As filed with the Securities and Exchange Commission on October 13, 1998
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. 188TH STREET, AVENTURA, FLORIDA 33180
(address of principal executive offices)
ALCHEMY EMPLOYEE STOCK PAYMENT PLAN AND PROFESSIONAL LEGAL SERVICES
(Full title of plan)
ADAM C. SCHILD, 3025 N.E., 188TH STREET, AVENTURA, 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 265,000 $2.00 $530,000 $156.35
</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 de-registers 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 Annual Report on Form 10-KSB for the period
ending September 30, 1997, filed pursuant to Section 13(a) of
the Exchange Act, containing audited financial statements for
that period;
(b) All other reports filed by the Registrant pursuant to Action
13 (a) or 15 (d) of the Exchange Act since September 30, 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
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS IN SECURITIES
The validity of the authorization and issuance of the Common Stock
issuable to Alchemy Holdings, Inc. Employee Stock Payment Plan; and
Beckman, Millman & Sanders, LLP;
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
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.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The shares of Common Stock being registered pursuant to this
Registration Statement were issued for professional legal services
rendered and the Alchemy Holdings, Inc. Employee Stock Payment Plan.
The issuance of such shares were exempt from the registration
requirements of the Securities Act of 1933, as 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)
1. By-laws of the Registrant (1)
5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
10 Alchemy Employee Stock Payment Plan
24.1 Consent of The Law Office of Beckman, Millman & Sanders, LLP (included
in Exhibit 5)
24.2 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.
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.
<PAGE>
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.
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 Aventura, State of Florida
this 13th day of October, 1998.
ALCHEMY HOLDINGS, INC.
By: /s/ CRAIG N. BARRIE
--------------------------------------
Craig N. 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.
<TABLE>
<S> <C>
/s/ CRAIG N. BARRIE Date: October 13, 1998
---------------------------------------------------
Craig N. Barrie, Director
/s/ BERTON LOROW Date: October 13, 1998
---------------------------------------------------
Berton Lorow, Director
/s/ ADAM C. SCHILD Date: October 13, 1998
---------------------------------------------------
Adam C. Schild, Director
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
10 Alchemy Employee Stock Payment Plan
24.2 Consent of Jere J. Lane certified public accountant.
EXHIBIT 5
BECKMAN, MILLMAN & SANDERS, LLP
Attorneys At Law
116 John Street, New York, NY 10036
----
Telephone: (212)406-4700
Telecopier (212)406-3750
-----
Hungary Office
VACI UTCA 18
1052 Budapest, Hungary
Telephone: (361) 266-5987
October 13, 1998
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 265,000 shares of the common stock of the
Company, par value $.001 per share (the "Shares"), which may be issued to
employees of the Company pursuant to its Employee Stock Payment Plan ("Plan")
adopted by your Board of Directors on January 2, 1998.
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 Plan, and that the Shares being registered pursuant to
the Registration Statement, when issued under the Plan, in accordance with the
terms of the Plan, will be duly authorized, legally issued, fully paid and
non-assessable.
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.
BECKMAN, MILLMAN & SANDERS, LLP
BY:
Steven A. Sanders
EXHIBIT 10
ALCHEMY HOLDINGS, INC.
3025 N.E. 188 STREET
MIAMI, FLORIDA 33180
JANUARY 2, 1998
ALCHEMY EMPLOYEE STOCK PAYMENT PLAN
ALL EMPLOYEES:
Alchemy Holdings, Inc. ("ALCHEMY") is now providing you with the
following information regarding the ALCHEMY Employee Stock Payment Plan.
THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN OR MAY HEREAFTER BE REGISTERED UNDER THE SECURITIES ACT OF 1933.
1. PLAN INFORMATION.
a. GENERAL PLAN INFORMATION
The information contained in this document relates to the
ALCHEMY Employee Stock Payment Plan (the "Plan") established by
ALCHEMY, a Florida Corporation (the "Company"), under which shares of
the common stock, $.001 par value, of the Company (the "Common Stock")
are to be offered to certain employees and former employees of the
Company, from time to time, as more particularly provided below in this
paragraph 1(a) (collectively the "Participants" and individually a
"Participant"). The Company has established the Plan for the purpose of
issuing shares of its Common Stock to Participants in payment and full
satisfaction of wages and/or benefits to which they already are or
otherwise may become entitled for services rendered or to be rendered
as employees or former employees of the Company.
To participate under the Plan, each Participant must be either
(1) an employee or (2) a former employee of the Company, who in either
case is not an "affiliate" as defined in Rule 405 promulgated under the
Securities Act of 1933 (the Securities Act"), which shall be determined
by the Company's President on an individual basis. In addition, the
Plan requires that each Participant have executed a Stock Payment
Agreement, which, among other things, provides for such Participant to
accept shares of Common Stock in payment and in full satisfaction of
the wages and/or benefits to which such Participant is or may become
entitled in connection with services he or she has or may subsequently
render to the Company (the "Stock Payment Agreement"). The Company's
Board of Directors sets the terms and conditions of the Plan, from time
to time, in its sole discretion, including without limitation the
Purchase Price Per Share, as defined in paragraph 1(d) of this Plan and
authorizes the President to implement those terms and conditions. The
Company reserves the right to
<PAGE>
modify, extend or terminate any of the provisions of the Plan at any
time and from time to time in its sole discretion. The Plan is not
subject to the provisions of the Employee Retirement Income Security
Act of 1974. Unless terminated by the Board of Directors, the Plan's
duration shall be perpetual. If additional information regarding the
Plan is needed, please write the Company at 3025 N.E. 188 Street,
Miami, Florida 33180, Attn: President, or call (305) 932-9230.
b. SECURITIES TO BE OFFERED
Currently, the securities contemplated to be offered pursuant
to the Plan consist of 1,000,000 shares of the Company's Common Stock.
However, to the extent the Plan may be modified, extended or terminated
by the Company's Board of Directors from time to time, an additional or
lesser number of the Company's Common Stock may be offered pursuant to
the Plan.
The Company has 50,000,000 authorized shares of Common Stock.
Each share of Common Stock is entitled to share pro rata in dividends
and distributions, if any, with respect to the Common Stock, when, and
if declared by the Board of directors, in its sole discretion, from
funds legally available thereof. Holders of shares of Common Stock do
not have any preemptive rights to subscribe for additional securities
of the Company. Upon liquidation, dissolution or winding up of the
Company, each share of the Common Stock is entitled to share-ability in
the amount available for distribution to holders of Common Stock. All
shares of Common Stock outstanding are fully-paid and non-assessable
and the Common Stock offered pursuant to the Plan, upon registration
pursuant to an effective registration statement on Form S-8 and full
payment therefor, will be fully-paid and non-assessable and will not be
subject to conversion, redemption or sinking fund provisions.
Each shareholder is entitled to one vote for each share of
Common Stock held. There is no right to cumulative voting for the
election of directors. This means that holders of greater than fifty
percent of the shares voting for the election of directors can elect
all of the directors if they choose to do so, and in such event, the
holders of less than fifty percent of the shares voting for the
election of directors will not be able to elect any person or persons
to the Board of Directors.
c. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
Employees and former employees are eligible for participation
in the Plan according to the standards set forth in paragraph 1(a)
above. "Affiliates" of the Company as defined in Rule 405 of the
Securities Act are not eligible to participate in the Plan.
<PAGE>
d. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED.
Plan Participants will accept shares of Common Stock from time
to time, in payment and in full satisfaction of Net Wages and/or
benefits (as hereinafter defined), payable for such periods as the
President of the Company shall determine from time to time in his sole
discretion. The Board of Directors of the Company, from time to time,
in its sole discretion, shall fix a price per share at which Common
Stock shall be issuable under and in accordance with the Plan (the
"Purchase Price Per Share"). Participants desiring to participate at
that time under the Plan, shall execute a Stock Payment Agreement in
the form approved by the Board of Directors of the Company from time to
time. The number of shares of Common Stock issuable to a plan
Participant shall be determined by dividing such Plan Participant's Net
Wages and/or Benefits by the Purchase Price Per Share in effect at the
time of issuance. For purposes of this Plan, the term Net Wages and/or
Benefits shall mean the wages and/or benefits to which a Plan
Participant is or may subsequently be entitled for services rendered to
the Company as a past or present employee, less any and all applicable
tax and other withholdings or deductions required by law, which the
Company shall remit directly to the appropriate authorities, if and
when due and owing.
As a condition of participation in the Plan, the Stock Payment
Agreement shall require the Participant to place in escrow with the
Company any and all shares of Common Stock issued under the Plan
("Escrowed Shares") pending sale of such shares by the undersigned in
accordance with and subject to the requirements of this Plan, the Stock
Payment Agreement, the Company's Stock Transfer Agent and/or the broker
utilized to effect the sale of such shares of Common Stock. A Plan
Participant may sell all or a portion of the Escrowed Shares, subject
to the condition that such Plan Participant shall place the proceeds of
any such sale, net of broker commissions and similar transaction fees
and expenses ("Net Proceeds") in escrow with the Company until such
Participant has earned the Net Wages and/or Benefits which his or her
services as an employee entitle him or her under the terms of his or
her employment ("Escrowed Funds"). In the event a Participant elects
not to sell shares of Common Stock he has accepted under this Plan,
such shares shall be further held in escrow for the period necessary,
if any for the Participant to earn the Net Wages and/or Benefits which
such shares are to pay for by rendering services as a Company employee
in accordance with the Participant's terms and conditions of
employment. As the Plan Participant renders services and earns Net
Wages and/or Benefits as an employee of the Company, the Company as
escrow agent shall release and deliver Escrowed Funds or Escrowed
Shares, as the case may be, to the Plan Participant in accordance with
the Company's usual pay periods. In the event a Participant for any
reason fails to earn Net Wages and/or Benefits for which shares of
Common Stock may have been issued, such Participant agrees and
acknowledges that such shares (or Net Proceeds, if previously sold)
shall be automatically assigned and shall revert to the Company without
any action by such Participant, in the manner more particularly
described in paragraph 1(h) of this Plan. The Company will not purchase
Common Stock on the open market, but rather will rely on the original
issuance of Company Common Stock for issuance under the Plan.
<PAGE>
e. RESALE RESTRICTIONS
Shares of Common Stock purchased under the Plan are subject to
restrictions imposed by the Plan itself, as well as restrictions
imposed by the Securities Act and the staff of the Securities and
Exchange Commission (the "SEC") by virtue of its rule-making authority
thereunder. As more particularly described in paragraph 1(d) of this
Plan document, under certain circumstances the shares of Common Stock
issued under this Plan and net proceeds from sales thereof maybe
subject to escrow requirements.
Under the Plan, "affiliates" of the Company as defined in Rule
405 promulgated under the securities Act are ineligible to participate.
Further the Common Stock issuable under this Plan will be registered on
Form S-8 and therefor will not be deemed "restricted securities" under
Rule 144(a)(3) of the Securities Act. In view of the foregoing, the
shares of Common Stock issuable under this Plan to persons who are not
"affiliates," generally, will be freely tradable upon issuance and
payment therefor in accordance with all the terms and conditions of
this Plan and the Stock Purchase Agreement.
In the event, however, an "affiliate" of the Company
inadvertently accepts shares under the Plan, or a Participant becomes
an "affiliate" of the Company subsequent to accepting Common Stock
under this Plan, the securities of the Company acquired under a
Securities Act registration statement held by such Participant,
including without limitation any Common Stock issued to such
Participant under this Plan, will be deemed "control securities" under
Form S-8 under the Securities Act. Any such "control securities" may be
subsequently transferred, re-offered or resold by a Participant only if
made 1) in accordance with an available exemption from the registration
requirements of the Securities Act or Rule 144 thereunder; (2) the
subject of a separate registration below, pursuant to a "re-offer
prospectus" filed with, or as a post-effective amendment to a
registration statement on Form S-8 filed with the SEC. In the event any
of the shares of Common Stock accepted by a Participant are at any time
deemed to be "controlled securities" or "restricted securities," the
Company has no present intention to register for transfer re-offer or
resale any of the Common Stock sold to Participants under the Plan,
whether by means of a separate registration statement under the
Securities Act or a "re-offer prospectus," as that term is used in
General Instruction C of Form S-8.
The Company is not and cannot be responsible for any
Participant's compliance with applicable resale restrictions imposed on
Participants by the Securities Act, the staff of the SEC or applicable
state securities law and, accordingly, disclaims any and all
responsibility for Participant's compliance therewith.
<PAGE>
f. TAX EFFECTS OF PLAN PARTICIPATION
The Company anticipates that the Common Stock issued under
this Plan will be deemed compensation and taxed as such for purposes of
federal and applicable state income tax laws and add valorem property
tax laws. Although the Company does not anticipate paying dividends in
the foreseeable future, dividends on any shares of Common Stock
acquired under the Plan, if, as and when declared and paid by the
Company, in its sole discretion, may result in taxable income to the
Participant. Additionally, certain tax liabilities may result under
applicable state laws as a result of a Participant's acquisition,
holding or disposition of Common Stock acquired pursuant to the Plan.
The Plan is not a qualified pension, profit-sharing or stock bonus plan
within the meaning of Section 410(a) of the Internal Revenue Code of
1986, as amended. The foregoing summary does not purport to be an
exhaustive statement of the effect of federal or local state tax laws.
The Company disclaims any and all responsibility for each Participant's
compliance with applicable tax laws. Therefore, each Participant should
seek independent tax advice.
g. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
Participants accepting shares of Common Stock under the Plan
in Payment of Net Wages and/or Benefits may not withdraw from,
terminate or rescind such acceptance of shares of Common Stock once a
Stock Payment Agreement has been executed. Further, the Plan does not
permit assignment or hypothecation of such shares, except with respect
to sales of the shares to effectuate the Plan's express purposes made
in strict accordance with all the terms and conditions of the Plan and
the Stock Payment Agreement.
h. FORFEITURES AND PENALTIES
Participants who acquire shares of Common Stock under the Plan
are subject to certain restrictions on the transfer of those shares, as
more particularly described in paragraph 1(d) of this Plan.
If a Participant fails to earn the Net Wages and/or Benefits
which the Stock Payment Agreement contemplates such Participant will
accept Common Stock in payment of the acceptance and issuance of such
shares shall be automatically rescinded and the Participant irrevocably
authorizes the Company to release such shares, and/or Net Proceeds from
previous sales thereof, to be held, used, owned and enjoyed by the
Company as though such shares or Net Proceeds had never been accepted
by such Participant or otherwise been subject to this Plan. Each
Participant irrevocably agrees to deem such shares as automatically
assigned and remitted to the Company and hereby waives any and all
right to any such shares.
<PAGE>
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The following documents are specifically incorporated by reference in
this Plan document and made a part of hereof.
(a) the Company's Annual Report on Form 10-KSB for the
period ending September 30, 1997, filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act"), and containing audited
financial statements for that period;
(b) all other periodic or episodic reports, including
without limitation Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, filed by the Company
pursuant to Section 13(a) of the Exchange Act since
September 30, 1997, and
(c) all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, not filed prior to the filing of a
post-effective amendment which indicates that all
securities offered pursuant to the Plan have been
sold or which de-registers all securities then
remaining unsold under the Plan.
Copies of the foregoing documentation may be obtained, without charge,
by writing the Company at 3025 N.E. 188 Street, Miami, Florida 33180, Attn:
President, or by calling (305) 932-9230.
Sincerely,
Craig Barrie
President and Chief Executive Officer
<PAGE>
STOCK PAYMENT AGREEMENT
ALCHEMY HOLDINGS, INC.
EMPLOYEE STOCK PAYMENT PLAN
1. SHARES. The undersigned hereby agrees to accept and the Company hereby
agrees to issue shares of Common Stock, $.001 par value ("Shares") of
ALCHEMY HOLDINGS, INC. ("Company") under and subject in all respects to
the terms and provisions of the ALCHEMY. Employee Stock Payment Plan
("Plan"). A copy of the Plan has been delivered to the undersigned and
the terms and provisions of the Plan are incorporated herein by
reference. If there is any inconsistency or discrepancy between the
terms of this Agreement and the Plan, the terms and provisions of the
Plan shall prevail.
2. PAYMENT OF WAGES AND/OR BENEFITS.
a. The Company shall determine the number of the Shares to be
issued by the Company which shall be accepted by the
undersigned to pay the wages and/or benefits due and/or to
become due to the undersigned from the Company as follows:
WAGES AMOUNT PERIOD
----- ------ ------
----------- --------------- ------------
----------- --------------- ------------
----------- --------------- ------------
BENEFITS
--------
-------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
b. Any amount for wages described above is based upon the gross
wages of the undersigned for the period(s) indicated less any
and all applicable tax and other withholdings and deductions
required by law which the Company shall remit directly to the
appropriate authorities if and when due and owning.
<PAGE>
3. ESCROW.
a. The undersigned acknowledges and agrees that the Shares shall
be held by the Company in escrow pending sale of the Shares by
the undersigned in accordance with and subject to the
requirements of the Plan, law, the Company Stock transfer
Agent and/or the broker utilized to affect any sale of the
Shares. In the event the undersigned elects not to sell the
Shares, the Shares shall be further held in escrow for the
period necessary for the undersigned to earn the wages and/or
benefits described in paragraph 2(a) above in accordance with
the terms of the undersigned's employment with the Company. In
the event the undersigned for any reason fails to earn any
portion of the wages and/or benefits for which the Shares may
have been issued, the undersigned agrees that the applicable
portion of the Shares (or their proceeds if previously sold)
shall be deemed assigned and shall revert to the Company.
b. In the event the undersigned elects to sell the Shares, the
net proceeds of the sale (after brokerage and other expenses)
shall be deposited in an escrow account to be maintained by
the Company ("Deposit"). The Deposit shall be held by the
Company to be distributed to the undersigned in accordance
with the following:
(i) No amounts of the Deposit shall be distributed prior
to the date the undersigned has rendered the services
under the undersigned's terms of employment necessary
to earn the wages and/or benefits described in
paragraph 2(a) above.
(ii) After the wages and/or benefits described in
paragraph 2(a) above have been earned in accordance
with the terms of the undersigned's employment
Company, the Deposit shall be distributed at the
time(s) any wages and/or benefits would be paid to or
on behalf of the undersigned in accordance with the
Company's normal policies.
4. REPRESENTATIONS OF THE UNDERSIGNED. The undersigned represents and
acknowledges that the undersigned:
a. Has read, reviewed and understands the contents of the Plan
which has been delivered to the undersigned and constitutes a
prospectus under Section 10(a) of the Securities Act of 1933,
as amended;
b. confirms that the undersigned has had an opportunity to
request and, if so requested, to copy or examine all
documents, records and books pertaining to the undersigned's
prospective purchase of the Shares or to be the business and
affairs of the Company, including all documents specifically
incorporated by reference in the foregoing prospectus;
<PAGE>
c. confirms that the undersigned has had an opportunity to ask
questions of and, if asked, to receive satisfactory answers
from the Company, through its executive officers and other
representatives acting on its behalf, concerning the terms and
conditions of the Plan and the business affairs and prospects
of the Company; and
d. the Company has not guaranteed the amount of net proceeds
realizable to the undersigned upon any sale of Shares.
5. GENERAL.
a. BINDING AGREEMENT; NON-ASSIGNABILITY. Each of the provisions
and agreements herein contained shall be binding upon and
enure to the benefit of the personal representatives, heirs,
devisees, successors and assigns of the respective parties
hereto; but none of the rights or obligations of the
undersigned shall be assignable.
b. ENTIRE AGREEMENT. This Agreement and the other documents
referenced herein constitute the entire understanding of the
undersigned and the Company with respect to the subject matter
hereof and supersede all prior agreements or understandings,
written or oral, and no amendment, modification, or alteration
of the terms hereof shall be binding unless the same be in
writing, dated subsequent to the date hereof and duly approved
and executed by each of the undersigned and the Company.
c. SEVERABILITY. Every provision of this Agreement is intended to
be severable. If any term or provision hereof is illegal or
invalid for any reason whatever, such illegality or invalidity
shall not affect the validity of the remainder of this
Agreement.
d. HEADINGS. The headings of this Agreement are inserted for
convenience and identification only, and are in no way
intended to describe, interpret, define or limit the scope,
extend or intent hereof.
e. APPLICATION OF FLORIDA LAW. This Agreement, and the
application or interpretation thereof, shall be governed
exclusively by its terms and by the laws of the State of
Florida. Venue for all purposes shall be deemed to lie within
Dade County, Florida.
f. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but
all of which together shall constitute on the same instrument.
<PAGE>
IN WITNESS WHEREOF, the Company and the undersigned have executed this
Agreement this ______day of _______________.
ALCHEMY HOLDINGS, INC.
BY: _____________________________
Craig Barrie
-------------------------------
Employee
-------------------------------
EXHIBIT 24.2
JERE J. LANE
Certified Public Accountant
2901 N.W. 112 Avenue
Coral Springs, FL 33065
Tel: (954) 340-2848/ Fax: (954) 340-7519
October 12, 1998
Alchemy Holdings, Inc.
3025 N.E. 188th Street
Aventura, FL 333180
Gentlemen:
I hereby consent to your incorporation in the registration statement
(Form S-8) my report dated January 15, 1998, accompanying the financial
statements for the year ended September 30, 1997 of Alchemy Holdings, Inc.,
(formerly Hawk Marine Power) a Florida Corporation.
Sincerely,
Jere J. Lane, C.P.A.
JJL/ss
