As filed with the U.S. Securities and Exchange Commission on July 24, 1996
Securities and Exchange Commission
Washington D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File No. 0-19015
ICIS MANAGEMENT GROUP, INC.
(Formerly Alter Sales Co., Inc.)
FLORIDA 59-0791065
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
5050 N. Federal Highway, Lighthouse Point, FL 33064
(address of principal executive office) (zip code)
Issuer's telephone number: (305) 426-3400
Agent for Service at above address: James W. Nearen, President
Approximate date of commencement of proposed sale to Public: July 24, 1996
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ---------------------------------------------------------------------------------------------
Title of Securities Amount of Shares Proposed Maximum Proposed Maximum Amount
Securities to be to be Registered Offering Price Per Maximum of Fee
Registered Per Share(1) Aggregate Offering
Price(1)
<S> <C> <C> <C> <C>
$.004 par value
Common Stock 3,000,000 $.25 $625,000 $258.62(1)
TOTALS 3,000,000 $625,000 $258.62(2)
- ---------------------------------------------------------------------------------------------
Total No. of Pages: 19 Exhibit Index on Page: 10
</TABLE>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to Rule 457(g) under the Securities Act of 1933 and is
calculated on the basis of the highest price at which the warrants described
herein may be exercised.
(2) The expenses associated with this registration statement include the
registration fees, bank wire fees, fees payable to Nasdaq of $.01 per share or
$7500 maximum and negligible costs of mailing.
<PAGE>
ICIS MANAGEMENT GROUP, INC.
3,000,000 SHARES OF COMMON STOCK
PROSPECTUS
PART I
Item 1. Forepart.
The issuer, ICIS Management Group, Inc., 5050 N. Federal Highway,
Lighthouse Point, Florida, 33064, telephone number (954) 426-3400 intends by
this registration statement to register 3,000,000 shares of its $.004 par value
common stock to be issued upon the exercise of certain convertible rights,
warrants or options. None of the securities that are being registered hereby are
being offered by selling security holders.
The Risk Factors attendant to this offering may be found at page 3 hereof.
In accordance with Item 501 of Regulation SB [17 CFR ss.228.501], please
note the following:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The following table is presented in accordance with Item 501 of Regulation
SB [17 CFR ss.228.501]:
- --------------------------------------------------------------------------------
Price to public Underwriting Discounts Proceeds to
and commissions issuer
Common stock $.25(1) -0- $750,000(2)
- --------------------------------------------------------------------------------
(1) The securities being registered are for issuance to holders of certain
convertible rights, warrants or options and, thus, will not be distributed
generally to the public. The registrant is conducting this issue and no
underwriter has been retained in connection herewith.
(2) The expenses of this offering are limited to the registration fees with the
Securities and Exchange Commission and the Nasdaq Stock Market, Inc. in addition
to negligible administrative costs.
The date of this prospectus is July 24, 1996.
Page 1
<PAGE>
Item 2. Supplemental Information for Investors.
ICIS Management Group, Inc. is a reporting company that trades on The
Nasdaq Stock Market Inc.'s electronic quotation system for Small Cap(TM)
companies under the symbol "ICIS".
This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act, as amended, and does not contain all
of the information set forth in the Registration Statement, certain portions of
which have been omitted pursuant to the rules and regulations promulgated by the
U.S. Securities and Exchange Commission (the "Commission") under the Securities
Act. The statements in this Prospectus as to the contents of any contracts or
other documents filed as an exhibit to either the Registration Statement or
other filings by the Company with the Commission are qualified in their entirety
by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to the following: ICIS
Management Group, Inc., 5050 N. Federal Highway, Lighthouse Point, FL 33064.
The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements, and other information filed by the Company under the Exchange Act
may be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, DC 20549. Copies may be
obtained at the prescribed rates. The Company files reports electronically and,
thus, copies of filings may be obtained from the Commission's Web site at
http://www.sec.gov. In addition, the Common Stock is quoted on the automated
quotation system maintained by the National Association of Securities Dealers,
Inc. ("NASD"); thus, copies of these reports, proxy statements, information
statements, and other information filed by the Company may also be inspected at
the offices of the NASD at 1735 K. Street, NW, Washington, DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of the Company since the date hereof.
Page 2
<PAGE>
Item 3. Risk Factors
The following matters should be considered before investing in any
securities described in this prospectus:
1. Operations Not Profitable. The Company and its principal
subsidiaries who report financial results on a consolidated basis has reported
losses during each of the last six fiscal quarters and, therefore, must be
considered speculative. The Company incorporates herein by his reference its
Form 10-KSB for the period ended December 31, 1995 and its Form 10-QSB for the
period ended March 31, 1996.
2. Lack of Cash Dividends. The Company has paid no cash dividends on
its Common Shares to date. Any future dividends, of which there can be no
assurance, will be directly dependent upon earnings of the Company, its
financial requirements and other factors.
3. Additional Working Capital May be Needed. As of the date of this
memorandum, management believes that the Company has sufficient working capital
to meet its present liabilities. Although the company does not feel that
additional capital will be necessary it cannot warrant that sufficient capital
exists to meet its needs in the future should the Company fail to produce
sufficient revenues.
4. Competition. Both Sunshine Auto Parts Distributors, Inc. and
Sunshine Auto Replicas, Inc. are engaged in industries in which there is a high
degree of competition. In many instances (particularly within the automobile
parts business), competitors are larger and better funded and therefore enjoy a
significant price advantage.
5. Lack of Underwriter - No Commitment to Purchase Shares. The
securities are being offered by the Company through its officers and directors.
No broker or dealer has been retained as an underwriter and no broker or dealer
is under any obligation to purchase any securities. In addition, the officers
and directors of the Company collectively have limited experience in the offer
and sale of securities on behalf of the Company. Consequently, there is no
assurance that the Company is capable of selling all, or any, of the securities
offered. In addition, no entity, including any broke, dealer or the Company, has
an obligation to purchase any of the securities offered.
6. Use of Proceeds Not Specific. The proceeds of this offering have
been allocated only generally. Proceeds from the offering have been allocated
generally to administrative expenses and working capital. Accordingly, investors
will entrust their funds with management in whose judgment investors may depend,
with only limited information about managements specific intentions with respect
to a significant amount of the proceeds of this offering.
Page 3
<PAGE>
Item 4. Use of Proceeds
All of the proceeds generated from the exercise of any warrants or options
by Holders or Employees will be used entirely for working capital.
Item 5. Determination of Offering Price
The offering price has been determined based upon the exercise price on the
warrants or options held by the Holders or Employees.
Item 6. Dilution.
Pursuant to Item 506 of Regulation SB [17 CFR 228.506], no information is
required to be reported hereunder.
Item 7. Selling Security Holders.
Pursuant to Item 507 of Regulation SB [17 CFR 228.507], no information is
required to be reported hereunder.
Item 8. Plan of Distribution.
The securities offered hereunder are being offered and sold by the issuer
and are no being offered or sold through an underwriter, broker or dealer.
Therefore, there are no underwriter discounts, fees or compensation associated
with this offering.
Item 9. Description of Securities to be Registered.
Each common share currently outstanding is fully paid and non assessable,
and is entitled to one vote per share on all matters submitted for action by
shareholders. All common shares are equal to each other with respect to the
election of directors and cumulative voting is not permitted; therefore, the
holders of more than 50% of the outstanding common shares can, if they choose to
do so, elect all directors. The terms of the directors are not staggered.
Directors are elected annually to serve until the next annual meeting of
shareholders or until their successors are elected and qualified. There are no
preemptive rights to purchase any additional shares of common or other
securities of registrant. In the event of liquidation or dissolution, holders of
common shares are entitled to receive pro rata, the remaining assets after
creditors and holders of any class of stock having liquidation rights senior to
holders of common shares have been paid in full. Reference is made to the
description of common shares prepared in compliance with Item 202 of Regulation
S-K in the Prospectus filed in the U.S. Securities and Exchange Commission as
part of registrant's initial public offering.
Page 4
<PAGE>
Item 10. Interests of Named Experts and Counsel
James W. Nearen assisted in the preparation of this Prospectus and the
Registration Statement and has given an opinion on the validity of the
securities being registered. Mr. Nearen is a director and a shareholder of the
Company. The Company has waived any conflicts of interest that might exist as a
result of the opinion rendered in regards to this offering statement. Mr. Nearen
also qualifies as an expert pursuant to Item 509 of Regulation SB [17 CFR
ss.228.509]. Mr. Nearen serves in the capacity of the issuers president, chief
executive officer and as a member of the board of directors. As a result, Mr.
Nearen will benefit directly and indirectly from this offering and should not be
considered independent.
Item 11. Material Changes.
There have been no material changes in the company's affairs since the
filing of the Company's annual report on Form 10-KSB for the period ended
December 31, 1996 on or about April 15, 1996 as modified by the information
contained in the Company's quarterly report on Form 10-QSB for the period ended
March 31, 1996. These reports are incorporated herein by this reference.
Item 12. Incorporation of Certain Information by Reference
The Company hereby incorporates by reference (i) all periodic reports filed
on Forms 10-KSB, 10-QSB, 8-K; (ii) any and all other reports filed pursuant to
the requirements of Section 13 of the Exchange Act.; (iii) the description of
the common stock registered hereby contained in the registration statement on
Form S-8 on file with the Commission including any amendments or reports filed
for the purpose of updating the description; and (iv) its annual report , if
any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to the following: ICIS
Management Group, Inc., 5050 N. Federal Highway, Lighthouse Point, FL 33064;
Telephone 305-426-3400.
Item 13. Commission's Position on Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company, the
Company has
Page 5
<PAGE>
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
PART II
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of this offering are as follows:
Registration fee $260.00
EDGAR filing fee $240.00
D-Tec filing fee $160.00
Wire fees $ 40.00
Nasdaq fees payable upon issuance $.01 per share ($7500 max.)
Legal fees -0-
Item 15. Indemnification of Officers and Directors
Pursuant to Florida Statute, Chapter 607.0850, the Company may indemnify
officers and directors from costs, expenses, judgments, awards and similar
liabilities arising by virtue of the individuals serving as an officer or
director of the Company. Generally, this statute provides that the Company is
allowed to indemnify any person 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 otherwise (other than
action by or in right of corporation) by reason of fact that he or she was a
director, officer, employee, or agent of corporation or serving another
corporation at request of corporation, against expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement, actually and reasonably
incurred by him if he acted in good faith and in manner he reasonably believed
to be in or not opposed to best interests of corporation and, with respect to
criminal action or proceeding, had no reasonably cause to believe his conduct
unlawful.
Item 16. Exhibits.
The following exhibits required by Item 601 of Regulation S-B are filed as
part of this registration statement and are specifically incorporated herein by
reference:
Exhibit No. Title
----------- -----
1. Not Applicable
2. Not Applicable
4. Instruments defining the rights of holders (Samples)
Page 6
<PAGE>
5. Opinion of James W. Nearen regarding legality of the
securities registered.
8. Not Applicable
15. Not applicable.
23. Consent of James W. Nearen to include legal opinion.
24. Not applicable.
25. Not applicable.
26. Not applicable.
27. Financial Data Schedule
(filed as separate EDGAR document)
28. Not applicable.
99. Not applicable.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
is asserted by any officer, director, or controlling person in connection with
the securities being registered (other than the payment by registrant of
expenses incurred or paid by a director, officer, or controlling person in the
successful defense of any action, suit or proceeding), registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of competent jurisdiction the question of whether such
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
Registrant further undertakes:
(1) To file during any period in which offers or sales are being made, a
post effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after the
effective date hereof (or the most recent post effective amendment hereof)
which, individually, or in the aggregate, represents a fundamental change in the
information set forth in this registration statement; and
Page 7
<PAGE>
(iii) include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement:
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post effective amendment is
incorporated by reference in any periodic report filed by the Company.
(2) For the purpose of determining any liability under the Security Act,
each post effective amendment to the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) To deliver or cause to be delivered with the prospectus, to each person
to whom they prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished to and
meeting the requirements of Rule 14a-3 or Rule 14e-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"); and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
Registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of registrant's annual report
pursuant to Section 13(a) of the Exchange Act (and where appropriate, 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.
Page 8
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act, the registrant
certifies that it has read the Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereon duly authorized
in the City of Lighthouse Point, FL on the 24th day of July, 1996.
ICIS MANAGEMENT GROUP, INC.
By: /s/ James W. Nearen
-------------------------------------------------------
James W. Nearen, President and Chief Executive Officer
Dated: July 24, 1996
Pursuant to the requirements of the 1933 Act, this registration statement
or amendment has been signed by the following persons in the capacities and on
the dates indicated:
/s/ James W. Nearen
- -------------------------
James W. Nearen Director July 24, 1996
/s/ Tim T. Hammer
- -------------------------
Tim T. Hammer Director July 24, 1996
/s/ Donald E. Kessler
- -------------------------
Donald E. Kessler Director July 24, 1996
Page 9
<PAGE>
FORM S-3 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated by
reference herein.
Exhibit No. in
Registration Statement Description Numbered Pages
- ---------------------- ----------- --------------
4. Instruments defining the
rights of holders (Samples) 11
5. Opinion of counsel 12
24. Consent to Use Opinion 13
Page 10
EXHIBIT 4
INSTRUMENTS DETERMINING THE RIGHTS OF HOLDERS
(SAMPLES)
Page 11
<PAGE>
WARRANT CERTIFICATE NO. _____
ICIS MANAGEMENT GROUP, INC.
ICIS Management Group, Inc. does hereby grant to ____________ or assigns,
the irrevocable right to purchase _________ shares of the authorized, validly
issued, fully paid and non assessable common stock of ICIS Management Group,
Inc. (the "Company"), $.004 par value per share, at a price of ____________
($0.00 US) per share, subject to the terms and conditions set forth herein, upon
surrender hereof at the offices of the Company, together with full payment for
the shares being purchased and accompanied at the time of each exercise by such
executed documents as the Company may reasonably require to ensure that the
common stock be issued upon such exercise will be issued in compliance with
applicable federal and state securities laws. Unless this certificate is so
surrendered, the rights granted hereby shall be void and the certificate of no
value. If the purchase rights granted hereby are exercised in part, upon
surrender the Company will amend this certificate and reissue a certificate to
the holder which represents the remainder of the warrants not yet converted. The
shares of common stock underlying this warrant shall be promptly registered by
the Company with the Securities and Exchange Commission on the registration
statement next filed by the Company or within thirty (30) days of notice of
intent to convert the warrants given by the holder of this certificate.
The warrants represented hereby are convertible in whole or in part by
________________, its successors or assigns, as the case may be, from time to
time during the conversion period. The conversion period is the period of ____
years commencing on __________, 199__ and expiring on March 31, 2000. This
certificate is transferable on the books of the Company when properly endorsed
and when accompanied by an opinion of counsel satisfactory to the Company to the
effect that registration of the warrants under applicable securities laws is not
required. The holder of this certificate shall not have any of the rights of a
stockholder in the Company by virtue of being such holder unless and until the
warrants are converted.
Effective Date:
Corporate Seal ICIS Management Group, Inc.
----------------------------------
James W. Nearen
President
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE OFFERED, SOLD OROTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS
OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
<PAGE>
OPTION CERTIFICATE NO. _____
ICIS MANAGEMENT GROUP, INC.
Options for the Purchase of Common Stock
This is to certify that ____________ or its assigns has been granted non
qualified stock options ("Options") which entitle it to subscribe on the form
attached hereto for ___________ authorized, validly issued, fully paid and non
assessable common stock of ICIS Management Group, Inc. (the "Company"), $.004
par value per share, at a price per share of twenty five cents ($.25), subject
to the terms and conditions set forth herein, upon surrender hereof at the
offices of the Company during the exercise period defined below, together with
full payment for the shares being purchased and accompanied at the time of each
exercise by such executed documents as the Company may reasonably require to
ensure that the common stock be issued upon such exercise will be issued in
compliance with applicable federal and state securities laws. Unless this
certificate is so surrendered, the Options granted hereby shall be void and the
certificate of no value. If exercised in part, upon surrender the Company will
amend the option certificate and reissue a certificate to the option holder
which represents the remainder of the options not yet exercised. The shares of
common stock underlying this Option shall be promptly registered by the Company
with the Securities and Exchange Commission on the registration statement next
filed by the Company or within thirty (30) days of notice of intent to exercise
the Options given by the holder of this certificate.
The Options represented hereby are exercisable in whole or in part by
________________, its successors or assigns, as the case may be, from time to
time during the exercise period. The exercise period is the period of five years
commencing on December 1, 1995 and expiring on March 31, 2000. This certificate
is transferable on the books of the Company when properly endorsed and when
accompanied by an opinion of counsel satisfactory to the Company to the effect
that registration of the options under applicable securities laws is not
required. The holder of this certificate shall not have any of the rights of a
stockholder in the Company by virtue of being such holder unless and until the
Options are exercised.
Effective Date:
Attest: ICIS Management Group, Inc.
- -------------------------- ----------------------------------
James W. Nearen
President
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS
OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 5
OPINION OF COUNSEL
Page 12
<PAGE>
JAMES W. NEAREN
Attorney at Law
Licensed Only in Colorado
July 24, 1996
Board of Directors
ICIS Management Group, Inc.
5050 N. Federal Highway
Lighthouse Pt., FL 33064
Re: July 24, 1996 Form S-3 Registration Statement
Dear Sirs,
I have acted as special federal securities counsel for ICIS Management
Group, Inc. (the "Company"), a Florida corporation, in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the " Securities
Act"), of a registration statement on Form S-3 (the "Registration Statement"),
relating to the offer and sale of 3,000,000 shares of common stock (the "Common
Stock") upon conversion of certain rights, warrants or options held by certain
individuals and entities.
As special securities counsel for the Company, I am familiar with the
Company's corporate charter, by-laws, minute book and other corporate records.
Thus, I am familiar with the Company's corporate powers, franchises and other
rights under which it carries on its business. For the purpose of the opinions
expressed hereinbelow, I have examined, among other things, the Registration
Statement to be filed in regards to the above offering, minutes of meetings of
the board of directors, and documents related thereto.
I have supervised proceedings taken in connection with the authorization,
execution and delivery by the Company of the Registration Statement and, as
contemplated thereby, the authorization and issuance of the shares of Common
Stock to be issued thereunder.
In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of all such corporate records (including the aforesaid documents) and all such
other instruments, documents and certificates of public officials, officers and
representatives of the Company and of other persons and have made such
investigations of law as I have considered necessary or appropriate as a basis
for my opinions. My opinions are qualified in all respects by the scope of my
document examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements, and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
In rendering this opinion, I have assumed, without independently verifying
such assumptions, and this opinion is based and conditioned upon the following:
(i) the genuineness of the signatures on and the enforceability of all
instruments, documents and agreements examined by me; the authenticity of all
documents furnished for my examination as originals and the conformity to
original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date recited therein and that execution and
delivery was duly authorized on the part of the parties thereto; (iii) each of
the foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such certificates, instruments, and documents being legal, valid and
5050 N. Federal Highway, Lighthouse Point, FL 33064
Office 954-426-0806 Fax 954-426-5311
<PAGE>
Correspondence to ICIS Management Group, Inc.
July 24, 1996
Page 2
binding obligations of such parties; (iv) the truth and accuracy of
representations and statements made in the document furnished to me for my
review; (v) the truth and accuracy as to matters of law contained in documents
received from the State of Florida; and (vi) the Company will be operated in
accordance with the terms of its charter documents and the laws of the State of
Florida and the terms of the instruments or documents referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Florida, the
jurisdiction of its incorporation;
2. The terms and provisions of the Common Stock conform to the descriptions
thereof contained in the Registration Statement, and the forms of certificates
used to evidence the stock are in due and proper form and no stockholder is
entitled to any preemptive rights to subscribe to or purchase any of the Common
Stock.
3. The issuance and the sale of the shares of Common Stock in this offering
have been duly and validly authorized and upon delivery to the shareholders will
have been duly authorized, validly issued, fully paid for and non assessable.
4. Based upon my knowledge as president of the Company, there are no suits,
proceedings or actions known to me which are threatened or pending against the
Company in any court or before or by any governmental body which might
materially and adversely affect the business of the Company, its condition
(financial or otherwise), business operations, income, properties or business
prospects, except as set forth in the Company's annual report on Form 10-KSB for
the fiscal year ended December 31, 1995 as filed with the Commission.
5. No consent, approval, order or authorization of any regulatory board,
agency, or instrumentality having jurisdiction over the Company or its
properties (other than registration under the Securities Act or qualification
under state securities or Blue Sky laws or clearance from the NASD) is required
for the valid authorization, issuance and delivery of the stock or, if required,
has been obtained and is in full force and effect.
I am admitted to practice before the State of Colorado and certain federal
courts only. I am not admitted to practice in Florida, the state of the
principal place of business of the Company, or in any other jurisdiction, other
than Colorado, in which the Company may own property or transact business. My
opinions herein are with respect to federal law only and, to the extent my
opinions are derived from laws of other jurisdictions, are based upon an
examination of relevant authorities and the documents referenced herein and are
believed to be correct and I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. No opinion is
expressed upon any conflict of law issues. My opinions are qualified to the
extent that enforcement of rights and remedies are subject to bankruptcy,
insolvency, fraudulent conveyance, moratorium, and other laws of general
application or equitable principles affecting the rights and remedies of
creditors and security holders and to the extent that the availability of the
remedy of specific enforcement or of injunctive relief is subject to the
discretion of the court before which any proceeding thereof may be brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
5050 N. Federal Highway, Lighthouse Point, FL 33064
Office 954-426-0806 Fax 954-426-5311
<PAGE>
Correspondence to ICIS Management Group, Inc.
July 24, 1996
Page 3
This opinion is furnished by me to you as special federal securities
counsel for the Company and it is solely for your benefit. I have advised you of
the conflict of interest that may exist by virtue of my position as an officer
and director of the Company and you have waived any such conflict and agreed to
indemnify me from any claim arising therefrom. This opinion is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any other
purpose, other than as set forth in my consent to the use of the same in the
Registration Statement.
Very truly yours,
/s/ James W. Nearen
-------------------
James W. Nearen
5050 N. Federal Highway, Lighthouse Point, FL 33064
Office 954-426-0806 Fax 954-426-5311
EXHIBIT 24.
CONSENT TO USE OF OPINION
Page 13
<PAGE>
JAMES W. NEAREN
Attorney at Law
July 24, 1996
Board of Directors
ICIS Management Group, Inc.
5050 N. Federal Highway
Lighthouse Pt., FL 33064
Re: July 24, 1996 Form S-3 Registration Statement
Dear Sirs,
I hereby consent to the use of my opinion issued to you on July 24, 1996
that pertains to the Form S-3 registration statement referenced above. My
opinion is not to be used, circulated, quoted or otherwise referred to in whole
or in part for any other purpose, other than as set forth in this consent to the
use of the same in the Registration Statement.
Very truly yours,
/s/ James W. Nearen
-------------------------
James W. Nearen
5050 N. Federal Highway, Lighthouse Point, FL 33064
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE CONSOLIDATED
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SUCH QUARTERLY REPORT ON FORM 10-Q.
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0
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