As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CORONADO INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 22-3161629
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16929 E. Enterprise Drive, Suite 202, Fountain Hills, Arizona 85268
- ------------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Consultant Compensation Plan
----------------------------
(Full title of the plan)
Gary R. Smith
President
Coronado Industries, Inc.
16929 E. Enterprise Drive, Suite 202, Fountain Hills, AZ 85268
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(Name and address of agent for service)
(602) 837-6810
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(Telephone number, including area code, of agent for service)
With copy to:
Michael K. Hair, P.C.
7407 E. Ironwood Court
Scottsdale, Arizona 85258
(602) 443-9657
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE * PRICE * FEE
---------- ---------- ----------- --------- ------------
Common Stock,
$.001 par value 60,000 $2.00 $120,000 $37
- ----------
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the bid price for shares of Common
Stock during the week ended November 21, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is The Investor Communication Group Compensation Plan (the
"Plan") and Coronado Industries, Inc. (the "Registrant") will fund the Plan with
up to 60,000 shares of its $.001 par value common stock (the "Stock"). The Plan
is the Client Service Agreement between The Investor Communication Group, Inc.
("ICG") and the Registrant. The Plan is not subject to the provisions of ERISA
and the Plan has no administrators.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital stock of the Company consists of 25,000,000 shares of
common stock ("Common Stock") of which 18,746,653 shares were issued and
outstanding on November 1, 1997 and 3,000,000 shares of $.001 par value
Preferred Stock, of which no shares have been issued as of November 1, 1997. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.
Each share of the Common Stock is entitled to one vote on all matters to be
voted on by the shareholders, such as the election of certain directors and
other matters that directly impact the rights of the holders of such class.
There is no cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of any dissolution, winding up or liquidation of the Company, the shares
of Common Stock will share ratably in all the funds available for distribution
after payment of all debts and obligations. The holders of Common Stock are
subject to any rights that may be fixed for holders of preferred stock as
designated upon issuance.
ISSUANCE OF SHARES
ICG is the only participant in the Plan and it will pay for the Shares by
performing the services described in the Client Service Agreement to be executed
by ICG and the Registrant. The Shares totalling $120,000 in value will be issued
to ICG by the Registrant upon execution of the Client Service Agreement.
The Shares will not be purchased in the open market.
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<PAGE>
RESALE RESTRICTIONS
Since the Registrant does not satisfy the requirements for the use of Form S-3,
ICG, even though not a controlling person, is bound by the volume limitations of
Rule 144, which would not be applicable because any shareholder may sell up to
187,000 shares of Registrant's common stock in any 90 day period under Rule 144.
ITEM 2
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1996 and all reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
subsequent to December 31, 1996 are incorporated by reference into this
Prospectus. Copies of these documents are available to ICG, without charge, upon
written or oral request made to the Registrant at 16929 E. Enterprise Drive,
Suite 202, Fountain Hills, Arizona 85268, telephone number (602) 837-6810.
3
<PAGE>
PART I
INFORMATION REQUIRED IN THE REOFFER PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is The Investor Communication Group Compensation Plan (the
"Plan") and Coronado Industries, Inc. (the "Registrant") has funded the Plan
with up to 60,000 shares of its $.001 par value common stock (the "Stock"). The
Plan is the Client Service Agreement between The Investor Communication Group,
Inc. ("ICG") and the Registrant. The Plan is not subject to the provisions of
ERISA and the Plan has no administrators.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital stock of the Company consists of 25,000,000 shares of
common stock ("Common Stock") of which 18,746,653 shares were issued and
outstanding on November 1, 1997 and 3,000,000 shares of $.001 par value
Preferred Stock, of which no shares have been issued as of November 1, 1997. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.
Each share of the Common Stock is entitled to one vote on all matters to be
voted on by the shareholders, such as the election of certain directors and
other matters that directly impact the rights of the holders of such class.
There is no cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of any dissolution, winding up or liquidation of the Company, the shares
of Common Stock will share ratably in all the funds available for distribution
after payment of all debts and obligations. The holders of Common Stock are
subject to any rights that may be fixed for holders of preferred stock as
designated upon issuance.
The Company has engaged Olde Monmouth Stock Transfer at 77 Memorial Parkway,
Suite 101, Atlantic Highlands, NJ 07716 as its stock transfer agent.
ISSUANCE OF SHARES
ICG is the only participant in the Plan and it has paid for the Shares by
performing the services described in the Client Service Agreement executed by
ICG and the Registrant. The Shares totalling $120,000 in value have been issued
to ICG by the Registrant upon execution of the Client Service Agreement.
4
<PAGE>
RESALE RESTRICTIONS
There are no restrictions on resale upon the purchasers of the Shares from ICG.
ITEM 2
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1996 and all reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
subsequent to December 31, 1996 are incorporated by reference into this
Prospectus. Copies of these documents are available to ICG, without charge, upon
written or oral request made to the Registrant at 16929 E. Enterprise Drive,
Suite 202, Fountain Hills, Arizona 85268, telephone number (602) 837-6810.
5
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement: (a) the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1996; and (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Articles of Incorporation eliminates the
personal liability of directors of the Company for violation of their fiduciary
duty of care.
Section 78.751 of the Nevada General Corporation Law, as amended, applies
to the Company and provides for the indemnification of officers and directors in
specified instances. It permits a corporation, pursuant to a bylaw provision or
in an indemnity contract, to pay an officer's or director's litigation expenses
in advance of a proceeding's final disposition, and provides that rights arising
under an indemnity agreement or bylaw provision may continue as to a person who
has ceased to be a director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit Index located at Page 9.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3)of the
Securities Act of 1933;
6
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post- effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
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 the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
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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 Fountain Hills, and the State of Arizona, on November
26, 1997.
Coronado Industries, Inc.
By /s/ Gary R. Smith
-------------------------------
Gary R. Smith
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Gary R. Smith President (Chief Executive November 26, 1997
- ------------------------ Officer); Treasurer (Principal
Gary R. Smith Financial and Accounting Officer);
Director
/s/ G. Richard Smith Secretary; Director November 26, 1997
- ------------------------
G. Richard Smith
Director
- ------------------------
John T. LiVecchi
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EXHIBIT INDEX
Exhibit
Number Description Method Of Filing
- ------- ----------- ----------------
4 Compensation Plan *
5 Form of opinion rendered by Michael K. Hair, P.C., *
counsel for the Registrant (including consent)
24.1 Consent of Accountants *
24.2 Consent of Counsel See Exhibit 5
- -------
* Filed herewith
9
EXHIBIT 4
CLIENT SERVICE AGREEMENT
THIS MARKETING AGREEMENT is made by and between THE INVESTOR COMMUNICATION
GROUP, INC., a GEORGIA corporation, hereinafter sometimes referred to as (ICG or
Party) and CORONADO INDUSTRIES INC., a Nevada Corporation, hereinafter sometimes
referred to as (the Company or the Client; or CDIK or Party).
WITNESSETH:
WHEREAS, ICG is a financial public rotations and direct marketing advertising
and consulting firm, and WHEREAS, the Company is publicly held with its common
stock trading on one or more stock exchanges and/or Over The Counter or on
NASDAQ, and WHEREAS, the Company desires to publicize itself with the intentions
of making its name and business better known to its shareholders, investors, and
brokerage houses, and NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed:
A. ENGAGEMENT: The Company hereby engages ICG to publicize the Company to
brokers, prospective investors and shareholders described in Section B of this
agreement, and subject to the further provisions of this agreement. ICG hereby
accepts the Company as a client and agrees to publicize it as described in
Section B of this agreement, but subject to the future provisions of this
agreement.
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CLIENT 1. ICG
<PAGE>
B. SERVICE PROGRAM: Consists of the following components:
1. ICG will review and analyze all aspects of the company's goals,
including any proposed acquisitions, and make recommendations on feasibility and
achievement of desired goals.
2. ICG will review all of the general information and recent filings from
the Company and produce a 4-page, 2-color informative Corporate Overview about
the Company. 100 Will conduct & 65,000 piece direct mailing of the Corporate
Overview and an equal number of response cards, malted in increments of 15,000
in the first month and 10,000 in months 2-6. The Corporate Overviews will be
prepared in brokerage style format and will be submitted to the Company far
approval prior to printing and mailing.
3. ICG will distribute a Corporate Overview to each current shareholder of
the Company's common stock along with a letter highlighting our investor
relations campaign.
4. ICG will provide through their network, firms and brokers interested in
participating and schedule and conduct the necessary duo diligence and obtain
the required approvals necessary for those firms to participate. ICG will also
interview and make determinations on any firms or brokers referred by the
Company with regard to their participation.
5. ICG will be available to the Company to respond to all inquiries
received from firms and brokers inquiring about to Company.
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CLIENT 2. ICG
<PAGE>
6. ICG will use its best efforts to obtain the Company exposure on national
and regional financial radio programming. in independent financial newsletters,
and various other financial related publications and media.
7. ICG will produce a Corporate Communications and Disclosure Policy for
the Company.
8. ICG will produce a Peer Group Analysis. identifying potential
institutional investors.
9. ICG will write and place up to 5 Corporate Announcements in Investors
Daily Newspaper, highlighting the Company's business.
10. ICG will write and produce a press release announcing our engagement.
Company shall be solely responsible for paying all fees associated wit all
actual release(s) through Business Wire, PR.. Newswire, or any other comparable
news dissemination source.
11. ICG may. at its own discretion, and with approval of the Client, at its
own expense pay for special reports that can be published in various financial
trade publications for both public relations and lead generating purposes.
C. TIME OF PERFORMANCE: Services to be performed under this agreement shall
commence upon' the execution o(this agreement and shall continue until
completion, which generally is expected to occur within six months.
D. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by ICG. the Company agrees to pay compensation. to ICG as follows:
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CLIENT 3. ICG
<PAGE>
1. $120,000, payable in cash or free trading shares of the Company's Common
Stock based on the closing bid price on the day before the execution of this
agreement. Cash or free trading shares are due upon execution of this agreement.
Should the value of shares be less than $120,000 upon the delivery of said
shares to ICG, Client agrees to issue additional free trading shares or cash to
compensate the difference within 30 business days. ICG may transfer the Common
Stock issued to it to its officers, directors and employees: however, ICG will
not transfer the Common Stack issued to it except in sales through licensed NASD
members at prices no less than the highest bid price at the time of the sale and
ICG will require of its officers, directors and employees. Further, ICG, its
officers and employees will not use any of the Common Stock issued to it. or
allow a brokerage firm to use any of' the Common Stock issued to it, to sell the
Company's stock "short" or to `short the Company's stock against the box."
2. If during the term of this agreement the price of Client's common stack
trades at the price of $4.00 or higher, the Client shall issue warrants to EGG
allowing ICG, or its officers, directors or employee assignees to purchase
100,000 shares of Client's common stock at $4.00 per share. These warrants may
be exercised for a period of two years from the date of actual physical issuance
of the warrants. Client shall issue warrants within S days after the shares
trade at $4.00 or higher.
E. REPRESENTATIONS AND WARRANTIES OF COMPANY: The Company represents and
warrants to ICG, each such representation and warranty being deemed to be
material that:
- -------------- ----------------
CLIENT 4. ICG
<PAGE>
1. The Company will cooperate ful1y and timely with ICG to enable ICG to
perform its obligations under this agreement.
2. The execution end performance of this agreement by the Company has been
duly authorized by the Board of Directors of the Company in accordance with
applicable law, and, to the extent required, by the requisite number of
shareholders of the Company.
3. The performance by the Company of this agreement will not violate any
applicable court decree. law or regulation, nor will it violate any provisions
of the organizational documents of the Company or any contractual obligation by
which the Company may be bound.
4. The Company will promptly deliver to ICG a complete due diligence
package to include the latest lOK, latest 10Q, last six months press releases,
and all other relevant materials, including but not limited to corporate
reports, brochures, etc.
5. The Company will promptly deliver to ICG a list of names and addresses
of all shareholders of the Company which it is aware.
6. The Company will promptly deliver to ICG a list of brokers and market
makers of the Company's securities which have been following the Company.
7. The Company will act diligently and promptly in reviewing materials
submitted to it by ICG to enhance timely distribution of the materials and will
inform ICG of any inaccuracies contained therein prior to the projected
publication date.
8. The Company represents that all information included in the information
package furnished to ICG shall disclose all material facts and not omit any
facts necessary to make statements made on behalf of the Company not misleading.
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CLIENT 5. ICG
<PAGE>
F. FURNISHING OF INFORMATION BY CLIENT: The Company agrees to update the
information package on a continuous basis, The Company understands that the sole
purpose of the information package is for Investor Relations, ICG is not
obligated to assess the financial responsibility of the Company. ICG may rely on
and assume the accuracy of the information submitted to them by the Company.
G. COVENANTS OF THE COMPANY: The Company covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright laws and all other applicable laws and regulations
and will not be submitted in connection with improper or illegal act or deed.
H. CLIENT RESPONSIBLE FOR INFORMATION PROVIDED TO ICG: Company assumes and
claims all responsibility and liability for the content of all information
disseminated on behalf of the Company which have been approved by the Company.
The Company shall indemnity and hold ICG, Its subsidiaries, officers and
employees harmless from and against all demands, claims or liability arising for
any reason due to the content of information disseminated on behalf of the
Company. This indemnity shall include any cost incurred by ICG including, but
not limited to, legal fees and expenses incurred both in administrative
proceedings at trial and appellate levels, in settlement of claims. and payment
of any judgment against ICG.
In order for the indemnity provisions of this paragraph to bind Client ICG
must within ten (10) business days of receipt notify Client in writing of any
demands, claims or liability for
- -------------- ----------------
CLIENT 6. ICG
<PAGE>
which ICG claims Client is responsible and Client shall be entitled, but shall
not be obligated, to assume and/or control defense and/or settlement of any
action, demand, claim or liability. Client shall not be required to indemnify
ICG for ICG's own negligent or intentional acts or omissions.
I. ASSIGNMENT AND DELEGATION: Neither Party may assign any rights or delegate
any duties hereunder without the Party's express written consent.
J. EARLY TERMINATION: If the Company fails to cooperate with ICG, at fails to
make timely payment of the compensation set forth in Section D of this agreement
ICG shall have the right to terminate any further performance wider this
agreement. In such event all compensation shall become immediately due and
payable and/or deliverable, and ICG shall be entitled to receive and retain the
same as liquid damages, and not as a penalty, in lieu of all other remedies, the
parties acknowledging and agreeing that it would be too difficult currently to
determine the exact extent of ICG's damage, but that the. receipt and retention
of such compensation is reasonable present estimate of such damage.
K. LIMITATION OF ICG LIABILITY: If ICG fails to perform its services hereunder,
its entire liability to the Company shall no: exceed the lesser of (a) the
amount of each compensation ICG has received from the Company under Section D of
this agreement or (1,) the actual damage to the Company as a result of such
nonperformance. In no event will ICG be liable for any indirect, special or
consequential damages nor for any claim against the Company by any person or
entity arising from or in any way related to this agreement, unless such damages
result from the use, by ICG, of information not authorized by the Company, or
from ICG's violation of federal or state securities laws
- -------------- ----------------
CLIENT 7. ICG
<PAGE>
L. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to
be produced by ICG in connection with the agreement and other services to be
rendered under this agreement shall be and remain the sole and exclusive
property of ICG. except that if the Company performs fully and timely its
obligations hereunder, it shall be entitled to receive upon written request, two
hundred fifty (250) copies of all such materials.
M. CONFIDENTIALITY: Until such time as the same may become publicly known. ICG
agrees that any confidential nature will not be revealed or disclosed to any
person or entity, except in the performance of this agreement. and upon
completion of its services and upon written request of the Company all
materials, original documentation provided by the Company will be returned to
it. ICG will, however, require Confidentiality Agreements from its own employees
and from contractors ICG reasonably believes will come in contact with
confidential material.
N. ENTIRE AGREEMENT: This writing contains the entire agreement of the Parties.
No representations were made or relied upon by either Patty, other than those
expressly set forth. Furthermore, the Company understands that ICG makes no
guarantees, assurances or representations in regard to the results of its
services. No agent, employee or other representative of either Party is
empowered to alter any terms, unless done in wilting and signed by an executive
officer of the respective Parties.
- -------------- ----------------
CLIENT 8. ICG
<PAGE>
O. CONTROLLING LAW AND VENUE: This agreement's validity, interpretation and
performance shall be controlled under the laws of the State of Georgia.
P. SEPARABILITY: If one or inure of the provisions of this agreement shall be
held invalid, illegal, or unenforceable in any respect, sack provision, to the
extent invalid, illegal, or unenforceable, and provided that such provisions is
not essential to the transaction provided for by this agreement, shall not
affect any other provision hereof, and the agreement shall be construed as if
such provision had never been contained herein.
Q. ARBITRATION: Any controversy or claim arising out of or relating to the
agreement or the breach thereof, shall be settled by arbitration in accordance
with commercial arbitration rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
R. PREVAILING PARTY: In the event of the institution of any legal proceedings or
litigation, at the trial level or appellate level, with regard to this
agreement, the prevailing Party shall be entitled to receive from the
non-prevailing Parry all costs, reasonable attorney fees and expenses.
S. FAILURE TO OBJECT NOT A WAIVER: The failure of either Party to this agreement
to object to, or to take affirmative action with respect to any conduct of the
other which is in violation of the terms of the agreement shall not be construed
as a waiver of the violation or breach, or of any future violation, breach or
wrongful conduct.
T. NOTICES: All notices or other documents under this agreement shall be in
writing and delivered personally or mailed by certified mail or overnight
service, postage prepaid and addressed to the representative or company as
follows:
- -------------- ----------------
CLIENT 9. ICG
<PAGE>
The Investor Communication Group, Inc. AND Coronado Industries, Inc.
I730 Mt. Vernon Road 16929 East Enterprise Drive
Suite C Suite 202
Atlanta, Georgia 30075 Fountain Hills, Arizona 85268
Telephone: (770) 351-9700 Telephone: (602) 837-6810
U. HEADINGS: Headings in this agreement are for convenience only and shall not
be used to interpret or construe its provisions.
V. MISCELLANEOUS:
1. EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date ICG
is prepared to distribute letters and/or Corporate Overviews pursuant to the
agreement.
2. CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
3. MULTIPLE COUNTERPARTS: This agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
4. SIGNATURES; All Parties agree that signatures sent by facsimile
transmission are legally binding and acceptable by each Party.
EXECUTED this 25th day of November, 1997.
The Investor Communications Group. Inc. Coronado Industries, Inc.
By /s/ Tony R. Golden By /s/ Gary R. Smith
-------------------------- -----------------------
Tony R. Golden, CEO Gary R. Smith, CEO/PRES
EXHIBIT 5
November 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Coronado Industries, Inc. - Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Coronado Industries, Inc., a Nevada corporation
(the "Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 relating to the
registration of 60,000 shares of its Common Stock, $.001 par value (the
"Shares"), issuable pursuant to the Company's Compensation Plan (the "Plan").
In that connection, we have examined such documents, corporate records and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation and the Bylaws of the
Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Nevada.
2. The Shares, when issued and sold in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Michael K. Hair, P.C.
By: /s/ Michael K. Hair
---------------------------------
Michael K. Hair, President
EXHIBIT 24.1
[LETTERHEAD OF SEMPLE & COOPER, LLP]
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Form S-8 registration statement filed on
November 25, 1997, of our report dated May 27, 1997, included in Coronado
Industries, Inc.'s Form 10-KSB for the year ended December 31, 1996, and to all
references to our Firm included in this registration statement.
/s/ SEMPLE & COOPER, LLP
Phoenix, Arizona
November 25, 1997
