submitted
for review under this Section 2, OWNER shall notify USER of OWNER's
disapproval in writing within ten (10) days of receipt, in OWNER's
offices, of such specifications or samples. Such written disapproval
shall set forth in detail:
(1) Each disapproved product or service,
(2) Each defect of each disapproved product or service,
and
(3) Non-binding, commercially reasonable suggestions for
correcting each such defect.
OWNER shall use good faith and fair dealing in approving or
disapproving of any product or service submitted for review. USER
acknowledges that it is essential to the maintenance of the high
standards of OWNER that USER shall maintain and adhere to the
standards, procedures and policies described herein. If the OWNER feels
that the proposed use of the product is inconsistent with the standards
which the OWNER has established for the use of these products, then the
OWNER shall have the right to reject USER's right to use said product.
OWNER agrees that approval of all products submitted shall not be
unreasonably withheld. Once OWNER is given approval of specific
products and services and has notified USER of such approval, no
further notice need to be given to OWNER from USER, provided the
products or services are not substantially changed.
In addition to providing the information hereunder, the USER
shall also provide copies of all license agreements executed between
the USER and any sublicensee, so that the OWNER can confirm said
license agreements conform with the terms of this Agreement.
<PAGE>
Once USER has given approval of specific products and
services, and notified OWNER of such approval, no further notice need
not be given to OWNER from USER provided the products or services are
not substantially changed.
3. INFRINGEMENT PROCEEDINGS
Upon notice by USER of a third party infringement of OWNER's
Marks, OWNER shall take reasonable efforts to protect the Marks against
any third party infringer at the expense of OWNER. USER may if it
elects to seek injunctive relief against the alleged third party in the
name of OWNER. OWNER shall notify USER of any enforcement of OWNER's
Marks and USER shall have the right to participate, and consult with
OWNER, in any enforcement action. Notwithstanding this Section 3, USER
retains all rights available to USER under law to sue for infringement
and unfair competition. Not withstanding the foregoing, USER shall take
reasonable efforts during the term of this Agreement to protect the
Marks for any other use other than for boats.
4. TERM
A. Initial Term
The initial term of this Agreement shall be for a period of
120 months, commencing on the date first mentioned above,
subject to the terms and conditions set forth herein.
B. Renewal Option
USER shall have the option to renew this Agreement for two (2)
additional periods of sixty (60) months each. In all cases,
renewal shall require that: (1) USER not be in violation of
this Agreement or any other Agreement between OWNER and USER;
and (2) USER give written notice of their election to renew
not less than six (6) months prior to the end of the term then
in effect. If any rules or laws modifies, alters or amends all
or part of the renewal provisions, then such provisions shall
be modified, altered or amended accordingly, so as to be in
full compliance with such rules and laws.
C. Subsequent Renewal Options
Subsequent to the periods as mentioned in Paragraph 4B hereto,
USER shall have the option to renew this Agreement for two (2)
additional periods of sixty (60) months each, if (1) USER not
be in violation of this Agreement or any other Agreement
between OWNER and USER; (2) USER give written notice of their
election to renew not less than six (6) months prior to the
end of the term then in effect; and (3) during the last term
then in effect USER shall have paid to OWNER pursuant to
Paragraph 5(A) and (B) a minimum of one hundred thousand
($100,000) dollars.
<PAGE>
This Agreement shall continue in force and effect for as
provided for in Section 4 herein and subject to all other terms and
conditions set forth in this Agreement.
5. ROYALTY
A. In the event USER sublicenses rights to the Mark, USER shall
pay to OWNER on a quarterly basis (the "Period"), ten (10%)
percent of the gross royalties or other revenues collected by
USER during such Period. Said payment shall be made no later
than 30 days after the end of Period, at the offices of OWNER.
B. In the event, USER on its own behalf, manufactures, sells or
distributes products or services using the OWNER's Mark, USER
shall pay to OWNER on a quarterly basis (the "Period"), two
and one-half (2- 1/2%) percent of the gross revenues collected
by USER for each product or service for which USER, uses
OWNER's Mark. Said payment shall be made no later than 30 days
after the end of the then applicable Period, at the offices of
OWNER. Section 5(B) hereof when applied, shall be in place of
and not in addition to section 5(A) hereof.
C. During the term hereof, USER shall deliver to OWNER a Report
(the "Report") of all monies received by USER during each
Period, no later than 30 days of the end of the then
applicable Period. The Report shall fully disclose the amount
of income, sales, royalties, revenues or other income
collected by use of the OWNER's Mark for the then applicable
Period.
D. As further inducement and a condition hereof, to induce OWNER
into entering into this Agreement, USER shall pay to OWNER a
one time fee of two hundred thousand ($200,000) dollars on or
before the signing of this Agreement.
E. OWNER unconditionally acknowledges by signing this Agreement
and initialing immediately hereunder that USER has complied
with the terms of Section 5(D) hereof and that OWNER has
received the one time fee as described therein.
---------------------------------------
Initials
USER shall not be obliged to pay any further minimum royalties
or monies to OWNER except as explicitly required in this Section 5.
6. DEFAULT
In the event either user is in default in the performance of
any of the terms of this Agreement, including, but not limited to, the
acts set forth hereinafter, defaultee, in addition to all remedies that
defaultee has available to it at law or in equity, may declare this
Agreement automatically terminated, unless such default is cured within
fifteen (15) days after written notice thereof (as provided for herein)
from defaultee to defaulter, unless the default is of such a nature
that more than fifteen (15) days are reasonably required to effect a
cure.
<PAGE>
In such event, defaulter shall commence to cure the default within said
fifteen (15) day period, if any, designated by defaultee as the
allowable additional time within which the cure must be accomplished.
7. NO JOINT VENTURE
Performance by the parties under this Agreement shall be as
licensor-licensee. No product or service developed pursuant to the
terms of this Agreement, and no provision contained herein, shall be
construed to constitute a joint venture or partnership between the
parties, nor shall either party act as the agent for each other for any
purpose.
8. NOTICES
All notices, requests, demands, payments, consents and other
communications hereunder shall be transmitted in writing and shall be
deemed to have been duly given when sent by registered certified United
States mail, postage prepaid, or other form of delivery which provides
for a receipt, and sender is in receipt of a delivery notice, signed by
recipient, if addressed as follows:
OWNER: CIGARETTE RACING TEAM, INC.
3131 N.E. 188th Street
North Miami, Florida 33180
USER: OFFSHORE RACING, INC.
Hirzel House, Smith Street
St. Peter Port, Guernsey
Channel Islands, GY1 2NG
A. Address Change
Either of The Parties may change his address by giving notice
of such change of address to the other, but must comply with
all other terms of this Agreement.
B. Notice by Telegram or Facsimile.
In the case of any notice required to be given by The Parties
to each other, telegraphic notice or facsimile transmission,
shall not be sufficient notice hereunder.
9. ADDITIONAL ACTIONS
The Parties agree to execute such other documents and perform
such further acts as may be necessary or desirable to carry out the
purposes of this Agreement.
<PAGE>
10. HEIRS, SUCCESSORS, AND ASSIGNS
This Agreement shall be binding and inure to the benefit of
the parties, their heirs, successors, and assigns.
11. ENTIRE AGREEMENT
The undersigned acknowledges that they, and each of them, have
read this agreement in full; are cognizant of each and every one of the
terms and provisions hereof and are agreeable thereto; that no
representations or agreements, whether oral or written, except as
hereinafter set forth, have been made or relied upon; that any and all
prior agreements or understandings between the parties, relating to the
subject matter of this Agreement, whether oral or written are
automatically canceled by the execution of this agreement; that the
signatures affixed hereto were affixed as the wholly voluntary act of
the persons who signed this agreement; and that the terms and
provisions of this agreement cannot be changed or modified unless in
writing signed by an authorized corporate officer, director or agent of
USER and OWNER. No modification or amendment of any provision of this
Agreement shall be construed as a waiver, breach or cancellation of any
other provision.
This Agreement constitutes the sole agreement between the
OWNER and USER hereto pertaining to the subject matter described
herein, and effective as of the date of this Agreement.
12. WAIVER OF RIGHTS
Failure by either of The Parties to enforce any rights under
this Agreement shall not be construed as the waiver of such rights. Any
waiver, including waiver of default, in any one instance, shall not
constitute a continuing waiver or a waiver in any other instance. Any
acceptance of money or other performance by either of The Parties,
shall not constitute a waiver of any default, except as to the payment
of the particular payment or performance so received.
13. VALIDITY OF PARTS
Any invalidity of any portion of this Agreement shall not
affect the validity of the remaining portion, and unless substantial
performance of this Agreement is frustrated by any such invalidity,
this Agreement shall continue in effect.
14. HEADINGS
The headings used herein are for purposes of convenience only
and shall not be used in interpreting the provisions hereof. As used
herein, the male gender shall include the female and neuter genders;
the singular shall include the plural, the plural, the singular and
termination shall include expiration.
<PAGE>
15. EXECUTION BY THE PARTIES
This Agreement shall not be binding on either of The Parties,
unless and until it shall have been accepted and signed by authorized
officers or directors of USER and OWNER.
16. ATTORNEY'S FEES
If either of The Parties hereto commences an action against
the other, arising out of or in connection with this Agreement, the
prevailing of The Parties shall be entitled to have and recover from
the other Party its reasonable attorneys' fees and costs at all trial
and appellate levels.
17. ASSIGNMENT
Either party may delegate any obligation under this Agreement
or assign this Agreement or any interest or right hereunder without the
prior written consent of the other and any such assignment or transfer
may not be null and voided.
18. GOVERNING LAW
This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Any provision of this
Agreement which may be determined by a court of competent jurisdiction
to be prohibited or nonenforceable in any jurisdiction shall, as to
that jurisdiction, be effective to the extent of the prohibition or
nonenforceability, without invalidating the remaining provisions of
this Agreement.
19. NO PROJECTIONS OR REPRESENTATIONS
The Parties acknowledge and represent that no projections or
representations regarding the amount of income, sale, or profits they
can expect to earn or receive by virtue of this Agreement, has been
received from either of The Parties. The Parties acknowledge that no
representations or warranties inconsistent with this Agreement were
made to induce each other to execute this Agreement.
The Parties acknowledge that neither of the Parties nor any
other person can guarantee the success of the business. The
undersigned, by signing this Agreement, acknowledge that they have read
same and that it has been requested to state in writing hereafter any
terms, claims, covenants, promises, or representations, including
representations as to any income, sales, or profit projections, that
were made by either of the parties or its representatives contrary to
the provisions of this Agreement, including the persons making same,
the location, and date thereof.
<PAGE>
20. ACKNOWLEDGMENTS
USER and OWNER have all requisite authority to enter into this
Agreement, whether arising under applicable Federal or State laws,
rules or regulations, to which either of The Parties may be subject to.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CIGARETTE RACING TEAM, INC. OFFSHORE RACING, INC.
By: Robert E. Torter By: Michael W. Macey
Its: Chairman of the Board Its: Director
EXHIBIT 5
LAW OFFICE OF
STEVEN A. SANDERS, P.C.
120 BROADWAY, SUITE 3660
NEW YORK, NEW YORK 10271
TELEPHONE (212) 406-4700
FACSIMILE (212) 406-3750
NEW JERSEY OFFICE: HUNGARY OFFICE:
------------------ ---------------
60 COURT STREET VACI UTCA 18
HACKENSACK, NEW JERSEY 07601 1052 BUDAPEST, HUNGARY
TELEPHONE: (201) 487-3820 TELEPHONE: (361) 266-5987
FACSIMILE: (201) 487-3605
August 21, 1997
Alchemy Holdings, Inc.
3025 N. E. 188th Street
Miami, Florida 33180
Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Alchemy Holdings, Inc. (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 200,000 shares of the common stock of the
Company, par value $.001 per share (the "Shares"), which will be issued to
("Alcott Simpson & Co., Inc.") a consultant to the Company pursuant to a
Consulting Agreement (the "Consulting Agreement") dated as of March 12, 1997, by
and between the Company and ASC.
As special counsel for the Company, we have examined such
corporate records, documents and such questions of law as we have considered
necessary or appropriate for purposes of this opinion and, upon the basis of
such examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of the
Shares pursuant to the Consulting Agreement, and that the Shares being
registered pursuant to the Registration Statement, when issued under the
Consulting Agreement in accordance with the terms of the Consulting Agreement,
will be duly authorized, legally issued, fully paid and nonassessable.
- 1-
<PAGE>
August 21, 1997
Page Two (2)
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. This consent is not to be construed as an
admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
The Law Office of
Steven A. Sanders, P. C.
By: /s/ STEVEN A. SANDERS
-------------------------------------
Steven A. Sanders
- 2-
EXHIBIT 23.2
JERE J. LANE
Certified Public Accountant
2901 N.W. 112 Avenue
Coral Springs, FL. 33065
Tel: (954) 340-2848 / Fax: (954) 340-7519
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
July 8, 1997
To Alchemy Holdings, Inc.:
We hereby consent to the incorporation in this registration Form S-8 of our
report dated April 15, 1997 accompanying the financial statements of Alchemy
Holdings, Inc., (formerly Hawk Marine Power) a Florida Corporation.
/s/ JERE J. LANE
------------------
JERE J. LANE
