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.)
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( Exact name of registrant as specified in its charter)
FLORIDA 59-1886450
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification nos.)
3025 N.E., 188 STREET, MIAMI, FLORIDA 33180
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(address of principal executive offices)
ALCHEMY EMPLOYEE STOCK PAYMENT PLAN
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(Full title of plan)
Adam Schild, 3025 N.E., 188 Street, Miami, FL 33180,
305 932-9230
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(Name, address and telephone nos. of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
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 $2.00 $400,000 $118
</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 registered 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
Not Applicable
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 FORM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Registrant, as amended (1)
i. By-laws of the Registrant (1)
5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
10 Alchemy Employee Stock Payment Plan
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.
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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.
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
<PAGE>
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.
<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 24th day of June, 1998.
ALCHEMY HOLDINGS, INC.
By: /s/ Craig Barrie
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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/ Craig Barrie Date: June 24, 1998
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Craig Barrie, Director
/s/ Berton Lorow Date: June 24, 1998
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Berton Lorow, Director
/s/ Adam Schild Date: June 24, 1998
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Adam Schild, Director
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
10 Alchemy Employee Stock Payment Plan
23.2 Consent of Jere J. Lane certified public accountant
EXHIBIT 5
BECKMAN, MILLMAN & SANDERS, LLP
ATTORNEYS AT LAW 116 JOHN STREET, NEW YORK, NY 10036
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TELEPHONE: (212)406-4700
TELECOPIER (212)406-3750
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HUNGARY OFFICE
VACI UTCA 18
1052 BUDAPEST, HUNGARY
TELEPHONE: (361) 266-5987
June 24, 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 200,000 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: /s/ Steven A. Sanders
---------------------
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
<PAGE>
implement those terms and conditions. The Company reserves the
right to 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 infull 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
<PAGE>
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.
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.
<PAGE>
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.
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
<PAGE>
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.
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,
/s/ Craig Barrie
----------------
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
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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.
d. 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 ________________, in the year _______.
ALCHEMY HOLDINGS, INC.
By: /s/ Craig Barrie
----------------------
Craig Barrie
--------------------------
Employee
--------------------------
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
June 24, 1998
To Alchemy Holdings, Inc.:
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,
/s/ Jere J. Lane
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Jere J. Lane, C.P.A.
JJL/ss
