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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNISTONE, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 87-0398535
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
(801) 262-8844
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
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(Full Title of the Plan)
Travis T. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
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(Name and Address of Agent for Service)
(801) 262-8844
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit Offering Price Fee
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$0.001 par
value common
voting stock 500,000 $0.001 $500 $0.14
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<PAGE>
PART I
Item 1. Plan Information.
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Plan.
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A copy of the Consultant Compensation Agreement No. 1 (the "Plan") is
attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
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Copies of the Plan, 10-KSB Annual Report of the Registrant for the
fiscal year ended December 31, 1998, all 10-QSB Quarterly Reports, any Current
Reports and/or proxy or information statements filed with the Securities and
Exchange Commission (the "Commission") during the past twelve months have been
provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any such
participant or person purchasing any of the securities registered hereby copies
of all of such documentation. Requests should be directed to Travis T. Jenson,
President, at the address and telephone appearing on the Cover Page of this
Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site: www.sec.gov.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year ended
December 31, 1998, filed with the Commission on or about May 24,
1999;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") for the
past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 also be
deemed to be incorporated by reference into this Registration Statement and made
a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
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<PAGE>
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock (50,000,000 shares
authorized). The Registrant has no other class of securities.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares of
common stock are entitled to one vote on all matters; there are no pre-emptive
rights and cumulative voting is not allowed. The common stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Registrant, the holders of common stock are entitled to share
equally in corporate assets after satisfaction of all liabilities, as fixed by
the Board of Directors of the Registrant.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no shares of common stock of the Registrant and is
not deemed to be an affiliate of the Registrant or a person associated with an
affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Subsection (b) (7) of Section 102 of the Delaware General Corporation
Law ("the "DGCL") enables a corporation in its original certificate of
incorporation or amendment thereto to eliminate or limit the personal liability
of a director to the corporation or its stockholders for monetary damages for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction for which a director
derived an improper personal benefit.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with that action, suit or proceeding provided that the
director or officer acted in good faith 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 , provided further that the director or
officer has no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person acted in any of the capacities
<PAGE>
set forth above, against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of the action
or suit provided that the director or officer acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which the director or officer shall have adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which the action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
of the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for the expenses which the Court of Chancery or
other court shall deem proper.
Section 145 further provides that (i) to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; and (ii) indemnification and advancement of expenses
provided for, by, or granted pursuant to, Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla McReynolds,
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Response Letters
Participant Letter
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (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 (the
<PAGE>
"1933 Act");
(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; and
(iii) To include any additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under the
1933 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.
(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) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 1933 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 date
or dates appearing opposite the respective signatures hereto.
REGISTRANT:
Date: 10-26-99 By /S/ TRAVIS T. JENSON
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Travis T. Jenson, President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Date: 10-26-99 By /S/ TRAVIS T. JENSON
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Travis T. Jenson, President and Director
Date: 10-26-99 By /S/ WILLIAM HOLLINGSWORTH
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William Hollingsworth, Vice President and
Director
Date: 10-26-99 By /S/ JAMES P. DOOLIN
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James P. Doolin, Secretary, Treasurer and
Director
<PAGE>
Securities and Exchange Commission File No. 0-18317
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNISTONE, INC.
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla McReynolds,
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Response Letters
Participant Letter
(Letterhead of Branden T. Burningham, Esq.)
October 26, 1999
Unistone, Inc.
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Unistone, Inc., a Delaware corporation
Board of Directors:
As counsel for Unistone, Inc., a Delaware corporation (the "Company"),
and in connection with the issuance of 500,000 shares of the Company's $0.001
par value common stock (the "Securities") to four individual consultants (the
"Consultants") pursuant to a written compensation agreement, a copy of which is
incorporated herein by reference ("Consultant Compensation Agreement No. 1" [the
"Plan"]), I have been asked to render an opinion as to the legality of these
Securities, which are to be covered by a Registration Statement to be filed by
the Company on Form S-8 of the Securities and Exchange Commission (the
"Commission"), and as to which this opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you which
are in any way related to a "capital raising" transaction may be paid by the
issuance of Securities pursuant to the Plan. In this respect, I am relying on
the written representations of the plan participants, which representations
accompany the Plan.
In connection with rendering my opinion, which is set forth below,
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I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the fiscal year ended December 31, 1998,
filed with the Commission on or about May 24, 1999;
4. 10-QSB Quarterly Reports for the past twelve months;
5. A copy of the Plan;
6. The Unanimous Consent of the Board of Directors adopting the Plan,
designating the name of the Plan and the name, address and telephone number of
the Plan's agent; and
7. Correspondence with the four Consultants regarding the type of
services rendered and to be rendered, and Securities Act Release No. 33-7646,
dated February 25, 1999, and their respective responses to my letter to the
participants.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive officers
and agents of the Company, and have made such investigations as I have deemed
reasonable, necessary or prudent under the circumstances. Also, in rendering
this opinion, I have reviewed various statutes and judicial precedence as I have
deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items relied
upon in rendering this opinion and the documents I have examined with one or
more directors and executive officers of the Company, and in all instances, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity with the original documents of all documents submitted to me as
certified or photostatic copies and the authenticity of the originals of such
copies. I have further assumed that (i) the recipients of these Securities under
the Plan will have paid the consideration required under the terms of the Plan
prior to the issuance of the Securities; (ii) that none of the services
performed by the recipients shall be related to "capital raising" transactions;
(iii) the Securities will not constitute more than 10% of the total issued and
outstanding shares of common stock of the Company.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Delaware General Corporation Law.
This opinion is expressly limited in scope to the Securities described
herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
<PAGE>
amendment to the above referenced Registration Statement, which will be required
to include a revised or a new opinion concerning the legality of the Securities
to be issued.
Further, this opinion is limited to the corporate laws of the State of
Delaware and the securities laws, rules and regulations of the United States,
and I express no opinion with respect to the laws of any other jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion is
not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/S/ BRANDEN T. BURNINGHAM
(Letterhead of Branden T. Burningham, Esq.)
October 26, 1999
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Unistone, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 0-18317, to be filed on or
about October 27, 1999, covering the registration
and issuance of 500,000 shares of common stock to four
individual consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/S/ BRANDEN T. BURNINGHAM
[Letterhead of Mantyla McReynolds]
October 26, 1999
United States Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Unistone, Inc., a Delaware corporation (the
"Registrant"), SEC File No. 0-18317, to be filed on or
about October 27, 1999, covering the registration
and issuance of 500,000 shares of common stock to four
individual consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended
December 31, 1998, dated January 29, 1999, in the above-referenced Registration
Statement. We also consent to the use of our name as experts in such
Registration Statement.
Sincerely,
/s/ Mantyla McReynolds
MANTYLA MCREYNOLDS
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
25th day of October, 1999, among Unistone, Inc., a Delaware corporation
("Unistone"); and the following individuals who have executed and delivered this
Plan by the execution and delivery of the Counterpart Signature Pages which are
designated as Exhibits "A" through "D" hereof: Travis T. Jenson; William
Hollingsworth; James P. Doolin; and Leonard W. Burningham, Esq.
(collectively, the "Consultants").
WHEREAS, the Board of Directors of Unistone has adopted a written
compensation agreement for compensation of four individual Consultants who are
natural persons; and
WHEREAS, Unistone has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request
<PAGE>
and subject to the approval of the management of Unistone; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages and
exhibits thereto; and
WHEREAS, Unistone and the Consultants intend that this Plan and
the services performed hereunder shall be made, requested and performed in such
a manner that this Plan shall be a "written compensation agreement" as defined
in Rule 405 of the Securities and Exchange Commission ("Commission") pursuant to
which Unistone may issue "freely tradeable" shares (except as may be limited by
"affiliate" status) of its common stock as payment for services rendered
pursuant to an S-8 Registration Statement to be filed with the Commission by
Unistone;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Unistone hereby employs the Consultants and the
consultants hereby accept such employment, and have and will perform the
services requested by management of Unistone to its satisfaction during the term
hereof. The services performed by the Consultants hereunder have been and will
be personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants, except those persons normally employed by the consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. Regardless of the Consultants' status as
"employees" under Rule 405 of the Commission, all services rendered by the
Consultants hereunder have been rendered as independent contractors, and the
Consultants shall be liable for any FICA taxes, withholding or other similar
taxes or charges, and the Consultants shall indemnify and hold Unistone harmless
therefrom; it is understood and agreed that the value of all such items has been
taken into account by the Consultants in computing the billable rate for the
services the Consultants have rendered and agreed to render to Unistone.
1.3 Term. All services performed at the request of Unistone by the
Consultants shall have been performed within 120 days from the date hereof, at
which time this Plan shall terminate, unless otherwise provided herein;
provided, however, this Plan may be extended for an additional 120 day period by
written agreement of Unistone and any of the Consultants.
1.4 Payment. Unistone and the Consultants agree that Unistone shall
pay the invoices of the Consultants for the services performed under this Plan
by the issuance of shares of its common stock at a price of $0.001 per share;
provided, however, such shares of common stock shall be issued pursuant to and
shall be subject to the filing and effectiveness of a Registration Statement on
Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the services
performed by the Consultants hereunder, each of the Consultants shall provide
Unistone with a written invoice detailing the services duly performed. Such
invoice shall be paid by Unistone in accordance with Section 1.4 above, subject
to (i) the satisfaction of the management of Unistone that the
<PAGE>
services have been performed, and to the extent performed, that the performance
was in a satisfactory manner. The submission of an invoice for the services
performed by each of the Consultants shall be deemed to be a subscription by the
respective Consultants to purchase shares of common stock of Unistone at the
price outlined in Section 1.4 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares with
the Commission.
1.6 Common Stock Price. To the extent deemed required or necessary and
for all purposes of this Plan, the Consultants shall have an "option" covering
such shares of common stock at the per share price set forth in paragraph 1.4
above during the term hereof; the Consultants assume the risk of any decrease in
the per share price or value of the shares of common stock of Unistone that may
be issued by Unistone for services performed by the Consultants hereunder, and
the Consultants agree that any such decrease shall in no way affect the rights,
obligations or duties of the Consultants hereunder.
1.7 Limitation on Services. None of the services rendered by the
Consultants and paid for by the issuance of shares of common stock of Unistone
shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for services
actually performed by the respective Consultants, and duly verified to the
satisfaction of Unistone, and subject to the filing and effectiveness of a
Registration Statement on Form S-8 of the Commission covering such shares, one
or more stock certificates representing such shares shall be delivered to the
respective Consultants at the addresses listed on the Counterpart Signature
Pages, unless another address shall be provided to Unistone in writing prior to
the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and Price Per
Share. Unistone and the Consultants agree that the per share price of shares of
common stock that may be issued by Unistone to the Consultants for services
performed under this Plan has been arbitrarily set by Unistone; however, in the
event Unistone shall undergo a merger, consolidation, reorganization, or
recapitalization other, declare a stock dividend of its shares of common stock
or cause to be implemented a forward or reverse stock split which affects the
present number of issued and outstanding shares of common stock of Unistone
prior to the issuance of shares to the Consultants, that the per share price and
the number of shares issuable to the Consultants for services actually rendered
hereunder after such event shall be appropriately adjusted to reflect any such
event.
1.10 Effective Date. The Effective Date of the Plan for each of the
Consultants shall be the date set forth on the respective Counterpart Signature
Pages.
1.11 Conditions. The Plan is subject to the following conditions,
to-wit:
(b) The number of shares of common stock to be issued under the Plan
shall in no event exceed 10% of the total issued and outstanding shares of
common stock of the Company.
Section 2
Representations and Warranties of Unistone
Unistone represents and warrants to, and covenants with, the
<PAGE>
Consultants as follows:
2.1 Corporate Status. Unistone is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Unistone has duly
adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant to
which Unistone may issue "freely tradeable" shares of its common stock as
payment for services rendered, subject to the filing and effectiveness of an S-8
Registration Statement to be filed with the Commission by Unistone.
2.3 Registration Statement on Form S-8. Unistone shall engage the
services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock to
be issued under the Plan; shall cooperate with such professional in every manner
whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading, and which
Registration Statement shall become effective immediately upon its filing; such
Registration Statement shall be prepared at the sole cost and expense of
Unistone; and Unistone will provide to the Consultants prior to the issuance and
delivery of any such shares of common stock a copy of such Registration
Statement, the Compensation Plan adopted by its Board of Directors, all
quarterly, annual or current reports or other documents incorporated by
reference into such Registration Statement and any other similar reports filed
or publicly disseminated following the effective date of any such Registration
Statement.
2.4 Federal and State Securities Laws, Rules and Regulations. Unistone
shall fully comply with any and all federal or state securities laws, rules and
regulations governing the issuance of any such shares of common stock.
2.5 Limitation on Services. Unistone shall not request the Consultants
to perform any services in connection with any "capital raising" transaction
under this Plan.
2.6 Reports With the Commission. Unistone is required to file reports
with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Unistone has or will file with the
Commission all reports required to be filed by it forthwith, and shall continue
to file such reports with the Commission so long as required, but for a period
of not less than one year; and such reports are or will be true and correct in
every material respect.
2.7 Corporate Authority and Due Authorization. Unistone has full
corporate power and authority to enter into this Plan and to carry out its
obligations hereunder. Execution of this Plan and performance by Unistone
hereunder have been duly authorized by all requisite corporate action on the
part of Unistone, and this Plan constitutes a valid and binding obligation of
Unistone and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments of
Unistone.
<PAGE>
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Unistone as follows:
3.1 Employment. Each of the Consultants hereby accepts employment by
Unistone for the services performed pursuant to this Agreement. The services
performed by the Consultants hereunder have been personally rendered by the
Consultants, and no one acting for or on behalf of the Consultants.
3.2 Accredited Investors. Each of the Consultants represents and
warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Unistone, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of the
total investment of services; further, they are "accredited investors" as that
term is defined under the 1933 Act or the rules and regulations promulgated
thereunder.
3.3 Suitability of Investment. Prior to the execution of this Plan,
each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Unistone, and the Consultants, singly,
or through the advice of a competent professional, fully believe that an
investment in shares of common stock of Unistone is a suitable investment for
the Consultants.
3.4 Limitation on Services. None of the services rendered by the
Consultants and paid for by the issuance of shares of common stock of Unistone
shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has full
power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants hereunder
constitutes a valid and binding obligation of the Consultants and performance
hereunder will not violate any other agreement to which any of the Consultants
is a party.
Section 4
Indemnity
Unistone and the Consultants agree to indemnify and hold the other
harmless for any loss or damage resulting from any misstatement of a material
fact or omission to state a material fact by the other contained herein or
contained in the S-8 Registration Statement of Unistone to be filed hereunder,
to the extent that any misstatement or omission contained in the Registration
Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may be
terminated (1) by mutual consent of Unistone and the respective Consultants in
writing; (2) by either the Directors of Unistone or the respective Consultants
if there has been a material misrepresentation or material breach
<PAGE>
of any warranty or covenant by the other party; and (3) shall automatically
terminate at the expiration of the term hereof, provided, however, all
representations and warranties shall survive the termination hereof; provided,
further, however, that any obligation of Unistone to pay for any services
actually rendered by the Consultants hereunder shall survive any such
termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to carry out the
intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class registered or certified mail, return receipt requested,
as follows:
If to Unistone: 5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Unistone nor the Consultants can assign any
rights, duties or obligations under this Plan, and in the event of any such
assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective the
day and year first above written.
Unistone, INC.
By /S/ TRAVIS T. JENSON
---------------------------
Travis T. Jenson, President and Director
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Leonard W. Burningham, Esq.
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 10/27/99 /S/ LEONARD W. BURNINGHAM
------ ---------------------
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
<PAGE>
EXHIBIT A-1
October 26, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Unistone, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company:
Legal Services, to include:
Consultation with auditors.
Communication with former officers and directors. Review of
all Annual and Quarterly SEC filings, to include: 12/31/98
KSB, 3/31/99 QSB, 6/30/99 QSB, 9/30/98 and 1999 QSB. Review of
all disclosure associated with reverse split, to include:
letter to beneficial shareholders, letter to shareholders,
preliminary and definitive information statements.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/ LEONARD W. BURNINGHAM
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
William Hollingsworth
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 10-26-99 /S/ WILLIAM HOLLINGSWORTH
------ ---------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
<PAGE>
EXHIBIT "B-1"
October 26, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Unistone Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company from July 1996 to present:
Traveled to Salt Lake from Idaho for Board of Directors meetings.
Prepared and filed documentation relating to reverse split.
Maintained correspondence with transfer agent.
Assisted in shareholder correspondence.
Reviewed historical records relating to bankruptcy.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/ WILLIAM HOLLINGSWORTH
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
James P. Doolin
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 10/26/99 /S/ JAMES P. DOOLIN
------ -------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit C-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
<PAGE>
EXHIBIT "C-1"
October 26, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock of
Unistone, Inc., a Delaware corporation (the "Company"), to be registered on
Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company from September 1998 to present:
Prepared all Annual and Quarterly SEC filings, to include: 12/31/98
KSB, 3/31/99 QSB, 6/30/99 QSB, 9/30/98 and 1999 QSB.
Maintained the corporations books and records.
Communicated with auditor to assist in the preparation of audited
financials.
Correspondence with CUSIP Service Bureau.
Maintained correspondence with the Company's Officers and Board of
Directors.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/S/ JAMES P. DOOLIN
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Unistone, Inc. and the undersigned
Consultant is executed as of the date set forth herein below.
Consultant:
Travis T. Jenson
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
Date: 10/26/99 /S/ TRAVIS T. JENSON
------ --------------------
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit D-1 attached hereto and incorporated
herein by reference as will be set forth in invoices 125,000
to Unistone as payment of the option price $125
<PAGE>
EXHIBIT "D-1"
October 26, 1999
Branden T. Burningham
455 East Fifth South, Suite 205
Salt Lake City, UT 84111
Via Facsimile
Re: Services qualifying for issuance of compensatory shares of common stock
of Unistone, Inc., a Delaware corporation (the "Company"),
to be registered on Form S-8 of the Securities and Exchange Commission.
Dear Mr. Burningham:
As per your request, the following is a list of services I rendered while
serving as a consultant to the Company from April 1996 to present:
Prepared and mailed letter to beneficial holders and letters to
stockholders. Prepared Company's preliminary and definitive information
statement on Form 14C. Prepared all unaudited financials for quarterly
reports. Facilitated all corporate correspondence. Ensured all taxes
were kept current.
I further acknowledge that I have received your letter dated October 26,
1999, and the Memorandum accompanying it, and that none of the services
described above was rendered in connection with any "capital raising"
transaction or the direct or indirect promotion or maintenance of a market for
the Company's securities.
Please let me know if I can be of further assistance.
Respectfully,
/s/ TRAVIS T. JENSON
<PAGE>
October 26, 1999
Leonard W. Burningham, Esq.
William Hollingsworth
Travis T. Jenson
James P. Doolin
Via Facsimile
Re: Issuance of compensatory shares of common stock of
Unistone, Inc., a Delaware corporation (the "Company"), to
each of you, as consultants or employees, to be
registered on Form S-8 of the Securities and Exchange
Commission
Gentlemen:
I represent the Company and have been engaged to prepare a
Registration Statement on Form S-8 of the Securities and Exchange Commission for
the registration of the securities to be issued to you under a written
compensation agreement to be prepared by this office.
I have prepared a brief Memorandum of the proposed amendments of the
Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the types of
services you are to render, and please facsimile me a copy your typed comments
(I cannot scan hand written notations for an EDGAR filing), indicating, if
applicable, that these prohibitions do not relate to you or the services you are
to render.
With respect to services, I would like a detailed explanation of all
"non-capital raising" services rendered, including dates, if applicable.
You cannot be paid in securities on an S-8 Registration Statement to
raise funds or promote the stock of the company.
Thank you very much.
Yours very sincerely,
/S/ BRANDEN T. BURNINGHAM
Branden T. Burningham
cc. Unistone, Inc.
