SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NONA MORELLI'S II, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 84-1126818
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2 Park Plaza, Suite 470, Irvine, CA 92614
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(Address of Principal Executive Offices, including ZIP Code)
Consulting or Fee Agreements with James R. Gordon, J. L. Lawver Corp.,
Jonathan Small, Steven H. Dong, John D. Desbrow, Albert Rapuano,
Structure America, Inc., OTC Communications, Edward C. Chen, Richard O. Weed,
Lee Linton, Morris C. Gore, Bryan Lee, and Michael Manson
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(Full title of the plan)
Fred G. Luke, Chief Executive Officer, Nona
Morelli's II, Inc., 2 Park Plaza, #470, Irvine, CA 92614
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(Name and address of agent for service)
(714) 833-5381
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(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Amount of
Title of Securities Amount of Shares Maximum Offering Aggregate Registration
to be Registered to be Registered Price Per Share(1) Offering Price(1) Fee
- ---------------------- ---------------- ------------------ ----------------- -------------
<S> <C> <C> <C> <C>
$.01 par value
Common Stock 59,000 $.32 $ 18,880 $ 6.51
$.01 par value
Common Stock 250,000 $.32 $ 80,000 $ 27.59
$.01 par value
Common Stock 11,000 $.32 $ 3,520 $ 1.21
$.01 par value
Common Stock 450,000 $.32 $ 144,000 $ 49.66
$.01 par value
Common Stock 375,000 $.32 $ 120,000 $ 41.38
$.01 par value
Common Stock 575,000 $.32 $ 184,000 $ 63.45
$.01 par value
Common Stock 772,000 $.32 $ 247,040 $ 85.19
$.01 par value
Common Stock 715,000 $.32 $ 228,800 $ 78.90
$.01 par value
Common Stock 100,000 $.32 $ 32,000 $ 11.03
$.01 par value
Common Stock 147,000 $.32 $ 47,040 $ 16.22
$.01 par value
Common Stock 143,000 $.32 $ 45,760 $ 15.78
$.01 par value
Common Stock 70,000 $.32 $ 22,400 $ 7.72
$.01 par value
Common Stock 60,000 $.32 $ 19,200 $ 6.62
$.01 par value
Common Stock 25,000 $.32 $ 8,000 $ 2.76
TOTALS 3,752,000 N/A $ 1,200,640 $ 414.01
</TABLE>
Total No. of Pages: 61 Exhibit Index on Page No.: 20
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of either (a) the average
of the high and low prices per share of the Common Stock reported on
the OTC Bulletin Board as of a date within five business days prior to
the filing of this Registration Statement.
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<PAGE>
PROSPECTUS
NONA MORELLI'S II, INC.
2 Park Plaza, Suite 470
Irvine, California 92614
(714) 833-5381
(3,752,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by Nona Morelli's II,
Inc., a Colorado corporation (the "Company"), of shares of its $.01 par value
per share common stock (the "Common Stock") to certain advisors and consultants
(the "Consultants") pursuant to Consulting Agreements entered into between the
Company and the Consultants. The Company is registering hereunder and then
issuing, upon receipt of adequate consideration therefor, to the Consultants
3,752,000 shares of Common Stock in consideration for services to be performed
under the respective Consulting Agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Of the
shares registered hereunder, there are 2,422,000 shares being registered for
affiliates of the Company. An affiliate is summarily, any director, executive
officer or controlling shareholder of the Company or anyone of it's
subsidiaries. An "affiliate" of the Company is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
Consultant who is not now an "affiliate" becomes an "affiliate" of the Company
in the future, he would then be subject to Section 16(b) of the Exchange Act.
(See "General Information - Restrictions on Resales").
The Common Stock is traded on the OTC Bulletin Board under the symbol
"NONA".
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is January 8 , 1997
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This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Nona Morelli's II,
Inc., 2 Park Plaza, Suite 470, Irvine, California 92614; Telephone: (714)
833-5381.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates. Through August 16, 1995, the Company's common
stock was traded on the NASDAQ Small CapSM Market under the symbol "NONA".
Subsequent to August 16, 1995, the Company's shares have been traded on the
Electronic Bulletin Board under the symbol "NONA".
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus...................... 6
Item 1. Plan Information..................................................6
General Information...............................................6
The Company.......................................................6
Purposes..........................................................6
Common Stock......................................................6
The Consultants...................................................6
No Restrictions on Transfer.......................................7
Tax Treatment to the Consultants..................................7
Tax Treatment to the Company......................................7
Restrictions on Resales...........................................7
Documents Incorporated by Reference and Additional Information.............8
Item 2. Registrant Information and Employee Plan Annual Information.......9
Legal Opinion and Experts.........................................9
Indemnification of Officers and Directors.........................9
Information Required in the Registration Statement.........................9
Item 3. Incorporation of Documents by Reference...........................9
Item 4. Description of Securities.........................................10
Item 5. Interests of Named Experts and Counsel............................10
Item 6. Indemnification of Directors and Officers.........................10
Item 7. Exemption from Registration Claimed...............................14
Item 8. Exhibits..........................................................14
Item 9. Undertakings......................................................16
Signatures . . . . . . . . ................................................18
Exhibit Index . . . . .....................................................19
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at 2 Park Plaza, Suite
470, Irvine, California 92614 (Telephone: (714) 833-5381).
Purposes
The Common Stock to be issued by the Company to certain Consultants
will be issued pursuant to Consulting Agreements entered into between these
Consultants and the Company, which agreements have been approved by the Board of
Directors of the Company (the "Board of Directors"). The Consulting Agreements
are intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements and the Plan have been filed as exhibits to this
Registration Statement.
Common Stock
The Board has authorized the issuance of up to 3,752,000 shares of the
Common Stock to the Consultants and upon effectiveness of this Registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to
the Company for the purposes set forth in their agreements with the Company.
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No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultants
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultants, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary the
Consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultants receive shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes. The Consultants are urged to consult each of
their tax advisors on this matter. Further, if any recipient is an "affiliate",
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.
Restrictions on Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
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DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended June 30, 1996, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Forms 10-Q (or 10- QSB) filed under the
Securities or Exchange Act subsequent to any filed Form 10-K (or 10-KSB), as
well as all other reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of
the Exchange Act. In addition, all further documents filed by the Company
pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
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Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: Nona Morelli's II Inc., 2 Park Plaza, Suite 470, Irvine,
California 92614: (714) 833-5381.
Legal Opinion and Experts
Richard O. Weed has rendered an opinion on the validity of the
securities being registered. Mr. Weed is not an "affiliate" of the Company. He
currently does not own any shares of the Company's common stock.
The financial statements of Nona Morelli's II, Inc. incorporated by
reference in this Prospectus for the year ended June 30, 1996 have been audited
by Raimondo, Pettit & Glassman, independent certified public accountants, as set
forth in their report which includes an explanatory paragraph with respect to
substantial doubt existing as to the Company's ability to continue as a going
concern incorporated herein by reference, and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by annual
report referred to in (a), above; and
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(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Weed does not own any shares of the Company's common stock.
Item 6. Indemnification of Directors and Officers
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
registrant is insured or indemnified in any manner against any liability which
they may incur in their capacity as such is Sections 7-109-102 through 7-109-110
of the Colorado Revised Statutes effective July 1, 1994 which succeeded Section
7-3-101.5 of the Colorado Revised Statutes which was in effect upon adoption of
the Registrant's articles of incorporation and bylaws. The statute and said
articles in substance provide, in part and summary, as follows; however, this
summary is qualified in its entirety by reference to the specific statutory
provision:
Section 7-109-102. Authority to Indemnify Directors.
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding because
the person is or was a director against liability incurred in the
proceeding if:
(a) The person conducted himself or herself in good faith;
and
(b) The person reasonably believed:
(i) In the case of conduct in an official capacity with
the corporation, that his or her conduct was in the
corporation's best interest; and
(ii) In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had
no reasonable cause to believe his or her conduct was
unlawful.
(2) A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is
conduct that satisfies the requirement of subparagraph (II) of
paragraph (b) of subsection (1) of this section. A director's conduct
with respect to an employee benefit plan for a purpose that the
director did not reasonably believe to be in the interest of the
participants in or beneficiaries of the plan shall be deemed not to
satisfy the requirements of paragraph (a) of subsection (1) of this
section.
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(3) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did not
meet the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this
section:
(a) In connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to
the corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding
the director was adjudged liable on the basis that he or she
derived an improper personal benefit.
(5) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
Section 7-109-103. Mandatory Indemnification of Directors.
Unless limited by its articles of incorporation, a corporation
shall indemnify a person who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a
party because the person is or was a director, against reasonable
expenses incurred by him or her in connection with the proceeding.
Section 7-109-104. Advance of Expenses to Directors.
(1) A corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or
she has met the standard of conduct described in section
7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf,
to repay the advance if it is ultimately determined that he or
she did not meet the standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification
under this article.
(2) The undertaking required by paragraph (b) of subsection
(1) of this section shall be an unlimited general obligation of the
director but need not be secured and may be accepted without reference
to financial ability to make repayment.
(3) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 7-109-106.
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Section 7-109-105. Court-ordered Indemnification of Directors.
(1) Unless otherwise provided in the articles of
incorporation, a director who is or was a party to a proceeding may
apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application,
the court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to
mandatory indemnification under section 7-109-103, the court
shall order indemnification, in which case the court shall
also order the corporation to pay the director's reasonable
expenses incurred to obtain court-ordered indemnification.
(b) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director met the
standard of conduct set forth in section 7-109-102 (1) or was
adjudged liable in the circumstances described in section
7-109-102 (4), the court may order such indemnification as the
court deems proper; except that the indemnification with
respect to any proceeding in which liability shall have been
adjudged in the circumstances described in section 7-109-102
(4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain
court-ordered indemnification.
Section 7-109-106. Determination and Authorization of Indemnification
of Directors.
(1) A corporation may not indemnify a director under section
7-109-102 unless authorized in the specific case after a determination
has been made that indemnification of the director is permissible in
the circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7- 109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1)(a) and (1)(b) are received and the
determination required by section 7-109- 104 (1)(c) has been made.
(2) The determinations required by subsection (1) of this
section shall be made:
(a) By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only
those directors not parties to the proceeding shall be counted
in satisfying the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more
directors not parties to the proceeding; except that directors
who are parties to the proceeding may participate in the
designation of directors for the committee.
(3) If a quorum cannot be obtained as contemplated in
paragraph (a) of subsection (2) of this section, and a committee cannot
be established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee so
directs, the determination required to be made by subsection (1) of
this section shall be made:
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(a) By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in
paragraph (a) or (b) of subsection (2) of this section or, if
a quorum of the full board cannot be obtained and a committee
cannot be established, by independent legal counsel selected
by a majority vote of the full board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses
shall be made in the same manner as the determination that
indemnification or advance of expenses is permissible; except that, if
the determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body that
selected such counsel.
Section 7-109-107. Indemnification of Officers, Employees, Fiduciaries,
and Agents.
(1)Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the
same extent as a director;
(b) A corporation may indemnify and advance expenses to
an officer, employee, fiduciary, or agent of the corporation
to the same extent as to a director; and
(c) A corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a
director to a greater extent, if not inconsistent with public
policy, and if provided for by its bylaws, general or specific
action of its board of directors or shareholders, or contract.
Section 7-109-108. Insurance.
A corporation may purchase and maintain insurance on behalf of
a person who is or was a director, officer, employee, fiduciary, or
agent of the corporation, or who, while a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of another domestic or foreign
corporation or other person or of an employee benefit plan, against
liability asserted against or incurred by the person in that capacity
or arising from his or her status as a director, officer, employee,
fiduciary, or agent, whether or not the corporation would have power to
indemnify the person against the same liability under section
7-109-102, 7-109-103, or 7-109-107. Any such insurance may be procured
from any insurance company designated by the board of directors,
whether such insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including
any insurance company in which the corporation has an equity or any
other interest through stock ownership or otherwise.
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Section 7-109-109. Limitation of Indemnification of Directors.
(1) A provision treating a corporation's indemnification of,
or advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the articles of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a
corporation's power to pay or reimburse expenses incurred by a director
in connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in the
proceeding.
Section 7-109-110. Notice to Shareholders of Indemnification of
Director.
If a corporation indemnifies or advances expenses to a
director under this article in connection with a proceeding by or in
the right of the corporation, the corporation shall give written notice
of the indemnification or advance to the shareholders with or before
the notice of the next shareholder's meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such
action.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this
registration statement pursuant to Item 601 of Regulation S-B and are
specifically incorporated herein by this reference:
Exhibit No. Title
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1. Not required.
2. Not required.
3. Not required.
4. Not applicable.
5. Opinion of Richard O. Weed regarding the legality of
the securities registered.
6. Not required.
7. Not required.
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Exhibit No. Title
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8. Not required.
9. Not required.
10. A. Fourth Addendum to Fee Agreement with James
R. Gordon
B. Second Addendum to Consulting Agreement with
J. L. Lawver Corp.
C. First Addendum to Attorney-Client Fee
Agreement with Jonathan Small
D. Second Addendum to Consulting Agreement with
Steven H. Dong
E Fourth and Fifth Addendums to Consulting
Agreement with John D. Desbrow
F. First Addendum to Consulting Agreement with
Albert Rapuano
G. Fourth Addendum to Consulting Agreement with
Structure America, Inc.
H. Third Addendum to Engagement Letter and Fee
Agreement with OTC Communications
I. Consulting Agreement with Edward Chen
J. Addendum to Fee Agreement with Richard O.
Weed
K. Addendum to Consulting Agreement with Lee
Linton
L. Fourth Addendum to Fee Agreement with Morris
Gore
M. Consulting Agreement with Bryan Lee
N. First Addendum to Fee Agreement with Michael
Manson
11. Not required.
12. Not required.
13. Not required.
14. Not required.
15. Not required.
16. Not required.
17. Not required.
18. Not required.
19. Not required.
20. Not required.
21. Not required.
22. Not required.
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Exhibit No. Title
----------------------------------------------------------------------
23. Not required.
24.1 Consent of Richard O. Weed, special counsel to
registrant, to the use of his opinion with respect to
the legality of the securities being registered hereby
and to the references to him in the Prospectus filed
as a part hereof.
24.2 Consent of Raimondo, Pettit & Glassman
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
29. Not applicable.
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange 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 registrant of expenses
incurred or paid by a director, officer or controlling person of 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, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
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 to:
(i) include any prospectus required by Section 10 (a) (3)
of the Securities Act;
(ii) 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, represents a
fundamental change in the information set forth in the
registration statement;
[NM\FS8:JAN97.FS8]-4
16
<PAGE>
(iii) 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;
provided, however, paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective
amendment by those paragraph is incorporated by reference from
periodic reports filed by the registrant small business issuer
under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the
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.
(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.
(4) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
[NM\FS8:JAN97.FS8]-4
17
<PAGE>
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 Irvine, State of California on the 8th day of January,
1997.
NONA MORELLI'S II, INC.
(Registrant)
By: /s/ Fred G. Luke
----------------------------------
Fred G. Luke,
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
--------------------- ----------------------- ----------------
/s/ Fred G. Luke Chief Executive Officer January 8, 1997
--------------- and Sole Director
Fred G. Luke
/s/ Steven H. Dong Chief Financial Officer January 8, 1997
---------------
Steven H. Dong
/s/ John D. Desbrow Secretary January 8, 1997
---------------
John D. Desbrow
[NM\FS8:JAN97.FS8]-4
18
<PAGE>
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
<TABLE>
<CAPTION>
Exhibit
Number in
Registration Numbered
Statement Description Page
- ------------------ --------------------------------------------------------------------------------- ----------
<S> <C> <C>
5. Opinion of Counsel 20
10. A. Fourth Addendum to Fee Agreement with James R. Gordon 24
B. Second Addendum to Consulting Agreement with J. L. Lawver 27
Corp.
C. First Addendum to Attorney-Client Fee Agreement with 29
Jonathan Small
D. Second Addendum to Consulting Agreement with Steven H. 31
Dong
E. Fourth and Fifth Addendums to Consulting Agreement with 33
John D. Desbrow
F. First Addendum to Consulting Agreement with Albert Rapuano 36
G. Fourth Addendum to Consulting Agreement with Structure 38
America, Inc.
H. Third Addendum to Engagement Letter and Fee Agreement 40
with OTC Communications
I. Consulting Agreement with Edward Chen 42
J. Addendum to Fee Agreement with Richard O. Weed 47
K. Addendum to Consulting Agreement with Lee Linton 49
L. Fourth Addendum to Fee Agreement with Morris C. Gore 51
M. Consulting Agreement with Bryan Lee 53
N. First Addendum to Fee Agreement with Michael Manson 55
24.1 Consent of Richard O. Weed to Use of Opinion 57
24.2 Consent of Raimondo, Pettit & Glassman 59
</TABLE>
[NM\FS8:JAN97.FS8]-4
19
EXHIBIT 5.
OPINION OF COUNSEL
<PAGE>
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
January 8, 1997
Board of Directors
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, CA 92614
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for Nona Morelli's II, Inc. a
Colorado corporation (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") of a registration statement on
Form S-8 (the "Registration Statement"), relating to the offer and sale of
3,752,000 shares of Common Stock, $.01 par value (the "Common Stock") to
consultants of the Company, in consideration for services performed and to be
performed on behalf of the Company under the terms and conditions of certain
consulting agreements (the "Consulting Agreements").
As special counsel for the Company, I have examined the Company's
articles of incorporation, bylaws, minute book, and certain other corporate
records. For the purpose of the opinions expressed below, I have also examined
the Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, covering the
Common Stock in this offering.
In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
<PAGE>
Nona Morelli's II, Inc.
January 8, 1997
Page 2
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
In rendering this opinion, I have assumed, without independently
verifying such assumptions, and this opinion is based and conditioned upon the
following: (i) the genuineness of the signatures on and the enforceability of
all instruments, documents and agreements examined by me and the authenticity of
all documents furnished for my examination as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Colorado; and (vi) Nona Morelli's
II, Inc. will be operated in accordance with the terms of its charter documents
and the laws of the State of Colorado and the terms of the instruments or
documents referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Colorado, the
jurisdiction of its incorporation.
2. The terms and provisions of the Common Stock conform to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and
the sale of the shares of Common Stock in this offering has been duly and
validly authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
4. Based upon the opinion of defense counsel for the Company, there are
no suits, proceedings or actions known to me which are threatened or pending
against the Company in any court or before or by any governmental body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise), business operations, income, properties or business
prospects, except as set forth in or contemplated by the Prospectus, or by the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996
as filed with the Securities and Exchange Commission.
5. No consent, approval, order or authorization of any regulatory
board, agency, or instrumentality having jurisdiction over the Company or its
properties (other than registration under the Act or qualification under state
securities or Blue Sky laws or clearance from the NASD) is required for the
valid authorization, issuance and delivery of the Common Stock or, if required,
it has been obtained and is in full force and effect.
<PAGE>
Nona Morelli's II, Inc.
January 8, 1997
Page 3
I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in Colorado, the state of incorporation of
the Company, or in any other jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other jurisdictions, are based upon an examination of all relevant
authorities and the documents referenced herein and are believed to be correct.
However, except for pending litigation or claims matters, I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions. No opinion is expressed upon any conflict of law issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
This opinion is furnished by me to you as special counsel for the
Company and it is solely for your benefit. This opinion is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
EXHIBIT 10A
FOURTH ADDENDUM TO FEE AGREEMENT WITH JAMES R. GORDON
<PAGE>
THE LAW OFFICE OF
JAMES R. GORDON
SUITE 260
5299 DTC BOULEVARD
ENGLEWOOD, COLORADO 80111
TEL: (303) 220-7700 FAX: (303) 220-7775
ADMITTED TO PRACTICE
IN COLORADO AND PENNSYLVANIA
December 11, 1996
VIA FAX AND REGULAR MAIL
(714) 833-7854
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, CA 92614
Re: Fourth Addendum to Fee Agreement dated
February 25, 1994 - Nona Morelli's II, Inc.
Dear Mr. Luke:
This letter will serve as a Fourth Addendum to my Fee Agreement with
Nona Morelli's II, Inc. (the "Company") dated February 25, 1994. As discussed,
this Fourth Addendum is necessitated by the fact that there are presently
insufficient Company securities in my brokerage account to cover current and
projected legal bills and costs for the foreseeable future.
Based upon legal fees and costs currently owed and anticipated legal
fees and costs for the foreseeable future, your Company has suggested, and I
have agreed, that it place 59,000 additional shares of its free-trading common
stock in my name under the same terms and conditions as enumerated in our Fee
Agreement of February 25, 1994, except that funds previously advanced by the
Company to me shall be returned to the Company upon liquidation of a sufficient
number of shares. Your Company has agreed to promptly register this additional
block of stock pursuant to Form S-8 at its expense in order to pay legal fees
and costs incurred on behalf of the Company.
If the forgoing accurately reflects our agreement, please indicate your
Company's approval by dating and signing below and then promptly return an
original hereof to me. The second duplicate original included herewith is for
your Company's files.
<PAGE>
Nona Morelli's II, Inc.
December 11, 1996
Page 2
Finally, I look forward to continuing to represent the Company in
connection with its legal matters in Colorado. Should you have any questions
about the contents of this letter or the progress of any of the Company's
lawsuits, please feel free to contact me at any time.
Very truly yours,
/s/ James R. Gordon
---------------------------------------
James R. Gordon
Enclosure
APPROVAL
Read, understood and approved this 11th day of December, 1996.
Nona Morelli's II, Inc., a
Colorado corporation
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10B
SECOND ADDENDUM TO CONSULTING AGREEMENT
WITH J. L. LAWVER CORP.
<PAGE>
J. L. LAWVER CORP.
PO Box 113
Palos Verdes Estates, CA 90274
(310) 541-6600
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: Second Addendum to Consulting Agreement
Gentlemen:
This letter will serve as an Addendum to my Consulting Agreement dated January
1, 1994 with Nona Morelli's II, Inc. (the "Company").
The Company agrees to include in a Form S-8 Registration Statement at its
expense 250,000 shares in order to pay for services performed and to be
performed on behalf of the Company and its wholly owned subsidiary, Fantastic
Foods International, Inc.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Sincerely,
J.L. Lawver Corp.
By: /s/ J. L. Lawver
---------------------------------------
J.L. Lawver, President
- -------------------------------------------------------------------------------
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 11th day of December, 1996, with an effective date
retroactive to the date services were first performed for the Company.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10C
FIRST ADDENDUM TO ATTORNEY-CLIENT FEE AGREEMENT
WITH JONATHAN SMALL
<PAGE>
LAW OFFICES OF
JONATHAN L. SMALL
4500 WILSHIRE BLVD., SUITE 210
LOS ANGELES, CALIFORNIA 90010-3887
TEL: (213) 954-1590
FAX: (213) 954-9758
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: First Addendum to Attorney-Client Fee Agreement
Gentlemen:
This letter will serve as the First Addendum to my Attorney - Client
Fee Agreement (the "Agreement") dated July 20, 1995 with Nona Morelli's II, Inc.
(the "Company"). This Addendum will confirm that as soon as practicable
following execution of this Addendum the Company agrees to include in a Form S-8
Registration Statement at its expense an additional 11,000 shares in order to
pay for professional services invoiced in connection with the Michael Savage
lawsuit.
If the foregoing is agreeable, please indicate your approval by dating
and signing below and returning an original copy to me.
Very truly yours,
/s/ Jonathan L. Small
---------------------------------------
Jonathan L. Small
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10D
SECOND ADDENDUM TO CONSULTING AGREEMENT
WITH STEVEN H. DONG
<PAGE>
STEVEN H. DONG
CERTIFIED PUBLIC ACCOUNTANT
1048 IRVINE AVE., SUITE 306
NEWPORT BEACH, CA 92660
TEL: (714) 287-0194 FAX: (714) 645-7610
July 1, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: Second Addendum to and Renewal of Consulting Agreement
This letter will serve as a Second Addendum to the undersigned's Consulting
Agreement dated July 1, 1995 (the "Consulting Agreement") with Nona Morelli's
II, Inc., (the "Company"). Pursuant to the Consulting Agreement, this Addendum
confirms the renewal of the Consulting Agreement and related Addendum, dated
October 4, 1995, for the fiscal year ended June 30, 1997.
As soon as practicable following execution of this Addendum, the Company agrees
to include in a Form S-8 Registration Statement at its expense a sufficient
number of common shares of the Company in order to pay for professional services
rendered.
The Company agrees that it will indemnify, defend and hold the Consultant
harmless from and against all demands, claims, actions, prosecutions, losses,
damages, liabilities, costs and expenses, including without limitation interest,
penalties, and attorney's fees and expenses, asserted against, resulting to,
imposed upon or incurred by Consultant, directly or indirectly, resulting from
any dispute, claim, suit, proceeding, or cause of action arising from or in any
way connected to the providing of services to the Company under the Consulting
Agreement and this Addendum to and Renewal of Consulting Agreement.
If the foregoing is agreeable, please indicate your approval by dating and
signing below.
Very truly yours,
/s/ Steven H. Dong, CPA
---------------------------------------
Steven H. Dong, CPA
("Consultant")
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 1st day of July, 1996.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10E
FOURTH AND FIFTH ADDENDUMS TO CONSULTING AGREEMENT
WITH JOHN D. DESBROW
<PAGE>
JOHN D. DESBROW
ATTORNEY AT LAW
2 PARK PLAZA, SUITE 470
IRVINE, CALIFORNIA 92714
TEL: (714) 833-2094 FAX: (714) 833-7854
December 27, 1995
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92714
RE: Fourth Addendum to Consulting Agreement
Gentlemen:
This letter will serve as the Fourth Addendum to my Consulting
Agreement dated January 1, 1994 with Nona Morelli's II, Inc. (the "Company").
This Addendum will confirm the renewal of the Consulting Agreement for calendar
year 1996.
As soon as practicable following execution of this Addendum the Company
agrees to include in a Form S-8 Registration Statement at its expense a
sufficient number of shares in order to pay for professional services invoiced
in calendar year 1996.
If the foregoing is agreeable, please indicate your approval by dating
and signing below and returning an original copy to me.
Very truly yours,
/s/ John D. Desbrow
---------------------------------------
John D. Desbrow
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
[JDD\AGR:4THADDCN.AGR]
<PAGE>
JOHN D. DESBROW
ATTORNEY AT LAW
2 PARK PLAZA, SUITE 470
IRVINE, CALIFORNIA 92714
TEL: (714) 833-2094 FAX: (714) 833-7854
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92714
RE: Fifth Addendum to Consulting Agreement
Gentlemen:
This letter will serve as the Fifth Addendum to my Consulting Agreement
dated January 1, 1994 with Nona Morelli's II, Inc. (the "Company"). This
Addendum will confirm the renewal of the Consulting Agreement for the period
from January 1, 1997 through June 30, 1997.
As soon as practicable following execution of this Addendum the Company
agrees to include in a Form S-8 Registration Statement at its expense a
sufficient number of shares in order to pay for professional services rendered.
If the foregoing is agreeable, please indicate your approval by dating
and signing below and returning an original copy to me.
Very truly yours,
/s/ John D. Desbrow
--------------------------------------
John D. Desbrow
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
- ----------------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
[JDD\AGR:5thADDCN.AGR]
EXHIBIT 10F
FIRST ADDENDUM TO CONSULTING AGREEMENT
WITH ALBERT RAPUANO
<PAGE>
ALBERT J. RAPUANO
732 South 6th Street, Suite 102
Las Vegas, NV 89101
Tel: (702) 386-4131
Fax:(702) 386-4195
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: First Addendum to Consulting Agreement
Gentlemen:
This letter will serve as the First Addendum to my Consulting Agreement
dated January 10, 1996 with Nona Morelli's II, Inc. (the "Company").
As soon as practicable following execution of this Addendum the Company
agrees to include in a Form S-8 Registration Statement at its expense an
additional 575,000 shares in order to pay for professional services rendered.
If the foregoing is agreeable, please indicate your approval by dating
and signing below and returning an original copy to me.
Very truly yours,
/s/ Albert J. Rapuano
--------------------------------------
Albert J. Rapuano
- -------------------------------------------------------------------------------
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
NONA MORELLI'S II, INC.
a Colorado corporation
By: /s/ Fred G. Luke
- ----------------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10G
FOURTH ADDENDUM TO CONSULTING AGREEMENT
WITH STRUCTURE AMERICA, INC.
<PAGE>
Structure America, Inc.
550 N. Jefferson
Loveland, CO 80537
Bus (970) 635-2432
Fax (970) 635-2459
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: Fourth Addendum to Consulting Agreement
Gentlemen:
This letter will serve as the Fourth Addendum to Structure America's Inc.'s
("Structure") Consulting Agreement dated June 30, 1993 (the "Agreement") with
Nona Morelli's II Inc. (the "Company").
Based upon the current amounts due from the Company for services and expenses
rendered to date and upon projected billings through March 31, 1997, the number
of shares of the Company's stock previously issued for Structure's services is
insufficient. As a result, the Company agrees to issue and register up to an
additional Seven Hundred Seventy Two Thousand (772,000) shares under a Form S-8
Registration Statement, at the Company's expense. Said shares will be delivered
to Structure for sale and application of the net proceeds against the balance
due for services rendered to date and as a reserve against future services
through March 31, 1997; said shares to be issued to satisfy our billing, in
arrears, beginning the effective date of the Consulting Agreement.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me at the above address.
Very truly yours,
Structure America Inc.
By: /s/ Rocci Howe
----------------------------------
Rocci Howe
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 11th day of December, 1996.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
- ----------------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10H
THIRD ADDENDUM TO ENGAGEMENT LETTER AND FEE AGREEMENT
WITH OTC COMMUNICATIONS
<PAGE>
OTC COMMUNICATIONS
1040 Great Plain Avenue
Needham, Massachusetts 02192
Tel (617) 444-6100
Fax (617) 444-6101
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, CA 92614
RE: Third Addendum to Engagement Letter
Gentlemen:
This letter will serve as the Third Addendum to OTC Communication's ("OTC").
Engagement Letter dated October 18, 1994 with Nona Morelli's II, Inc. (the
"Company").
Based upon the current amounts due from the Company for services and expenses
rendered to date, and upon projected billings through March 31, 1997, the number
of shares of the Company's stock previously issued for OTC's services is
insufficient. As a result, the Company agrees to register an additional Seven
Hundred Fifteen Thousand (715,000) shares under Form S-8 Registration Statement,
at the Company's expense, and deliver said shares to OTC for sale and
application of the net proceeds against the balance due for services rendered to
date and as a reserve against future services, such block of shares to be issued
to satisfy our billing, in arrears, beginning the effective date of the
Engagement Letter.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me at the above address.
Very truly yours,
OTC Communications
By: /s/ Geoffrey J. Eiten
-----------------------------
Geoffrey J. Eiten
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 11th day of December, 1996, with an effective date
retroactive to the date services were first performed for the Company.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10I
CONSULTING AGREEMENT WITH EDWARD C. CHEN
<PAGE>
November 20, 1996
Mr. Edward Chen
Dragon Sight International Amusement (Macau) Company
Room 3078, Diamond Square
3/F Shun Tak Centre
200 Connaught Road, Central Hong Kong
RE: Engagement Letter and Fee Agreement
Dear Edward:
This letter sets forth the agreement (the "Agreement") between Nona Morelli's II
Inc. (the "Company" and you in your individual capacity ("you" or "your"),
concerning your services, consisting of (a) assisting the Company with its
shareholder communications and (b) identify, negotiate with, and assisting in
the purchase by the Company of business opportunities in Hong Kong, Macau and
China (hereafter being referred to as the "Services"), rendered to the Company
from June 30, 1995 through the date hereof, and continuing until either you or
the Company elects to terminate this engagement.
When countersigned in the space provided below, this letter shall serve as our
agreement, as follows:
1. The Services
In performance of the Services you shall act, when requested, as the
Company liaison and spokesman in identifying, evaluating, negotiating
and, subject to the Company's acceptance of the terms of such
acquisition, closing the purchase of business opportunities in Hong
Kong, Macau and China. Such services have, and in the future shall
include but not be limited to the timely response, by fax, telephone or
mail, to all inquiries related to the Company's existing operations in
Macau and China. Such response shall consist of written materials such
as copies of operating statements, information requested to evaluate
possible acquisitions, and teleconferencing as necessary.
With respect to providing the Services, you agree to make yourself
available for reasonable amounts of time and upon reasonable notice and
to devote reasonable and good faith attention to the Company's other
communications and administrative needs. Specific assignments, however,
will be mutually agreed upon and may incur additional fees to the
Company: to date no such specific assignments exist.
[NM\AGR:CHENFEE.AGR]-2
<PAGE>
Mr. Edward Chen
November 20, 1996
2. Compensation for the Services
In compensation for the Services, the Company agrees to pay you a base
fee equal to One Thousand Dollars ($1,000) per month ("Compensation"),
due monthly in arrears, thirty (30) days following the effective date
of this Agreement, and payable no later than fifteen (15) days
following the close of each calendar month. Such Compensation shall
include the cost of your services and related expenses including
telecommunication costs, travel, and expenses. Interest on any overdue
balance owed to you by the Company may, at your election, accrue at
2.5% per month. At the Company's election, the Compensation may be paid
in cash or in shares of the Company's common stock (the "Fee Shares").
3. Other Transactions
You may, on your own accord and outside of the scope of the Services to
be provided under this Agreement, choose to investigate possible
corporate financing for the Company, or identify sources of project
financing for certain of the Company's lines of business (collectively,
a "Business Opportunity"). You shall also be entitled to receive from
the Company a "Transaction Fee" as a result of any financing effected
for the Company with a source introduced by you. To be a source covered
by this section, the financing must occur during the term of this
Agreement, or during the period of one (1) year after the expiration of
this Agreement. In the event this paragraph shall apply, a Transaction
Fee due shall be based upon the net proceeds received by the Company,
and shall be equal to five percent (5%) of the first One Million
Dollars ($1,000,000) of such net value, four percent (4%) of the second
One Million Dollars ($1,000,000), two percent (2%) of the next One
Million Dollars ($1,000,000) and one percent (1%) of all value above
Five Million Dollars ($5,000,000). Unless otherwise mutually agreed in
writing prior to the closing of any financing, the Transaction Fee
shall be paid in cash at the closing of the transaction.
4. Term
This Agreement shall be effective for a term of one (1) year
retroactive to the date the Services were first performed (the "Initial
Term"), which we mutually agreed to have been on or about July 1, 1995
(the "Effective Date"). However, either party may terminate upon thirty
(30) days prior written notice to the other. If thirty (30) days prior
to the expiration of the Initial Term neither party has terminated this
Agreement, it shall automatically renew on a month-to-month basis. In
the event of termination, all fees and charges owed by the Company to
you up until the effective date of termination (including any
un-reimbursed expenses) will be paid to you within ten (10) days of the
later of the effective termination date or the notice date. Interest on
any overdue balance owed to you by the Company shall accrue at 1.5% per
month.
5. Reports
At the Company's request, you agree to supply a report up to once a
quarter on general activities and action by you on behalf of the
Company.
[NM\AGR:CHENFEE.AGR]-2
<PAGE>
Mr. Edward Chen
November 20, 1996
6. Materials
The Company agrees to furnish any supplies and materials which you may
need regarding the Company, its management, products, financial and
business status and plans.
7. Independent Contractor Status
You are acting as an independent contractor, and not as an employee or
partner of the Company. As such, neither party has the authority to
bind the other, nor make any unauthorized representations on the behalf
of the other.
8. Indemnification
The Company shall indemnify you and hold you harmless for any acts,
statements or decisions made by you in reliance upon information
supplied to you by the Company, or in accordance with instructions from
or acts, statements or decisions approved by the Company. This
indemnity and hold harmless obligation shall include expenses and fees
including attorneys' fees incurred by you in connection with the
defense of any act, suit or proceeding arising out of the foregoing.
9. Confidential Information
You will use your best efforts to maintain the confidential nature of
the proprietary or confidential information the Company entrusts to you
through strict control of its distribution and use. Further, you will
use your best efforts to guard against any loss to the Company through
your failure to maintain the confidential nature of such information.
"Proprietary" and "confidential information", for the purpose of this
Agreement shall mean any and all information supplied to you which is
not otherwise available to the public, including information which may
be considered "inside information" within the meaning of the U.S.
securities laws, rules and regulations. You acknowledge that your use
of "inside information" to purchase or sell securities of the Company,
or its affiliates, or to transmit such information to any other party
with a view to buy, sell or otherwise deal in the securities of the
Company or its affiliates is prohibited by law and would constitute a
breach of this Agreement and, notwithstanding the provisions of this
Agreement, will result in the immediate termination of the Agreement
without penalty to the Company.
10. Termination
At the expiration of the Initial Term this Agreement may be canceled by
either party for any reason on thirty (30) days' written notice. Upon
termination of this Agreement the Company is to pay for all authorized
work in process, at cost. You shall transfer, assign and make available
to the Company, or its representative, all property and materials in
your possession or control which belong to and were paid for by the
Company.
[NM\AGR:CHENFEE.AGR]-2
<PAGE>
Mr. Edward Chen
November 20, 1996
11. Registration of Shares
As soon as practicable following the execution of this Agreement, the
Company will include the Fee Shares in a Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission. In
the event the compensation hereunder contains Fee Shares, you, at your
sole discretion, may request that such shares be issued prior to
registration in reliance on exemptions from registration provided by
Section 4(2) of the Securities Act of 1933 (the "Act") and/or
Regulation S of the Act, and applicable state securities laws.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Sincerely,
/s/ Fred G. Luke
- ----------------------------------
Fred G. Luke
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 10th day of December, 1996, retroactive to the Effective
Date.
/s/ Edward Chen
- ----------------------------------
Edward Chen
[NM\AGR:CHENFEE.AGR]-2
EXHIBIT 10J
ADDENDUM TO FEE AGREEMENT
WITH RICHARD O. WEED
<PAGE>
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: Addendum to Fee Agreement
Gentlemen:
This letter will serve as the Addendum to my Fee Agreement with Nona
Morelli's II, Inc. (the "Company").
As soon as practicable following execution of this Addendum the Company
agrees to include in a Form S-8 Registration Statement at its expense an
additional 147,000 shares in order to pay for professional services invoiced.
If the foregoing is agreeable, please indicate your approval by dating
and signing below and returning an original copy to me.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
- -------------------------------------------------------------------------------
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10K
ADDENDUM TO CONSULTING AGREEMENT
WITH LEE LINTON
<PAGE>
LEE LINTON
c/o El Rancho Country Land Hotel
2755 Las Vegas Blvd. South
Las Vegas, NV 89109
(702) 477-1484
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: First Addendum to Consulting Agreement
Gentlemen:
This letter will serve as the First Addendum to my Consulting Agreement
dated September 28, 1995 with Nona Morelli's II, Inc. (the "Company").
Paragraph 3, Scope of Services and Duties of Consultant, is modified to
include services related to the architectural design, construction, interior
design, and finish work of the Cleopatra Palace Monastir Casino (3,000 to 5,000
square meters in size) in Skanes, Monastir, Tunisia as part of the hotel and
entertainment complex known presently as the "Jockey Club".
As soon as practicable following execution of this Addendum the Company
agrees to include in a Form S-8 Registration Statement at its expense an
additional 143,000 shares in order to pay for professional services invoiced.
If the foregoing is agreeable, please indicate your approval by dating
and signing below and returning an original copy to me.
Very truly yours,
/s/ Lee Linton
---------------------------------------
Lee Linton
- -------------------------------------------------------------------------------
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
-----------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10L
FOURTH ADDENDUM TO FEE AGREEMENT
WITH MORRIS C. GORE
<PAGE>
MORRIS C. GORE
ATTORNEY AND COUNSELOR AT LAW
6116 NORTH CENTRAL EXPRESSWAY
SUITE 712
DALLAS, TEXAS 75206
TELEPHONE: (214) 692-5481
TELECOPIER: (214) 692 1381
December 11, 1996
VIA FAX AND U.S. MAIL
Fred G. Luke, Chief Executive Officer
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
Re: Third Addendum to Fee Agreement dated January 28, 1994 with
Nona Morelli's II, Inc.
Dear Mr.Luke:
This letter will serve as the Third Addendum to my Fee Agreement with
Nona Morelli's II, Inc. (the "Company") dated February 25, 1994. This Addendum
is necessitated by the fact that the securities previously issued have been
sold.
Accordingly, based upon anticipated legal fees and costs of
approximately $15,000 per month, your Company has suggested, and I have agreed,
that it place up to an additional 70,000 shares of its free-trading common stock
in my name under the same terms and conditions as enumerated in our Fee
Agreement of February 28, 1994. Your Company has agreed to promptly register
this additional block of stock pursuant to Form S-8 at its own expense and
deliver such stock to me, upon the filing and effectiveness of said Form S-8.
If the foregoing accurately reflects our agreement, please indicate
your Company's approval by dating, signing and attesting below and then promptly
return an original hereof to me. The second duplicate original included herein
is for your company's filed.
Sincerely,
/s/ Morris C. Gore
---------------------------------------
Morris C. Gore
APPROVAL AND ACCEPTANCE
READ, UNDERSTOOD AND ACCEPTED THIS 11th day of December, 1996.
NONA MORELLI'S II, INC.
(a Colorado Corporation)
By: /s/ Fred G. Luke
- ----------------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10M
CONSULTING AGREEMENT WITH BRYAN LEE
<PAGE>
BRYAN LEE
10321 Arundel Avenue
Westminster, CA 92683
December 11, 1996
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, California 92614
RE: Consulting Agreement
Gentlemen:
This letter set forth the agreement between Nona Morelli's II, Inc.
(the "Company") and me concerning the payment invoices for accounting services
rendered.
As soon as practicable following execution of this Agreement the
Company agrees to include in a Form S-8 Registration Statement at its expense
60,000 shares in order to pay for professional services invoiced. Such shares
will be delivered to me for sale and application of the net proceeds against the
balance due for service rendered to date and as a reserve against future
services through March 31, 1997.
If the foregoing is agreeable, please indicate your approval by dating
and signing below and returning an original copy to me.
Very truly yours,
/s/ Bryan Lee
---------------------------------------
Bryan Lee
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED.
NONA MORELLI'S II, INC.
By: /s/ Fred G. Luke
- ----------------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 10N
FIRST ADDENDUM TO FEE AGREEMENT
WITH MICHAEL MANSON
<PAGE>
MICHAEL MANSON
An Accountancy Corporation
CERTIFIED PUBLIC ACCOUNTANT
15615 Alton Parkway, Suite 260
Irvine, California 92718
-------------
(714) 753-0690 Fax: (714) 753-0174
December 11, 1996
NONA MORELLI'S II, INC.
2 Park Plaza, Suite 470
Irvine, California 92714
RE: First Addendum to Fee Agreement dated April 18, 1995 with
Nona Morelli's II, Inc.
Gentlemen:
This letter will serve as the First Addendum to me Fee Agreement with
Nona Morelli's II, Inc. ("NONA") dated April 18, 1995. Based upon the current
amounts due from the Company for professional services rendered to date and upon
projected billings through March 31, 1997 the number of shares of Nona's stock
previously issued for my services is insufficient.
As a result Nona agrees as soon as reasonably practicable to register
an additional 25,000 shares of stock in a Form S-8 Registration Statement at its
own expense and deliver such stock to me for sale and application of the net
proceeds against the balance for services rendered to date and projected fees
and costs through March 31, 1997.
If the foregoing is agreeable, please indicate Nona's approval by
dating and signing below and then promptly return an original to me. The second
duplicate original enclosed herewith is for your files.
Sincerely,
/s/ Michael Manson
---------------------------------------
Michael Manson
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED THIS 11th day of December, 1996.
NONA MORELLI'S II, INC.
a Colorado corporation
By: /s/ Fred G. Luke
- ----------------------------------
Name: Fred G. Luke
Title: Chief Executive Officer
EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
<PAGE>
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
January 8, 1997
Board of Directors
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, CA 92614
Re: Form S-8
Gentlemen:
I hereby consent to the filing of my opinion dated even date herewith
as an Exhibit to the January 8, 1997 Form S-8 Registration Statement to be filed
by Nona Morelli's II, Inc.
I further consent to the reference to me and my opinion under the
caption "Legal Opinion and Experts" in the Prospectus.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
EXHIBIT 24.2
CONSENT OF RAIMONDO, PETTIT & GLASSMAN
<PAGE>
RAIMONDO, PETTIT & GLASSMAN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ACCOUNTANTS AND CONSULTANTS
UNION BANK TOWER, SUITE 1250
21515 HAWTHORNE BOULEVARD
TORRANCE, CALIFORNIA 90503
TELEPHONE (310) 540-5990
FAX (310) 543-3066
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration of Nona
Morelli's II, Inc. on Form S-8 of our report dated November 8, 1996, except for
information relating to Cleopatra Palace, Ltd. and National Pools Corporation
included in Notes 7, 12 and 13, as to which the date is November 29, 1996, on
our audit of the consolidated financial statements of Nona Morelli's II, Inc. as
of June 30, 1996. Such report includes an explanatory paragraph with respect to
substantial doubt existing as to the Company's ability to continue as a going
concern and is included in the Annual Report on Form 10KSB filed with the
Securities and Exchange Commission on or about December 10, 1996. We also
consent to the reference to our firm under the caption "Experts."
/s/ RAIMONDO, PETTIT & GLASSMAN
---------------------------------------
RAIMONDO, PETTIT & GLASSMAN
Torrance, California
January 8, 1997
