SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/A
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)
ALCHEMY EMPLOYEE STOCK PAYMENT PLAN
(Full title of plan)
Adam Schild, 3025 N.E., 188 Street, Miami, FL 33180, 305 932-9230
(Name, address and telephone nos. of agent for service)
Calculation of Registration Fee $118
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE
- --------------------------------------------------------------------------------
Common Stock 200,000 $2.00 $400,000
<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 FROM 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 (2)
10.1 Amended 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.
2. Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-8, File no. 333-57699.
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 bonafide 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
Miami, State of Florida this 24th day of June, 1998.
ALCHEMY HOLDINGS, INC.
By: /s/ Craig Barrie
-----------------------
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: April 12, 1999
------------------------
Craig Barrie, Director
/s/ Berton Lorow Date: April 12, 1999
------------------------
Berton Lorow, Director
/s/ Adam Schild Date: April 12, 1999
------------------------
Adam Schild, Director
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
10.1 Amended 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
----
TELEPHONE: (212)406-4700
TELECOPIER (212)406-3750
-----
HUNGARY OFFICE
VACI UTCA 18
1052 BUDAPEST, HUNGARY
TELEPHONE: (361) 266-5987
April 12, 1999
Alchemy Holdings, Inc.
3025 N.E. 188th Street
Miami, Florida 33180
Gentlemen:
We refer to Amendment No. 1 to the registration statement on Form S-8
("Amended Registration Statement") to be filed by Alchemy Holdings, Inc. (the
"Company") with the Securities and Exchange Commission (the "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 were issued to employees of the Company pursuant to its Employees Stock
Payment Plan ("Plan") adopted by your Board of Directors on January 2, 1998.
In our continued role as special counsel to the Company, we have advised
the Company to amend its Plan (the amended plan as found as an exhibit to the
Amended Registration Statement shall be referred to herein as the "Amended
Plan") to more accurately reflect the nature of the relationship between the
Company and Cigarette Racing Team, Inc. ("Cigarette"). It is our opinion that
the Amended Plan, more accurately reflects the nature of the relationship
between the Company and Cigarette, than the original plan. Furthermore, it
continues to be our opinion that all necessary corporate proceedings by the
Company were duly taken to authorize the issuance of the Shares pursuant to the
Amended Plan, and that the Shares when issued under the Amended Plan, in
accordance with its terms, were duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Amended Registration
<PAGE>
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 Amended 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
APRIL 12, 1999
(to be retroactive JANUARY 2, 1998)
AMENDED 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
<PAGE>
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 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
<PAGE>
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. However, the term
"employee" in this Alchemy Employee Stock Payment Plan shall include,
any person employed by Cigarette Racing Team, Inc. ("Cigarette")
either presently or who was employed at any time subsequent to the
execution date of a Letter of Intent, dated October 25, 1997, to which
the Company and Cigarette are parties. However, in the event that
either party effectively terminates the Letter of Intent referred to
in this paragraph c, the term "employee" shall cease to include
employees of Cigarette.
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
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
<PAGE>
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.
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.
<PAGE>
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
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
----------- --------------- ------------
----------- --------------- ------------
----------- --------------- ------------
<PAGE>
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.
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.
<PAGE>
(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;
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
<PAGE>
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.
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
April 12, 1999
To Alchemy Holdings, Inc.:
I hereby consent to your incorporation in the registration statement (Form
S-8/A) 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
