<PAGE> 1
As filed with the Securities and Exchange Commission on _________, 1997
Registration No. 33-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
LONE STAR INTERNATIONAL ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Nevada 200 Palo Pinto 87-0434288
(State of Other Jurisdiction Suite 108 (I.R.S. Employer
of Incorporation or Organization) Weatherford, Texas 76086 Identification No.)
(Address of Principal Executive Offices)
</TABLE>
------------------------------
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (JOHN SLOAN)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (BARBARA MATALON)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (TONY SANDELIER)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (SUSAN PITMAN)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (JUDSON WHITING)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (GEORGE GLAUSER)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (BARBARA PIRES)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (PETER SOSNOWSKI)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (ROBERT HORRIGAN)
CORPORATE DEVELOPMENT & CONSULTING AGREEMENT (LINDA MEYERS)
(Full Title of the Plan)
------------------------------
C.E. JUSTICE
President
Lone Star International Energy, Inc.
200 Palo Pinto
Suite 108
Weatherford, Texas 76086
(Name and Address of Agent for Service)
Telephone Number, Including Area Code
of Agent for Service:
(817) 598-0542
APPROXIMATE DATE SALE TO PUBLIC WILL START: AS SOON AS PRACTICABLE
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount
Securities to to be Offering Price Per Aggregate Offering Registration
be Registered Registered Share (1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001.... 7,000,000(2) $1.625 $11,375,000.00 $3,447.00
===========================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(a) solely for the purpose of
calculating the registration fee based upon closing price on March 14,
1997.
(2) 700,000 shares of Class "A" common stock of the Company, par value $.001
per share, have been reserved for issuance pursuant to each of the
above-described ten Agreements, for a total of 7,000,000 shares.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
NOTE: The document(s) containing the information required by Item 1
of Form S-8 and the document of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"). In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provision of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
-2-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration statement incorporates herein by reference the
following documents which have been filed (File No. 333-55254-07) with the
Commission by Lone Star International Energy, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"):
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995; and
2. The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.
Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
700,000 shares of Class "A" common stock of the Company, par value
$.001 per share, have been reserved for issuance pursuant to each of the ten
Agreements, for a total of 7,000,000 shares. Shares issued are fully paid and
nonassessable shares. The shares of Class "A" common stock may not be divided
into classes and may not be issued in series. No shares carry a pre-emptive or
other right to purchase, subscribe for or take part of any securities of the
Company issued by it. No shares have a right to cumulate votes for directors.
Each outstanding share is entitled to one vote, in person or by proxy, on each
matter submitted to a vote at a meeting of the stockholders. No shares have
any rights of priority with regard to any dividends or other distributions
which may be declared or become payable to shareholders. The Board of
Directors may, in its sole discretion, declare dividends to be paid out of
legally available surplus.
-3-
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada Revised Statutes Section 78.751 and Article VII of the
Company's Bylaws provide the Company with powers and authority to indemnify its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
-4-
<PAGE> 5
provided, however, that the undertakings set forth in
paragraph (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the 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, on 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
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-5-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
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 Weatherford, State of Texas, on March 17, 1997.
LONE STAR INTERNATIONAL
ENERGY, INC.
By:/s/ CECIL E. JUSTICE
--------------------------
Cecil E. Justice
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ CECIL E. JUSTICE President & Director March 18, 1997
- -----------------------------
Cecil E. Justice
/s/ MICHAEL D. HERRINGTON Director & CFO March 18, 1997
- -----------------------------
Michael D. Herrington
/s/ WILLIAM D. JOSSERAND, JR. Director March 18, 1997
- -----------------------------
William D. Josserand, Jr.
</TABLE>
-6-
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<S> <C>
*4.1- Articles of Incorporation of Lone Star Energy, Inc. . . .
*4.2- Bylaws of Lone Star Energy, Inc. . . . . . . . . . . . . .
10.1- Corporate Development & Consulting Agreement
by and between John Sloan and the Company . . . . . . . .
10.2- Corporate Development & Consulting Agreement
by and between Barbara Matalon and the Company . . . . . .
10.3- Corporate Development & Consulting Agreement
by and between Tony Sandelier and the Company . . . . . .
10.4- Corporate Development & Consulting Agreement
by and between Susan Pitman and the Company . . . . . . .
10.5- Corporate Development & Consulting Agreement
by and between Judson Whiting and the Company . . . . . .
10.6- Corporate Development & Consulting Agreement
by and between George Glauser and the Company . . . . . .
10.7- Corporate Development & Consulting Agreement
by and between Barbara Pires and the Company . . . . . . .
10.8- Corporate Development & Consulting Agreement
by and between Peter Sosnowski and the Company . . . . . .
10.9- Corporate Development & Consulting Agreement
by and between Robert Horrigan and the Company . . . . . .
10.10- Corporate Development & Consulting Agreement
by and between Linda Meyers and the Company . . . . . . .
</TABLE>
-7-
<PAGE> 8
<TABLE>
<S> <C>
5 - Opinion of Michener Larimore Swindle Whitaker
Flowers Sawyer Reynolds & Chalk, L.L.P. . . . . . . . . . .
24.1- Consent of Hollander, Gilbert & Co.. . . . . . . . . . . . . .
24.2- Consent of Davis, Kinard & Co., P.C. . . . . . . . . . . . . .
24.3- Consent of Michener Larimore Swindle Whitaker
Flowers Sawyer Reynolds & Chalk, L.L.P.
(incorporated in Exhibit 5)
</TABLE>
* Previously filed as the same exhibit number with the Company's Registration
Statement on Form 10-KSB for the year ending December 31, 1995, and
incorporated herein by reference.
-8-
<PAGE> 1
Exhibit 4.4
Corporate Development & Consulting Agreement by and between
John Sloan and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between John Sloan
("Consultant") and Cumberland Companies, Inc. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, Inc.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: /s/ C. E. JUSTICE For: /s/ JOHN SLOAN
---------------------------- --------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President John Sloan
<PAGE> 1
Exhibit 4.5
Corporate Development & Consulting Agreement by and between
Barbara Matalon and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between BARBARA
MATALON ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: /s/ C. JUSTICE For: /s/ BARBARA MATALON
---------------------------- --------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Barbara Matalon
<PAGE> 1
Exhibit 4.6
Corporate Development & Consulting Agreement by and between
Tony Sandelier and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting AGREEMENT is dated November 20, 1996 between
THOMAS SANDELIER III ("Consultant") and CUMBERLAND COMPANIES, INC.
(The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.
"Consultant" shall perform the following services"
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
Section 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: For: /s/ THOMAS SANDELIER III
---------------------------- ----------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Thomas Sandelier III
<PAGE> 1
Exhibit 4.7
Corporate Development & Consulting Agreement by and between
Susan Pitman and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between SUSAN J.
PITMAN ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: /s/ C. JUSTICE For: /s/ SUSAN J. PITMAN
---------------------------- -------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Susan J. Pitman
<PAGE> 1
Exhibit 4.8
Corporate Development & Consulting Agreement by and between
Judson Whiting and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between JUDSON L.
WHITING III ("Consultant") and CUMBERLAND COMPANIES, INC. (The
"Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: For: /s/ JUDSON L. WHITING III
---------------------------- ---------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Judson L. Whiting III
<PAGE> 1
Exhibit 4.9
Corporate Development & Consulting Agreement by and between
George Glauser and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between GEORGE
GLAUSER ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: For: /s/ GEORGE GLAUSER
---------------------------- --------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President George Glauser
<PAGE> 1
Exhibit 4.10
Corporate Development & Consulting Agreement by and between
Barbara Pires and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between BARBARA
PIRES ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: For: /s/ BARBARA PIRES
---------------------------- --------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Barbara Pires
<PAGE> 1
Exhibit 4.11
Corporate Development & Consulting Agreement by and between
Peter Sosnowski and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between PETER
SOSNOWSKI ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: For: /s/ PETER SOSNOWSKI
---------------------------- --------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Peter Sosnowski
<PAGE> 1
Exhibit 4.12
Corporate Development & Consulting Agreement by and between
Robert Horrigan and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between ROBERT
HORRIGAN ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: For: /s/ ROBERT HORRIGAN
---------------------------- --------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Robert Horrigan
<PAGE> 1
Exhibit 4.13
Corporate Development & Consulting Agreement by and between
Linda Meyers and the Company
<PAGE> 2
CORPORATE DEVELOPMENT
&
CONSULTING AGREEMENT
This Consulting Agreement is dated November 20, 1996 between LINDA
MEYERS ("Consultant") and CUMBERLAND COMPANIES, INC. (The "Company").
WHEREAS Consultant's main business is in the area of corporate
development for publicly traded companies.
NOWTHEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. Corporate Development for:
CUMBERLAND COMPANIES, INC.,
"Consultant" shall perform the following services":
(a) Assist the Company in creating awareness of the Company's goods and
services.
(b) Assist the Company in locating suitable corporate partners and consultants
to assist it with its business plan.
(c) "Provided under no circumstances shall the Consultant's services be in
connection with the offer or sale of the Company's securities in a capital
raising transaction."
SECTION 2. COMPENSATION
Consultant's compensation hereunder shall be paid as follows:
(a) For services rendered under Section 1 hereof, Consultant shall be issued
700,000 shares of the Company's common stock. The Company will use its best
efforts to file a registration statement on Form S-8 covering the resale of
such shares at such time as the Company qualifies for such use of Form S-8.
SECTION 3. TERM
The term of this Agreement shall be for twelve months and may be renewed or
restructured with the written consent of both parties.
<PAGE> 3
SECTION 4. SCOPE OF DUTIES
Consultant acknowledges that it may not make any representations about the
future performance of the Company, nor guarantee its results.
SECTION 5. RELATIONSHIP OF PARTIES
This Agreement shall not constitute an employer-employee relationship. It is
the intention of each party that Consultant shall be an independent contractor
and not an employee of the Company. Consultant shall bear sole responsibility
for its actions and any representations made on behalf of the Company. All
compensation paid to Consultant shall constitute earnings to Consultant and be
classified as corporate income. The Company shall not withhold any amounts
therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
SECTION 6. DISCLOSURE OF INFORMATION
Consultant agrees not at any time (during or after the term of this Agreement),
to disclose or use, except in the pursuit of business of the Company, any
proprietary information of the Company. Proprietary information may be defined
as all information which is known only to Consultant, other consultants,
employees of the Company or its affiliates or any other interested parties. It
may relate to specific matters including patent applications, trade secrets,
secret processes, identities of suppliers or customers of the Company or any of
its affiliates. Consultant also acknowledges that all such information
represents the exclusive property of the Company.
SECTION 7. MISCELLANEOUS
In the event of default or breach of contract, the interpretation of this
Agreement shall be governed by the local law of the State of New York, and both
parties hereby consent to the jurisdiction of New York County, NY.
For: For: /s/ LINDA MEYER
---------------------------- --------------------------
Cumberland Companies, Inc. Consultant
C.E. Justice, President Linda Meyer
<PAGE> 1
Exhibit 5
Opinion of
Michener Larimore Swindle Whitaker
Flowers Sawyer Reynolds & Chalk, L.L.P.
<PAGE> 2
(817) 878-0530 Refer to File No.
March 14, 1997
Lone Star International Energy, Inc.
200 Palo Pinto
Suite 108
Weatherford, Texas 76086
Re: Corporate Development & Consulting Agreement by and between
John Sloan and the Company;
Corporate Development & Consulting Agreement by and between
Barbara Matalon and the Company;
Corporate Development & Consulting Agreement by and between
Tony Sandelier and the Company;
Corporate Development & Consulting Agreement by and between
Susan Pitman and the Company;
Corporate Development & Consulting Agreement by and between
Judson Whiting and the Company;
Corporate Development & Consulting Agreement by and between
George Glauser and the Company;
Corporate Development & Consulting Agreement by and between
Barbara Pires and the Company;
Corporate Development & Consulting Agreement by and between
Peter Sosnowski and the Company;
Corporate Development & Consulting Agreement by and between
Robert Horrigan and the Company;
and Corporate Development & Consulting Agreement by and
between Linda Meyers and the Company (collectively, the
"Plans")
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Lone Star International Energy, Inc.,
a Nevada corporation formerly known as Cumberland Companies (the "Company"),
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to 7,000,000 shares of
common stock, $.001 par value, of the Company (the "Common Stock"), to be
issued from time to time pursuant to the above-referenced Plans, certain legal
matters in connection with the Common Stock are being passed upon for you by
us. At your request, this opinion is being furnished to you for filing as
Exhibit 5 to the Registration Statement.
<PAGE> 3
LoneStar International Energy, Inc.
March 14, 1997
Page 2
The Plans provide for the issuance to certain individual consultants
named therein of shares of common stock of the Company in exchange for
professional services rendered by them as described therein. As used herein,
the term "Shares" shall mean the Shares issuable to such individuals.
In our capacity as your counsel in connection referred to above, we
have examined the Plans, the Company's Articles of Incorporation, and its
Bylaws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company,
statutes and other instruments or documents, a basis for the opinions
hereinafter expressed.
We have assumed that all signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
Based upon our examination as aforesaid and subject to assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Nevada.
2. Upon the issuance and delivery of such Shares upon
the receipt of the consideration stated in the Plans, such Shares will
be validly issued, fully paid and nonassessable.
We do not express any opinion herein on any other respect of the
Shares, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Plans or the issuance of the Shares, or the
enforceability of any particular provisions of the Plans.
The opinions set forth above are limited in all respects to matters of
Nevada law as in effect on the date hereof.
We consent to the inclusion in the Registration Statement (Form S-8)
pertaining to the Plans, of this opinion.
Very truly yours,
Wayne M. Whitaker, Partner
WMW/jj
<PAGE> 1
Exhibit 24.1
Consent of Hollander, Gilbert & Co.
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Corporate Development & Consulting Agreement by
and between John Sloan and Cumberland Companies, Inc., Corporate Development &
Consulting Agreement by and between Barbara Matalon and Cumberland Companies,
Inc., Corporate Development & Consulting Agreement by and between Tony
Sandelier and Cumberland Companies, Inc., Corporate Development & Consulting
Agreement by and between Susan Pitman and Cumberland Companies, Inc., Corporate
Development & Consulting Agreement by and between Judson Whiting and Cumberland
Companies, Inc., Corporate Development & Consulting Agreement by and between
George Glauser and Cumberland Companies, Inc., Corporate Development &
Consulting Agreement by and between Barbara Pires and Cumberland Companies,
Inc., Corporate Development & Consulting Agreement by and between Peter
Sosnowski and Cumberland Companies, Inc., Corporate Development & Consulting
Agreement by and between Robert Horrigan and Cumberland Companies, Inc., and
Corporate Development & Consulting Agreement by and between Linda Meyers and
Cumberland Companies, Inc., of our report dated August 25, 1995, with respect
to the consolidated financial statements and schedules of Lone Star
International Energy, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ HOLLANDER, GILBERT & CO.
-------------------------------
Hollander, Gilbert & Co.
Los Angeles, California
March 17, 1997
<PAGE> 1
Exhibit 24.2
Consent of Davis, Kinard & Co., P.C.
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Corporate Development & Consulting Agreement by
and between John Sloan and Cumberland Companies, Inc., Corporate Development &
Consulting Agreement by and between Barbara Matalon and Cumberland Companies,
Inc., Corporate Development & Consulting Agreement by and between Tony
Sandelier and Cumberland Companies, Inc., Corporate Development & Consulting
Agreement by and between Susan Pitman and Cumberland Companies, Inc., Corporate
Development & Consulting Agreement by and between Judson Whiting and Cumberland
Companies, Inc., Corporate Development & Consulting Agreement by and between
George Glauser and Cumberland Companies, Inc., Corporate Development &
Consulting Agreement by and between Barbara Pires and Cumberland Companies,
Inc., Corporate Development & Consulting Agreement by and between Peter
Sosnowski and Cumberland Companies, Inc., Corporate Development & Consulting
Agreement by and between Robert Horrigan and Cumberland Companies, Inc., and
Corporate Development & Consulting Agreement by and between Linda Meyers and
Cumberland Companies, Inc., of our report dated February 10, 1997, with respect
to the consolidated financial statements and schedules of Lone Star
International Energy, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ DAVIS, KINARD & CO., P.C.
-----------------------------
Davis, Kinard & Co., P.C.
Abilene, Texas
March 17, 1997
