As Filed with the Securities and Exchange Commission on February 17, 1999.
Securities and Exchange Commission
Washington, D.C. 20549
_______________________
FORM S-8
Registration Statement
Under
The Securities Act of 1993
________________________
Ultra Shield Products International, Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0219055
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1OO96 Sixth Street, Units O-P, Rancho Cucamonga, CA 91730
(Address of principal executive offices, including zip code)
____________________________________________________
LEGAL SERVICES and INVESTOR RELATIONS AGREEMENTS
(Full title of the plan)
____________________________________________________
Brent J. Humphrey
Chief Executive Officer
Ultra Shield Products International, Inc.
10096 Sixth Street, Units O-P
Rancho Cucamonga, California 91730
(Name and address of agent for service)
Copy to:
Bruce J. Kremers, Esq.
BRUCE J. KREMERS, P.C.
1335 Ninneman Rd.
P.O. Box 768
Troy, Montana 59935
Total Sequentially Numbered Pages: 29
Index to Exhibits Located on Sequentially Numbered Pages: 13
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate
Securities Amount to be price per offering Amount of
to be registered registered share (1) price (1) registration fee
Shares(1) 1,267,125 Shares $.09(2) $114,041 $100.00 (3)
(1) Each Share consisting of one share of $.0001 par value common stock.
(2) The maximum offering price was calculated pursuant to Rule 457(c).
(3) Minimum fee.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
Cross Reference Sheet Required by Item 501(b) of Regulation S-K
Form S-8 Item Number and Caption Caption in Prospectus
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page Statement and Cover Page of
of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Shareholders
8. Plan of Distribution Cover Page of Prospectus and
Sales by Selling Shareholders
9. Description of Securities to Sales by Selling Shareholders
be Registered
10. Interest of Named Experts Not Applicable
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position Indemnification
on Indemnification or Securities
Act Liabilities
PROSPECTUS
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
1,267,125 Shares
Issued Pursuant to Legal Services and Investor Relations Agreements
This Prospectus is part of a Registration Statement which registers
1,267,125 Shares of Ultra Shield Products International, Inc. $.0001 par value
common stock. (the "Shares"). Ultra Shield Products International, Inc is a
Delaware corporation (the "Company"), and has issued 1,267,125 Shares, as
described herein, to Bruce J. Kremers ("BJK"), sole shareholder of Bruce J.
Kremers, P.C., legal counsel ("BJKPC), and Martin Janis & Company, Inc.
("MJ"), investor relations firm, pursuant to written compensation agreements.
Such securities are referred to herein as the "Shares"; and, BJK and MJ are
selling shareholders under this Prospectus and are referred to herein as the
"Selling Shareholders". The Company has been advised by the Selling
Shareholders that they may sell all or a portion of the Shares from time to
time in the over-the-counter market in negotiated transactions, directly or
through brokers, or otherwise, and that such Shares will be sold at market
price prevailing at the time of such sales or at negotiated prices.
No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this
Prospectus nor the issuance of any of the Shares under the terms of the
aforementioned legal services and investor relations agreements shall, under
any circumstance, create any implication that there has been no change in the
affairs of the Company since the date hereof.
___________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of the Prospectus is February 9, 1999.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to
Section 15(d) of the Exchange Act, and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed with the Commission can be
inspected and copied at the Public Reference Section of the Commission at its
principal offices located at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company's Common Stock is traded in the over-the-counter market.
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to 1,267,125 Shares of Company securities,
issued to legal counsel and an investor relations firm pursuant to written
agreements. This Prospectus, which constitutes Part I of the Registration
Statement, omits certain information with respect to the Company and the
Shares offered by the Prospectus. Reference is made to the Registration
Statement, including the exhibits thereto. Statements in this Prospectus as
to any document are not necessarily complete, and where any such document is
an exhibit to the Registration Statement or is incorporated by reference
herein, each such statement is qualified in all respects by the provisions of
such exhibit or other document, to which reference is hereby made, for a full
statement of the provisions thereof. A copy of the Registration Statement,
with exhibits, may be obtained from the Commission's office located in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the Rules and Regulations of the Commission, or examined free of charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:
1. Annual Report on Form 10-KSB for the year ended December 31, 1997
2. Quarterly Report on Form 10-QSB for the period ended March 31, 1998
3. Quarterly Report on Form 10-QSB for the period ended June 30, 1998
4. Quarterly Report on Form 10-QSB for the period ended September 30, 1998
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of each such document. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modified or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide, without charge, to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to: Corporate Secretary,
Ultra Shield Products International, Inc., 10096 Sixth Street, Units O-P,
Rancho Cucamonga, California 91730; telephone (909)466-0081.
THE COMPANY
Ultra Shield Products International, Inc., a Delaware corporation (the
"Company") engages in the development, manufacture and marketing of (i)
"environmentally preferred" (as such term is used by the U.S. Environmental
Protection Agency), biodegradable products utilizing cross-linking carbon
molecular structures, and sold in easily dilutable concentrated form to
minimize shipping and packaging costs, for cleaning, degreasing, sanitizing,
dishwashing, coating and restoration applications in commercial, industrial
and retail consumer settings as well as for automotive appearance enhancement;
and, (ii) biological formulations designed for environmentally responsible use
in bio-remediation, agricultural enhancement and water/sewage treatment
applications.
The Company's offices are located at 10096 Sixth Street, Units O-P,
Rancho Cucamonga, California 91730.
LEGAL SERVICES AND INVESTOR RELATIONS AGREEMENTS
AND ISSUANCE OF SECURITIES IN THE FORM OF SHARES
Legal Services Agreement
On July 27, 1994, the Company entered into a legal services agreement
with Bruce J. Kremers, P.C., a Colorado Professional Corporation ("BJKPC").
This agreement has been amended at times, in writing, principally to work
around cash shortages experienced by the Company. This Prospectus relates, in
part, to 767,125 Shares issued to BJKPC (one of the "Selling Shareholders"),
pursuant to the aforementioned agreement. Under the terms of the legal
services agreement, BJKPC agreed to provide legal services with respect to
corporate and securities matters.
Investor Relations Agreement
On January 27, 1999, the Company entered into an investor relations
agreement with Martin E. Janis & Company, Inc., ("MJ"), an investor relations
firm. This Prospectus relates, in part, to the 500,000 Shares issued to
Martin Janis & Company (one of the "Selling Shareholders"), pursuant to the
aforementioned agreement. Under the terms of the investor relations
agreement, MJ agreed to provide investor relations services to include the
introduction of the Company and its products and representatives to members of
the financial community; and, the creation and implementation of a financial
publicity program.
None of the securities to which this Prospectus relates have been issued
pursuant to any program or plan and are not being administered by either the
Board of Directors of the Company or any committee of the Board of Directors
organized for that purpose.
Federal Income Tax Effects
The issuance of the Shares may result in the recognition of taxable
income to the Selling Shareholders. Correspondingly, the Company may be
entitled to a deduction equal to the amount of ordinary income charged to the
Selling Shareholder.
Restrictions Under Securities Laws
The sale of any Shares issued under the legal services and investor
relations agreements described herein must be made in compliance with federal
and state securities laws. Officers, directors and 10% or greater
shareholders of the Company, as well as certain other persons or parties who
may be deemed to be "affiliates" of the Company under Federal securities laws,
should be aware that resales by affiliates can only be made pursuant to an
effective Registration Statement, Rule 144 or other applicable exemption.
SALES BY SELLING SHAREHOLDERS
The following table sets forth the name of each Selling Shareholders, the
number of Shares, directly or indirectly, the number of Shares to be owned by
each Selling Shareholder following sale of such Shares and the percentage
ownership of the Company, as represented by the common stock component of the
Shares to be owned by each Selling Shareholder following completion of such
offering based on 19,907,261 shares of common stock of the Company outstanding
as of the date of this Prospectus.
Shares to Percentage
Be Owned To Be Owned
Number of Shares to After After
Name of Selling Shareholder Shares Owned Be Offered Offering Offering
Bruce J. Kremers 767,125 767,125 - 0 - - 0 -
Martin E. Janis & 500,000 500,000 - 0 - - 0 -
Company, Inc.
DESCRIPTION OF SECURITIES
Shares
Each Share consists of one share of the Company's $.0001 par value
common stock.
Stock
Preferred Stock
The Company is authorized to issue up to 10,000,000 shares of preferred
stock, $.0001 par value with various provisions regarding rights and
preferences. No preferred shares have been issued by the Company and no
issuances of preferred stock are currently contemplated by the Company.
Common Stock
The Company's authorized capital includes 500,000,000 shares of $.0001
par value per share common stock. All shares have equal voting rights and are
not assessable. Voting rights are not cumulative, and, therefore, the holders
of more than 50% of the Company's common stock could, if they chose to do so,
elect all of the Company's directors.
Upon liquidation, dissolution or winding up of the Company, the Company's
assets, after payment of liabilities, will be distributed pro rata to the
holders of the common stock. The holders of the Company's common stock do not
have preemptive rights to subscribe for any Company securities and have no
right to require the Company to redeem or purchase their shares. The shares
of the Company's common stock currently outstanding are fully paid and
non-assessable.
Holders of the Company's common stock are entitled to share equally in
dividends when, as and if declared by the Company's Board of Directors out of
funds legally available therefor. The Company has not paid any cash dividends
on its common stock, and, it is unlikely that any such dividends will be
declared in the foreseeable future.
Transfer Agent
The transfer agent for the Company's securities is Corporate Stock
Transfer, 370 17th Street, Suite 2350, Denver, Colorado 80202.
LEGAL MATTERS
Legal matters in connection with the securities being offered hereby will
be passed upon for the Company by Bruce J. Kremers, P.C., Attorneys At Law,
Troy, Montana. Bruce J. Kremers, P.C. is a Selling Shareholder as
described herein.
EXPERTS
The consolidated financial statements and financial statement schedules
of the Company included in the Company's Annual Report and Amended Annual
Report on Form 10-KSB for the year ended December 31, 1996, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
reports of Singer Lewak Greenbaum and Goldstein, LLP, independent accountants,
given on the authority of such firms as experts in auditing and accounting.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (k) below are incorporated by
reference in this Registration Statement. All documents subsequently filed by
the Company pursuant to Section 13(a), 13(c), 14 and 14(d) of the Securities
Exchange Act of 1934 (the Exchange Act), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents.
(a) Form 10-KSB for the year ended December 31, 1997
(b) Quarterly Report on Form 10-QSB for the period ended March 31, 1998
(c) Quarterly Report on Form 10-QSB for the period ended June 30, 1998
(d) Quarterly Report on Form 10-QSB for the period ended September 30, 1998.
(e) 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 the Company's
Annual Report referred to above.
Item 4. Description of Securities.
Common Stock
The authorized capital stock of the Company includes 500,000,000 shares
of $.0001 par value common stock. All shares have equal voting rights and are
not assessable. Voting rights are not cumulative, and, therefore, the holders
of more than 50% of the common stock could, if they chose to do so, elect all
of the Company's Directors.
Upon liquidation, dissolution or winding up of the Company, the assets,
after the payment of liabilities, will be distributed pro rata to the holders
of common stock. The holders of common stock do not have preemptive rights to
subscribe for any Company securities and have no right to require the Company
to redeem or purchase their shares. The shares of common stock presently
outstanding are fully paid and non-assessable.
Holders of common stock are entitled to share equally in dividends when,
as and if declared by the Board of Directors out of funds legally available
therefor. The Company has not paid any cash dividends on its common stock,
and it is unlikely that any such dividends will be declared in the foreseeable
future.
Preferred Stock
The Company is also authorized to issue 10,000,000 shares of preferred
stock, $.0001 par value. The preferred stock may be issued in series from
time to time with such designation, rights, preferences and limitations as the
Board of Directors may determine by resolution. The rights, preferences and
limitations of separate series of preferred stock may differ with respect to
such matters as may be determined by the Board of Directors, including,
without limitation, the rate of dividends, method and nature of payment of
dividends, terms of redemption, amounts payable on liquidation, sinking fund
provisions (if any), conversion rights (if any), and voting rights. The
potential exists, therefore, that preferred stock might be issued which would
grant dividend preferences and liquidation preferences to preferred
shareholders. As of the date of this Prospectus, no preferred stock has been
issued. Unless the nature of a particular transaction and applicable statutes
require such approval, the Board of Directors has the authority to issue these
shares without shareholder approval. The issuance of preferred stock may have
the effect of delaying or preventing a change in control of the Company
without any further action by shareholders. There are no present plans to
issue any such shares.
Item 5. Interests of Named Experts and Counsel.
BJKPC, a Selling Shareholder, is one of the Company's legal counsels.
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 the
Company is insured or indemnified in any manner against any liability which he
or she may incur in his or her capacity as such, is as follows:
(a) Article 9 of the Company's Certificate of Incorporation provides the
Company's Officers and Directors the full extent of the protection offered by
Section 102(b)(7) of the General Corporation Laws of the State of Delaware.
(b) Section 102(b)(7) of the General Corporation Laws of the State of
Delaware provides that a corporation may include a provision eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation's stockholders, (ii)for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under Section 174 of the Delaware Corporation Law dealing with the liability
of directors for unlawful payment of a dividend or unlawful stock purchase or
redemption, or (iv) for any transaction from which the director derived an
improper personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to the date
when such provisions became effective. All references in subsection 102(b)(7)
to a director shall be deemed to refer to a member of the governing body of a
corporation which is not authorized to issue capital stock.
(c) The Company's Bylaws provide that the Company may indemnify its
Officers and Directors to the full extent permitted by Section 145 of the
General Corporation Laws of the State of Delaware.
(d) Section 145 of the General Corporation Laws of the State of Delaware
provides that a corporation may indemnify its directors and officers against
expenses (including attorneys fees), judgments, fines, and amounts paid in
settlement actually and incurred by them in connection with any threatened,
pending, whether civil, criminal, administrative or investigative (other than
an action by or in the rights of the corporation), by reason of being or
having been directors or officers, if such directors or officers acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, they had not reasonable cause to believe their conduct was
unlawful. The indemnification provided by Seciton 145 of the General
Corporation Laws of the State of Delaware is not exclusive of any other rights
arising under bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the Act), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange 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 Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Inasmuch as those who received shares Shares pursuant to written
compensation agreements with the Company are knowledgeable, sophisticated and,
by virtue of their relationship and bargaining position with the Company, have
had access to comprehensive information relevant to the company, and have
further had the opportunity to request in depth information from the Company,
such transaction was undertaken in reliance on the exemption from registration
provided by Section 4(2) of the Act.
Item 8. Exhibits.
Exhibit Description
5.1 Opinion of Bruce J. Kremers, P.C., re: Legality
10.1 Legal services agreement, dated as of July 24, 1994 and
amendments thereto
24.1 Consent of Singer Lewak Greenbaum & Goldstein, LLP
24.2 Consent of Bruce J. Kremers, P.C.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
(b) That, for the purposes of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
(3) Insofar as indemnification for liabilities arising under the 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 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 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, 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 by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, on the dates shown below.
Dated: 02/08/99 ULTRA SHIELD PRODUCTS
INTERNATIONAL, INC.
By:/S/ Brent J. Humphrey
Brent J. Humphrey, President, CEO
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:
Signatures Title Date
/S/ Brent J. Humphrey President, Chief Executive 02/08/99
Brent J. Humphrey Officer, Principal Financial
and Accounting Officer
and Director
/S/ R. Eric Ward Executive Vice-President 02/08/99
R. Eric Ward and Director
/S/ Karen L. Clark Secretary, Treasurer and 02/08/99
Karen L. Clark Director
/S/ Kenneth Jacobs Director 02/08/99
Kenneth Jacobs
___________________ Director ________________
M. Scott Border
___________________ Director ________________
J.W. Rutherford
INDEX TO EXHIBITS
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
Sequentially
Numbered
Exhibit No. Description Page
5.1 Opinion of Bruce J. Kremers, P.C 14
re: Legality
10.1 Legal services agreement and amendments 15
10.2 Investor relations agreement 25
24.1 Consent of Singer Lewak Greenbaum &
Goldstein, LLP 28
24.2 Consent of Bruce J. Kremers, P.C. 29
EXHIBIT 5.1
Bruce J. Kremers, P.C.
Attorneys at Law
1335 Ninneman Rd.
P.O. Box 768
Troy, Montana 59935
February 9, 1999
Ultra Shield Products
International, Inc.
10096 Sixth Street
Units O-P
Rancho Cucamonga, CA 91730
Re: Registration Statement on Form S-8 of Ultra Shield Products
International, Inc. securities, issued as Shares pursuant to
written legal services and investor relations agreements
Ladies and Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by Ultra Shield Products International, Inc., a Delaware
corporation (the "Company"), of 1,267,125 Shares of the Company's $.0001 par
value per share common stock (the "Shares"), issued to the undersigned and to
Martin E. Janis & Company, Inc. pursuant to legal services and investor
relations agreements (the "Agreements") adopted, ratified, accepted and
approved by resolution of the Company's Board of Directors.
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostatic or other copies of the Agreements, the
Company's Articles of Incorporation (as amended), Bylaws and corporate minutes
provided to us by the Company. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified copies of all copies submitted to us as conformed,
photostatic or other copies. In passing upon certain corporate records and
the documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and
express no opinion thereon. In issuing this opinion, we have disclosed our
conflict of interest with the Company.
Based upon and in reliance upon the foregoing, it is our opinion that the
Common Stock issued pursuant to the Agreement is validly issued, fully paid
and non-assessable. We hereby consent to the use of this opinion in the
Registration Statement on the Form S-8 to be filed with the Commission.
Very truly yours,
Bruce J. Kremers, P.C.
By /S/ Bruce J. Kremers
Bruce J. Kremers
EXHIBIT 10.1
Legal Services Agreement and Amendments/Revisions
Bruce J. Kremers, P.C.
1153 Evergreen Pkwy. #240
Evergreen, CO 80439
July 24, 1994
via fax (909) 483-5494
Mr. Jay Rutherford, President
Ultra Shield Products International, Inc.
10096 6th Street, Unit o/p
Rancho Cucamonga, CA 91730
Tel: (909) 466-0081
Re: Engagement relating to securities matters; Ultra Shield Products
International, Inc. (the "Company")
Dear Mr. Rutherford:
To follow-up our recent conversations, we would be happy to provide
services relating to securities matters including the registration of certain
of the Company's securities.
Based upon our preliminary analysis, it appears that, some years ago, the
Company raised funds from a group of investors via an exempt offering under
Rule 504 of Regulation D, or other exemption provision, without appropriate
related state compliance. It is our understanding that (i) the Company has
engaged other counsel (Dave Dimitruk, Esq.) to assist the Company in
rectifying its state compliance problems; (ii) while the Company is currently
relying on the disclosure provisions of Rule 15c2-11 under the Securities
Exchange Act of 1934 ("Exchange Act"), it wishes to "get back on track" with
regard to its Exchange Act reporting obligations; and, (iii) the Company
desires to register, under the Secruities Act of 1933 (the "Act"), on Form s-4
or other appropriate registration form, shares of its common stock that it
contemplates issuing in exchange for the shares described in the first
sentence of this paragraph.
Based on the foregoing, and assuming both responsive assistance from your
staff and related professionals, and, no material changes in the requested
services, we estimate that the services requested will consume 100 to 200
hours of professional time and another 50 to 100 hours of primarily blue sky
work performed by paralegals. The timetable for these services will depend on
how soon the Company can meet the necessary accounting requirements.
Legal services will be billed at the rate of $150 per hour against a
replenishable retainer in the original amount of $3,000. It will be necessary
to incur certain costs and expenses in performing our services. These costs
and expenses may include paralegal services (billed at $50 per hour) relating
to "blue sky" matters, long distance telephone calls, photocopies, word
processing, courier and messenger services, various filing fees (possibly
including substantial filing fees for "blue-sky" registrations) and like items
to expedite the preparation of the filings. All fees for costs and expenses
will be due and payable commencing with the date of invoices, except that
filing fees are due when the filings are made.
Invoices will be mailed on a monthly basis.
In the event that the Company's obligations described herein require
collection or enforcement, such collection/enforcement may commence
immediately, the Company agrees to pay all costs of collection, including, but
not limited to, attorney's fees, related expenses, court costs and interest at
the rate of 18% per annum. Due to the fact that this agreement has been
entered into, and, the services are to be principally performed in Clear Creek
County, Colorado, in the event of dispute relative to this agreement or the
services that are the subject hereof, the parties submit themselves to the
jurisdiction of the Colorado courts, agree that this agreement shall be
governed by Colorado law and agree that venue shall be the Clear Creek County
court system.
If these terms meet your approval, please sign and return one copy of
this letter along with (i) a check in the amount of $3,000, and (ii) copies of
all corporate materials you have on file (eg. articles of incorporation,
bylaws, board minutes, material contracts, etc.) Once we have formalized our
understanding as set forth herein, we will be happy to commence our services.
We are looking forward to working with you towards the timely and successful
completion of your project.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
ACCEPTED and APPROVED this 24th day of July, 1994.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ Jay Rutherford
Jay Rutherford, President
Bruce J. Kremers, P.C.
1153 Evergreen Pkwy. #240
Evergreen, CO 80439
December 21, 1994
via fax (909) 483-5494
Mr. Jay Rutherford, President
Ultra Shield Products International, Inc.
10096 6th Street, Units O/P
Rancho Cucamonga, CA 91730
Tel: (909) 466-0081
Re: Amendment to Engagement relating to securities matters; Ultra Shield
Products International, Inc. (the "Company")
Dear Mr. Rutherford:
To follow-up recent conversations, despite the fact that the payment
terms set forth in the original engagement letter have not been met, we would
be happy to continue to provide services relating to securities matters on the
following basis: (i) cash payments at January 15, 1995 and February 15, 1995
each in the amount of $2,500 with a "step up" to bi-weekly payments of the
same amount to commence March 1, 1995; and, in addition to cash payment for
services, (ii) the issuance of one (1) Unit of the Company's securities
(consisting of the same securities as are traded publicly) for each one dollar
($1.00) of services billed pursuant to the original engagement letter. Such
securities would be included with those registered by the Form SB-2
registration statement which is expected to be filed in 1995. All terms of
the original engagement letter not amended herein shall remain the same.
If these terms meet your approval, please sign and return one copy of
this letter. We are looking forward to the timely and successful completion
of your projects.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
ACCEPTED and APPROVED this 21st day of December, 1994.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ Jay W. Rutherford
John (Jay) W. Rutherford, President, Director
By /s/ Key Kavoussi
Key Kavoussi, Director
By /s/ George A. Money
George A. Money, Director
Bruce J. Kremers, P.C.
1153 Evergreen Pkwy. #240
Evergreen, CO 80439
January 29, 1997
via fax (909) 483-5494
Mr. J.W. Rutherford, President
Mr. William L. Hodges, CFO
Ultra Shield Products International, Inc.
10096 6th Street, Units M-P
Rancho Cucamonga, CA 91730
Tel: (909) 466-0081
Re: Second Amendment to Engagement relating to securities matters; Ultra
Shield Products International, Inc. (the "Company")
Dear Jay and Bill:
To follow-up our conversations of this morning, please be advised that,
effective immediately, the number of shares payable under our engagement
agreement will be cut in half. Thus, the hourly rate for services will be
adjusted to $150 plus 75 Units of the Company's securities. Further there
will be an annual limit of 30,000 Units. Such securities would be included in
any future registration statement. All terms of the original engagement letter
not previously amended shall remain the same.
If these revised terms meet your approval, please sign and return one
copy of this letter. We are looking forward to the timely and successful
completion of your projects.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
ACCEPTED and APPROVED this 29th day of January, 1997.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ J.W. Rutherford
J.W. Rutherford, President, Director
By /s/ William L. Hodges
William L. Hodges, Chief Financial
Officer, Director
Bruce J. Kremers, P.C.
1153 Evergreen Pkwy. #240
Evergreen, CO 80439
October 29, 1997
via fax (909) 483-5494
Mr. J.W. Rutherford, President
Ultra Shield Products International, Inc.
10096 6th Street, Units M-P
Rancho Cucamonga, CA 91730
Re: Third Amendment to Engagement relating to securities matters; Ultra
Shield Products International, Inc. (the "Company")
Dear Jay:
The following is an amended compensation arrangement that is agreeable:
the Company will pay $5,000 against its current balance and will pay at least
$2,000 per month (not including costs), commencing December 1, 1997 against
any balance due. This is down $3,000 per month from the $5,000 agreed to in
the earlier agreement. The number of shares called for pursuant to the
earlier engagement agreement shall remain the same in the event of any reverse
stock splits if the post-reverse split open market traded share price falls
below $1.50 per share.
Further, the Company will use its "best efforts" to find a purchaser(s)
for a non-issuer sale ("4 - 1 1/2" sale) by me of my Ultra Shield securities
if I should desire to sell all or a portion of such securities. This is by no
means a guarantee that such securities can be sold on the terms I might
desire, but is only an agreement to use "best efforts" to find a purchaser for
such securities so that I can minimize the negative effects of when our
services and costs exceed the $2,000 per month specified above.
If these revised terms meet your approval, please sign and return one
copy of this letter. We are looking forward to the timely and successful
completion of your projects.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
ACCEPTED and APPROVED this 29th day of October, 1997.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ J.W. Rutherford
J.W. Rutherford, Director
By /s/ Brent Humphries
Brent Humphries, Director
By /s/ Eric Ward
Eric Ward, Director
Bruce J. Kremers, P.C.
1153 Evergreen Pkwy. #240
Evergreen, CO 80439
January 9, 1998
via fax (909) 483-5494
Mr. J.W. Rutherford, President
Ultra Shield Products International, Inc.
10096 6th Street, Units M-P
Rancho Cucamonga, CA 91730
Re: Fourth Amendment to Engagement relating to securities matters; Ultra
Shield Products International, Inc. (the "Company")
Dear Jay:
The following are the engagement amendments we have discussed and agreed
to pending ratification/acceptance by the Board:
The securities issuable pursuant to my engagement are hereby revised to
the original ratio existing prior to the February, 1997 change and will apply
to the securities issuable for services performed in 1997 in consideration of
the fact that the share price has languished throughout 1997 at about half of
what it was when the original ratio was revised.
Compensation for my part in accomplishing the Kavoussi secured negotiable
promissory note at a savings of 666,666 units shall be 200,000 units, changed
from 150,000 units, issuable when my 1997 service units are issued.
Please sign and return one copy of this letter. I look forward to
continuing success on the Company's projects.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
ACCEPTED and APPROVED this 9th day of December, 1998.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ J.W. Rutherford
J.W. Rutherford, Director
By /s/ Brent Humphrey
Brent Humphrey, Director
By /s/ Eric Ward
Eric Ward, Director
Bruce J. Kremers, P.C.
1153 Evergreen Pkwy. #240
Evergreen, CO 80439
March 27, 1998
via fax (909) 483-5494
Mr. J.W. Rutherford, President
Ultra Shield Products International, Inc.
10096 6th Street, Units M-P
Rancho Cucamonga, CA 91730
Re: Engagement relating to specific securities matters; Ultra Shield Products
International, Inc. (the "Company")
Dear Jay:
The following are the special engagement terms and payment terms we have
discussed and agreed to pending ratification/ acceptance by the Board. All
services and payment terms not specifically described herein will fall under
the existing engagement agreement, as amended:
The services contemplated herein are the preparation and filing of the
fiscal 1997 Form 10-KSB and the preparation and filing of a Form S-8 for the
Janis securities.
Compensation shall be fifty thousand (50,000) restricted Units, issuable
immediately and considered fully paid upon the commencement of our services.
Such Units shall be included in the Form S-8.
Upon the receipt by the Company of any proceeds from Eliot Lane, the
Company will pay in full its balance due for services previously rendered and
will pay a retainer in the amount of at least $5,000 against future services.
Please sign and return one copy of this letter. I look forward to
continuing success on the Company's projects.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
ACCEPTED and APPROVED this 27th day of March, 1998.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ J.W. Rutherford
J.W. Rutherford, Director
By /s/ Brent Humphrey
Brent Humphrey, Director
By /s/ Eric Ward
Eric Ward, Director
Bruce J. Kremers, P.C.
1153 Evergreen Pkwy. #240
Evergreen, CO 80439
May 7,1998
via fax (909) 483-5494
Mr. J.W. Rutherford, President
Ultra Shield Products International, Inc.
10096 Sixth Street, Units M-P
Rancho Cucamonga, CA 91730
Re: Issuance of securities in lieu of cash payment for services
Dear Jay:
As tentatively agreed, $13,125 of the current balance owed will be paid
via the issuance of 35,000 Ultra Shield units. The related 10,080 services
units already earned through April 15, 1998 will also be issued making this
total 45,080 units. Such securities will be registered by the upcoming Form
S-8.
If you wish, the next $18,750 of services not covered by other arrange
ments, will be covered by the issuance of an additional 68,750 units, also to
be registered by the upcoming Form S-8. Signing below will indicate assent to
this arrangement.
EXPENSES WILL BE BILLED AND PAYABLE SEPARATELY. All services and payment
terms not specifically described herein will fall under the existing
engagement agreement, as amended.
Please sign and return one copy of this letter. I look forward to
continuing success on the Company's projects.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
UNDERSTOOD AND AGREED this 7th day of May, 1998.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ J.W. Rutherford
J.W. Rutherford, Director
By /s/ Brent J. Humphrey
Brent J. Humphrey, Director
By /s/ R. Eric Ward
R. Eric Ward, Director
Bruce J. Kremers, P.C.
1335 Ninneman Rd.
P.O. Box 768
Troy, Montana 59935
November 17, 1999
via fax (909) 483-5494
Board of Directors
Ultra Shield Products International, Inc.
10096 6th Street, Units M-P
Rancho Cucamonga, CA 91730
Re: Adjustment to March 27 and May 7 amendments to engagement agreement
Gentlemen:
This will serve to memorialize our understanding regarding an adjustment
to the March 27 and May 7 amendments to our engagement agreement. As we have
discussed, this adjustment is due to the fact that, until now, the Company has
failed to facilitate the final completion of the services (most of which have
already been performed) described in the aforementioned amendments.
Accordingly, to date, the purpose of taking Form S-8 securities in the first
place has been frustrated. These facts, together with the materially changed
circumstances since the aforementioned amendments, necessitate the adjustment
described herein. All services and payment terms not specifically
described/adjusted herein will fall under the existing engagement agreement,
as amended:
As discussed, the Company will (i) issue 340,795 units of securities, to
be registered on the upcoming Form S-8; (ii) pay $2,500 now against its
balance due; and, (iii) pay $2,500 per month against amounts currently due,
and coming due, for ongoing services not covered by the securities issuance.
Please sign and return one copy of this letter. If not signed by all
Directors, please provide a copy of the related Board Minutes. Thank You. I
look forward to continuing success on the Company's projects.
Sincerely,
BRUCE J. KREMERS, P.C.
By /s/ Bruce J. Kremers
Bruce J. Kremers
ACCEPTED and APPROVED this 17th day of November, 1998.
ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
By /s/ Brent J. Humphrey
Brent J. Humphrey, Director
By /s/ R. Eric Ward
R. Eric Ward, Director
By
J.W. Rutherford, Director
(Note: This amendment was subsequently authorized by Board resolution)
EXHIBIT 10.2
MARTIN E. JANIS & COMPANY, INC.
PUBLIC RELATIONS
919 North Michigan Avenue
Chicago, Illinois 60611
(312) 943-1100
Mr. Brent J. Humphrey
President and Chief Executive Officer
ULTRA SHIELD PRODUCTS INTERNATIONAL
10096 Sixth Street, Unit P
Rancho Cucamonga, CA 91730-5750
Dear Brent:
I am delighted with the decision of Ultra Shield Products International to
retain Martin E. Janis & Company, Inc., and wish to assure you that we shall
apply our best efforts to carry out a public relations program consistent with
our conversations on this subject.
The following shall outline the mutual areas of responsibility in our program.
Martin E. Janis & Company, Inc. shall begin a one-year program, commencing on
February 1, 1999, to continue through January 31, 2000. At the end of six
months, on July 31, 1999, either party shall have the option to cancel the
relationship, such termination to be effective as of the July 31, 1999 date.
If the program continues after July 31, 1999, then it shall run for the
remaining six months through January 31, 2000.
The agency shall introduce Ultra Shield Products International to brokerage
firms; the money managers and research departments of certain funds and
institutions; analysts; special situation people or special investing groups;
and other persons or entities who may have a direct interest in the stock -
and the agency shall continue to maintain communications with the above
described after the initial contact. Through a series of meetings in selected
cities, the agency shall begin and continue to maintain contact with the
aforementioned. Contact shall also be established and maintained by written
correspondence, personal visits, individual telephone conversations and
teleconferencing.
Further, the agency shall create and carry out a publicity program in the
following areas - financial newspapers, magazines and periodicals; new,
feature and financial sections of the national new magazines; wire services
and feature syndicates; financial, news and feature selections of daily
newspapers; on financial TV and radio programs; and trade periodicals
circulating in Ultra Shield Products International's areas of activity. This
will follow the pattern described in the agency's conversations on the subject
and with the agency's presentation.
The public relations and publicity program shall be centered around general
corporate activity; the company's present and potential customer base; current
and new technologies; company personnel and executives; corporate history,
past accomplishments and future goals; sales and earnings; expansion programs;
acquisitions; management and management philosophy; and other salient subjects
that will enhance the corporate image. Such publicity will result from the
agency's distribution of press releases, from press presentations, and from
special press interviews.
The agency shall write, develop and create the financial written and graphic
materials - the annual reports; the interim reports; and special communiques
to the shareholder and to the financial community.
Martin E. Janis & Company, Inc. shall be compensated as follows: At the outset
of the program, Martin E. Janis & Company, Inc. shall receive 500,000 shares
of free-trading Ultra Shield Products International stock. This shall
recompense the agency for the service fee for the period February 1, 1999
through July 31, 1999. This certificate shall be delivered to Martin E. Janis
& Company, Inc. on or shortly after February 1, 1999. If the relationship
shall continue for the second phase of the program, covering the period August
1, 1999 through January 31, 2000, then Martin E. Janis & Company, Inc. shall
receive another 500,000 shares of free trading Ultra Shield Products
International, Inc. stock, on or shortly thereafter the August 1, 1999 date.
This shall serve as the service fee for the period August 1, 1999 through
January 31, 2000.
In addition to the above quoted retainer fee, routine out-of-pocket costs,
covering such items as printing and mailing, clipping services, long distance
telephones and faxes, xeroxing, photography, media entertainment, and the
like, shall be borne by Ultra Shield Products International, Inc. These
out-of-pocket costs, however, shall not exceed $300 - $400 per month unless
specified approval is given thereto by the client.
The above routine out-of -pocket costs shall be itemized with received
vouchers, and billed at the end of each month, and are payable to the agency
upon receipt of invoice.
All travel and other costs relating to company financial meetings in specific
financial centers throughout the country will be budgeted and presented to the
client for approval, one month prior to incurring said expenditures. Payment
of these out-of-pocket expenditures shall be made upon receipt of and approval
of these submitted estimated costs by the client prior to said meetings, as
these expenses (hotel, travel, food and beverage, and the like) are paid up
front by the agency, at the time they are incurred. At the end of these
specific travel projects, when all the actual bills are in and collated, they
shall be submitted to the client, and an adjustment will be made either way,
equating the actual expense with the estimated advance.
All costs pertaining to graphics the annual report, quarterly interim reports,
special shareholder communiques, and the like, shall likewise, be budgeted and
presented to Ultra Shield Products International, Inc. for approval and
payment before said expenditures are incurred.
Another service rendered by this firm is the arranging of financing. Through
the firm's relationship with the investment banking community, we are able to
introduce your company to potential sources of financing - investment bankers
- - brokerage firms - venture capital groups - and individuals or special
group investors. If this service is rendered, and moneys are raised for Ultra
Shield Products International through the efforts of Martin E. Janis &
Company, Inc. then a special fee shall be paid to this firm, based on and
agreed percent of the monies raised.
An Account Executive, an agency vice president, shall be assigned to work on
this account, along with other agency creative and executive personnel in the
firm's offices. Martin E. Janis shall be involved with various agency
executives and staff and Ultra Shield Products International, Inc. executives
in the overall coordination, direction and implementation of the program.
I believe this letter covers the pertinent points in our proposed working
relationship. Will you kindly indicate your approval by signature on the
attached copy and return same to me at your early convenience.
I look forward to seeing you and to a successful relationship with you and
your organization over this next period.
Cordially,
MARTIN E. JANIS & COMPANY, INC.
By: /s/ Martin E. Janis
Martin E. Janis, Chairman of the Board
MEJ/mdc
APPROVED:
By: /s/ Brent J. Humphrey
Brent J. Humphrey, President and CEO
Ultra Shield Products International
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated July 7, 1998 (except for Note 6,
paragraph 4, as to which the date is September 25, 1998, and Note 9 as to
which the date is October 22, 1998) accompanying the consolidated financial
statements of Ultra Shield Products International, Inc. and subsidiary as of
December 31, 1997 and for the two years in the period ended December 31, 1997,
which are included in the Form 10-KSB for the year ended December 31, 1997 and
which are included by reference in this Form S-8 registration statement. We
consent to the incorporation by reference in this Form S-8 registration
statement of the aforementioned reports and the use of our name under the
caption "Experts".
_____________/S/_________________
Singer Lewak Greenbaum & Goldstein, LLP
EXHIBIT 24.2
Consent of Bruce J. Kremers, P.C. is included in the opinion filed as
Exhibit 5.1 hereto.
