As filed with the U.S. Securities and Exchange Commission
November 25, 1996
Registration No. 0-19851
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Cash Can Incorporated
(Exact name of registrant as specified in its charter)
Nevada 58-2201633
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification no.)
CASH CAN INCORPORATED 1996 EMPLOYEE CONSULTANT AND ADVISOR
STOCK COMPENSATION PLAN
(Full title of Plan)
2321 Noriega Street, San Francisco, California
(Address of Principal Executive Offices, including ZIP Code)
Arthur E. Juhl 2321 Noriega Street, San Francisco, CA 94122
(Name and address of agent for service)
415-564-4770
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of Amount maximum Maximum Registration
Securities to be offering Price Aggregate Fee
to be Regist- per Share Offering
Registered ered Price
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,375,000 $0.15 $206,250 $100.00
$0.0001 par
value
</TABLE>
(1)The amount being registered represents an aggregate of 75,000
Shares of Common Stock issuable upon exercise of a like number of
options, which options were issued pursuant to the Plan.
Pursuant to Rule 416(c) promulgated under the Securities Act of
1933, as amended, the Registration Statement also covers an
indeterminate amount of Shares to be offered or sold as a result
of any adjustments from stock splits, stock dividends or similar
events.
<PAGE>
PART 1. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The information required by Part I is included in documents
sent or given to participants on the Cash Can Incorporated 1996
Employee, Consultant and Advisor Stock Compensation Plan,
pursuant to Rule 428 (b)(1).
Item 2. Registrants Information and Employee Plan Annual
Information
Participants in the Cash Can Incorporated 1996 Employee,
Consultant and Advisor Stock Compensation Plan, are entitled to
the documents incorporated by reference in Item 3. of PART II,
without charge, upon written or oral request. Such request
should be directed to Cash Can Incorporate, 2321 Noriega Street,
San Francisco, CA 94122. The telephone number is (415) 564-4770.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the information requirements of
the Securities Exchange Act of 1934 and, in accordance therewith,
files reports with the Securities and Exchange Commission (the
"Commission"). The documents listed below are hereby
incorporated by reference in this Registration Statement on Form
S-8; and 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 be deemed
to be incorporated herein by reference in this Registration
Statement on Form S-8, and shall be a part hereof from the date
of the filing of such documents.
(a) The Registrant's registration statement on Form 10-SB.
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 18,
1991
(c) The description of the Common Stock which is contained in
registration statements filed under the Exchange Act,
including my amendment or report filed for the purpose of
updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
<PAGE>
The validity of the authorization and issuance of the Common
Stock issuable upon exercise of the Cash Can Incorporated 1996
Employee Consultants and Advisors Stock Compensation Plan options
will be passed upon by F. Thomas Eck, III, Attorney at Law.
Item 6. Indemnification of Directors and Officer
Section A of the XI General Corporation Law empowers a
Delaware corporation to indemnify any person who is, or is
threatened to be made a party to any threatened, pending or
completed action, suit or preceding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
mother corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees,
judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to my criminal action or
proceeding, had no reasonable to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgement, order, settlement, conviction, or upon a plea on note
contenders or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
my criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
Section B General Corporation Law states that a corporation
may indemnify any person who was or is a party or is threatened
to made a party to my threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgement
in its favor by reason of the fact that he is or was a director,
officer, employee or agent 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 expense, including
amounts paid in settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation.
Indemnification may not be made for my claim, issue or matter m
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems
proper.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
<PAGE>
4.1 Certificate of Incorporation of the Registrant (1)
4.2 Amendment to Certificate of Incorporation of the Registrant
(1)
4.3 By-laws, as amended, of the Registrant (1)
4.4 Meryl Hauser Consulting Agreement
4.5 Eye Caught the Moment, LLC Consulting Agreement
4.6 Bill Zupner Consulting Agreeemnt
4.7 Philip M. Fox Consulting Agreement
4.8 Coast Pacific Financial Inc. Consulting Agreement
4.9 Philip M. Fox consulting Agreement
5.0 Opinion of F. Thomas Eck III, Attorney at Law
23.1 Consent of F. Thomas Eck III, Attorney at Law (included in
Exhibit 5)
23.2 Consent of Edward Turney, independent accountants.
(1) Previously filed with the Commission as an Exhibit to the
Registrant's Registration Statement on Form 10-SB as
amended, File No.0-19851 which was originally filed with the
Commission March 18, 1991.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes to file during
any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to
include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement.
2. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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. 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement related
to the securities offered therein, and the offering of such
securities at such time shall be deemed to be the initial bona
fide offering thereof.
5. 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
<PAGE>
foregoing provisions, or otherwise, the Registrant has been
advised 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 my 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 whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 San Francisco, State of California on the seventh day of
November, 1996.
Cash Can Incorporated
(Registrant)
By: /s/Arthur E. Juhl/
Arthur E. Juhl, President
By: /s/Peter P. Balles/
Peter P. Balles, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Date: November 7, 1996
/s/Arthur E. Juhl
Arthur E. Juhl, Director
/s/Peter P. Balles/
Peter P. Balles, Director
<PAGE>
EXHIBITS
EXHIBIT 4.4
CONSULTING AGREEMENT
This Agreement is effective as of, 1996, by and between CASH
CAN INCORPORATED, a Delaware Corporation (the "Company"), and
Meryl Hauser, (the "Consultant").
The Company desires to retain the Consultant to provide
advice on possible joint venture opportunities and financing
alternatives as it relates to the ongoing business interests of
the Company and the Consultant agrees to such engagement upon the
terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent
contractor and not as an employee, to provide advice to and
consult with the Company's management concerning expansion of the
Company's business.
b. Consultant acknowledges that he is not an officer, director,
or agent of the Company, that he is not and will not be
responsible for any management decisions on behalf of the Company
and that he may not commit the Company to my action. Any and all
arrangements or agreements that Consultant may negotiate for the
Company will be subject to acceptance by the Company, to be
evidenced by execution by an authorized officer, or the Company.
Consultant represents that he does not have, through stock
ownership or otherwise, the power to control the Company nor to
exercise any dominating influence over its management.
C. The Consultant shall devote such of his time and effort to
the duties hereunder and shall use his best efforts to fulfil
obligations hereunder; however, the Company acknowledges that the
Consultant is engage in other business activities and that such
activities will continue during the term of this Agreement.
2. TERM
This Agreement shall continue for a term of three months
from the effective date hereof. Consultant's employment
hereunder may be terminated during the term of this Agreement
under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable
to perform his duties hereunder on a full time basis for one full
monthly, and within 10 days after written notice of termination
is given shall not have returned to the performance of his duties
hereunder, the Company may terminate Consultant's employment
hereunder.
b. Termination with Notice: After an initial non-cancellation
period of 30 days from the date of "Effective Registration",
referred to in Clause 4, the Company or the Consultant may
terminate this Agreement at my time upon 30 days notice, provided
that the Consultant agrees
<PAGE>
to return to the Company a pro rata portion of the compensation
issued to him trader paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company
shall grant to the Consultant up to 50,000 common shares of the
Company (the "Shares"), based on performance on specific projects
as assigned by the Company and agreed to by the Consultant. The
Shares shall be issued to the Consultant from time to time and by
mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of
Directors of the Company, adopted on November 7, 1996, and
incorporated herein.
c. The Company agrees to cause certificates for any shares
issued hereunder to be delivered to the Consultant. Certificates
are to be registered under a Form S-8 registration statement, as
express in paragraph 4 hereunder.
4. REGISTRATION
a. Upon signing this agreement, shares underlying the options
shall be immediately registered on Form S8. Such registration to
be duly filed ("Effective Registration") within 10 days of the
date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agree that he is an independent
contractor and not an
employee of the Company. As such, Consultant acknowledges that
he is responsible for all self employment and other taxes payable
to any federal, state or local authority and any other
obligations or liabilities arising from his engagement and
compensation hereunder, including my liabilities which might
arise under Section 16 of the Securities Exchange Act of 1934
("1934 Act") due to Consultant receipt of the Shares pursuant to
this Agreement The Consultant is also responsible for making or
amending any filings required under Section 13 or 16 of the 1934
Act.
The undersigned hereby acknowledges receipt of an executed
original of this Consulting Agreement and accepts the terms and
conditions hereof.
By: /s/Arthur E. Juhl Date: November 7, 1996
By: President/CEO By: /s/Meryl Hauser/
Title Consultant
<PAGE>
EXHIBIT 4.5
CONSULTING AGREEMENT
This Agreement is effective as of, 1996, by and between CASH
CAN INCORPORATED, a Delaware Corporation (the "Company"), and Eye
Caught the Moment, LLC, (the "Consultant").
The Company desires to retain the Consultant to provide
advice on possible joint venture opportunities and financing
alternatives as it relates to the ongoing business interests of
the Company and the Consultant agrees to such engagement upon the
terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent
contractor and not as an employee, to provide advice to and
consult with the Company's management concerning expansion of the
Company's business.
b. Consultant acknowledges that he is not an officer, director,
or agent of the Company, that he is not and will not be
responsible for any management decisions on behalf of the Company
and that he may not commit the Company to my action. Any and all
arrangements or agreements that Consultant may negotiate for the
Company will be subject to acceptance by the Company, to be
evidenced by execution by an authorized officer, or the Company.
Consultant represents that he does not have, through stock
ownership or otherwise, the power to control the Company nor to
exercise any dominating influence over its management.
C. The Consultant shall devote such of his time and effort to
the duties hereunder and shall use his best efforts to fulfil
obligations hereunder; however, the Company acknowledges that the
Consultant is engage in other business activities and that such
activities will continue during the term of this Agreement.
2. TERM
This Agreement shall continue for a term of three months
from the effective date hereof. Consultant's employment
hereunder may be terminated during the term of this Agreement
under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable
to perform his duties hereunder on a full time basis for one full
monthly, and within 10 days after written notice of termination
is given shall not have returned to the performance of his duties
hereunder, the Company may terminate Consultant's employment
hereunder.
b. Termination with Notice: After an initial non-cancellation
period of 30 days from the date of "Effective Registration",
referred to in Clause 4, the Company or the Consultant may
terminate this Agreement at my time upon 30 days notice, provided
that the Consultant agrees
<PAGE>
to return to the Company a pro rata portion of the compensation
issued to him trader paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company
shall grant to the Consultant up to 100,000 common shares of the
Company (the "Shares"), based on performance on specific projects
as assigned by the Company and agreed to by the Consultant. The
Shares shall be issued to the Consultant from time to time and by
mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of
Directors of the Company, adopted on November 7, 1996, and
incorporated herein.
c. The Company agrees to cause certificates for any shares
issued hereunder to be delivered to the Consultant. Certificates
are to be registered under a Form S-8 registration statement, as
express in paragraph 4 hereunder.
4. REGISTRATION
a. Upon signing this agreement, shares underlying the options
shall be immediately registered on Form S8. Such registration to
be duly filed ("Effective Registration") within 10 days of the
date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agree that he is an independent
contractor and not an
employee of the Company. As such, Consultant acknowledges that
he is responsible for all self employment and other taxes payable
to any federal, state or local authority and any other
obligations or liabilities arising from his engagement and
compensation hereunder, including my liabilities which might
arise under Section 16 of the Securities Exchange Act of 1934
("1934 Act") due to Consultant receipt of the Shares pursuant to
this Agreement The Consultant is also responsible for making or
amending any filings required under Section 13 or 16 of the 1934
Act.
The undersigned hereby acknowledges receipt of an executed
original of this Consulting Agreement and accepts the terms and
conditions hereof.
By: /s/Arthur E. Juhl Date: November 7, 1996
By: President/CEO By: /s/Eye Caught the Moment, LLC/
Title /s/ A Roberts/President/
Consultant
<PAGE>
EXHIBIT 4.6
CONSULTING AGREEMENT
This Agreement is effective as of, 1996, by and between CASH
CAN INCORPORATED, a Delaware Corporation (the "Company"), and
Bill Zupner, (the "Consultant").
The Company desires to retain the Consultant to provide
advice on possible joint venture opportunities and financing
alternatives as it relates to the ongoing business interests of
the Company and the Consultant agrees to such engagement upon the
terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent
contractor and not as an employee, to provide advice to and
consult with the Company's management concerning expansion of the
Company's business.
b. Consultant acknowledges that he is not an officer, director,
or agent of the Company, that he is not and will not be
responsible for any management decisions on behalf of the Company
and that he may not commit the Company to my action. Any and all
arrangements or agreements that Consultant may negotiate for the
Company will be subject to acceptance by the Company, to be
evidenced by execution by an authorized officer, or the Company.
Consultant represents that he does not have, through stock
ownership or otherwise, the power to control the Company nor to
exercise any dominating influence over its management.
C. The Consultant shall devote such of his time and effort to
the duties hereunder and shall use his best efforts to fulfil
obligations hereunder; however, the Company acknowledges that the
Consultant is engage in other business activities and that such
activities will continue during the term of this Agreement.
2. TERM
This Agreement shall continue for a term of three months
from the effective date hereof. Consultant's employment
hereunder may be terminated during the term of this Agreement
under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable
to perform his duties hereunder on a full time basis for one full
monthly, and within 10 days after written notice of termination
is given shall not have returned to the performance of his duties
hereunder, the Company may terminate Consultant's employment
hereunder.
b. Termination with Notice: After an initial non-cancellation
period of 30 days from the date of "Effective Registration",
referred to in Clause 4, the Company or the Consultant may
terminate this Agreement at my time upon 30 days notice, provided
that the Consultant agrees
<PAGE>
to return to the Company a pro rata portion of the compensation
issued to him trader paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company
shall grant to the Consultant up to 112,500 common shares of the
Company (the "Shares"), based on performance on specific projects
as assigned by the Company and agreed to by the Consultant. The
Shares shall be issued to the Consultant from time to time and by
mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of
Directors of the Company, adopted on November 7, 1996, and
incorporated herein.
c. The Company agrees to cause certificates for any shares
issued hereunder to be delivered to the Consultant. Certificates
are to be registered under a Form S-8 registration statement, as
express in paragraph 4 hereunder.
4. REGISTRATION
a. Upon signing this agreement, shares underlying the options
shall be immediately registered on Form S8. Such registration to
be duly filed ("Effective Registration") within 10 days of the
date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agree that he is an independent
contractor and not an
employee of the Company. As such, Consultant acknowledges that
he is responsible for all self employment and other taxes payable
to any federal, state or local authority and any other
obligations or liabilities arising from his engagement and
compensation hereunder, including my liabilities which might
arise under Section 16 of the Securities Exchange Act of 1934
("1934 Act") due to Consultant receipt of the Shares pursuant to
this Agreement The Consultant is also responsible for making or
amending any filings required under Section 13 or 16 of the 1934
Act.
The undersigned hereby acknowledges receipt of an executed
original of this Consulting Agreement and accepts the terms and
conditions hereof.
By: /s/Arthur E. Juhl Date: November 7, 1996
By: President/CEO By: /s/Bill Zupner/
Title Consultant
<PAGE>
EXHIBIT 4.7
CONSULTING AGREEMENT
This Agreement is effective as of, 1996, by and between CASH
CAN INCORPORATED, a Delaware Corporation (the "Company"), and
Philip M. Fox, (the "Consultant").
The Company desires to retain the Consultant to provide
advice on possible joint venture opportunities and financing
alternatives as it relates to the ongoing business interests of
the Company and the Consultant agrees to such engagement upon the
terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent
contractor and not as an employee, to provide advice to and
consult with the Company's management concerning expansion of the
Company's business.
b. Consultant acknowledges that he is not an officer, director,
or agent of the Company, that he is not and will not be
responsible for any management decisions on behalf of the Company
and that he may not commit the Company to my action. Any and all
arrangements or agreements that Consultant may negotiate for the
Company will be subject to acceptance by the Company, to be
evidenced by execution by an authorized officer, or the Company.
Consultant represents that he does not have, through stock
ownership or otherwise, the power to control the Company nor to
exercise any dominating influence over its management.
C. The Consultant shall devote such of his time and effort to
the duties hereunder and shall use his best efforts to fulfil
obligations hereunder; however, the Company acknowledges that the
Consultant is engage in other business activities and that such
activities will continue during the term of this Agreement.
2. TERM
This Agreement shall continue for a term of three months
from the effective date hereof. Consultant's employment
hereunder may be terminated during the term of this Agreement
under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable
to perform his duties hereunder on a full time basis for one full
monthly, and within 10 days after written notice of termination
is given shall not have returned to the performance of his duties
hereunder, the Company may terminate Consultant's employment
hereunder.
b. Termination with Notice: After an initial non-cancellation
period of 30 days from the date of "Effective Registration",
referred to in Clause 4, the Company or the Consultant may
terminate this Agreement at my time upon 30 days notice, provided
that the Consultant agrees
<PAGE>
to return to the Company a pro rata portion of the compensation
issued to him trader paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company
shall grant to the Consultant up to 500,000 common shares of the
Company (the "Shares"), based on performance on specific projects
as assigned by the Company and agreed to by the Consultant. The
Shares shall be issued to the Consultant from time to time and by
mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of
Directors of the Company, adopted on November 7, 1996, and
incorporated herein.
c. The Company agrees to cause certificates for any shares
issued hereunder to be delivered to the Consultant. Certificates
are to be registered under a Form S-8 registration statement, as
express in paragraph 4 hereunder.
4. REGISTRATION
a. Upon signing this agreement, shares underlying the options
shall be immediately registered on Form S8. Such registration to
be duly filed ("Effective Registration") within 10 days of the
date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agree that he is an independent
contractor and not an
employee of the Company. As such, Consultant acknowledges that
he is responsible for all self employment and other taxes payable
to any federal, state or local authority and any other
obligations or liabilities arising from his engagement and
compensation hereunder, including my liabilities which might
arise under Section 16 of the Securities Exchange Act of 1934
("1934 Act") due to Consultant receipt of the Shares pursuant to
this Agreement The Consultant is also responsible for making or
amending any filings required under Section 13 or 16 of the 1934
Act.
The undersigned hereby acknowledges receipt of an executed
original of this Consulting Agreement and accepts the terms and
conditions hereof.
By: /s/Arthur E. Juhl Date: November 7, 1996
By: President/CEO By: /Philip M. Fox/
Title Consultant
<PAGE>
EXHIBIT 4.8
CONSULTING AGREEMENT
This Agreement is effective as of, 1996, by and between CASH
CAN INCORPORATED, a Delaware Corporation (the "Company"), and
Coast Pacific Financial Inc., (the "Consultant").
The Company desires to retain the Consultant to provide
advice on possible joint venture opportunities and financing
alternatives as it relates to the ongoing business interests of
the Company and the Consultant agrees to such engagement upon the
terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent
contractor and not as an employee, to provide advice to and
consult with the Company's management concerning expansion of the
Company's business.
b. Consultant acknowledges that he is not an officer, director,
or agent of the Company, that he is not and will not be
responsible for any management decisions on behalf of the Company
and that he may not commit the Company to my action. Any and all
arrangements or agreements that Consultant may negotiate for the
Company will be subject to acceptance by the Company, to be
evidenced by execution by an authorized officer, or the Company.
Consultant represents that he does not have, through stock
ownership or otherwise, the power to control the Company nor to
exercise any dominating influence over its management.
C. The Consultant shall devote such of his time and effort to
the duties hereunder and shall use his best efforts to fulfil
obligations hereunder; however, the Company acknowledges that the
Consultant is engage in other business activities and that such
activities will continue during the term of this Agreement.
2. TERM
This Agreement shall continue for a term of three months
from the effective date hereof. Consultant's employment
hereunder may be terminated during the term of this Agreement
under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable
to perform his duties hereunder on a full time basis for one full
monthly, and within 10 days after written notice of termination
is given shall not have returned to the performance of his duties
hereunder, the Company may terminate Consultant's employment
hereunder.
b. Termination with Notice: After an initial non-cancellation
period of 30 days from the date of "Effective Registration",
referred to in Clause 4, the Company or the Consultant may
terminate this Agreement at my time upon 30 days notice, provided
that the Consultant agrees
<PAGE>
to return to the Company a pro rata portion of the compensation
issued to him trader paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company
shall grant to the Consultant up to 500,000 common shares of the
Company (the "Shares"), based on performance on specific projects
as assigned by the Company and agreed to by the Consultant. The
Shares shall be issued to the Consultant from time to time and by
mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of
Directors of the Company, adopted on November 7, 1996, and
incorporated herein.
c. The Company agrees to cause certificates for any shares
issued hereunder to be delivered to the Consultant. Certificates
are to be registered under a Form S-8 registration statement, as
express in paragraph 4 hereunder.
4. REGISTRATION
a. Upon signing this agreement, shares underlying the options
shall be immediately registered on Form S8. Such registration to
be duly filed ("Effective Registration") within 10 days of the
date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agree that he is an independent
contractor and not an
employee of the Company. As such, Consultant acknowledges that
he is responsible for all self employment and other taxes payable
to any federal, state or local authority and any other
obligations or liabilities arising from his engagement and
compensation hereunder, including my liabilities which might
arise under Section 16 of the Securities Exchange Act of 1934
("1934 Act") due to Consultant receipt of the Shares pursuant to
this Agreement The Consultant is also responsible for making or
amending any filings required under Section 13 or 16 of the 1934
Act.
The undersigned hereby acknowledges receipt of an executed
original of this Consulting Agreement and accepts the terms and
conditions hereof.
By: /s/Arthur E. Juhl Date: November 7, 1996
By: President/CEO By: /s/Toni Oei/ President
Title President, Coast
Pacific Financial
Consultant
<PAGE>
EXHIBIT 4.9
CONSULTING AGREEMENT
This Agreement is effective as of, 1996, by and between CASH
CAN INCORPORATED, a Delaware Corporation (the "Company"), and
Philip M. Fox, (the "Consultant").
The Company desires to retain the Consultant to provide
advice on possible joint venture opportunities and financing
alternatives as it relates to the ongoing business interests of
the Company and the Consultant agrees to such engagement upon the
terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent
contractor and not as an employee, to provide advice to and
consult with the Company's management concerning expansion of the
Company's business.
b. Consultant acknowledges that he is not an officer, director,
or agent of the Company, that he is not and will not be
responsible for any management decisions on behalf of the Company
and that he may not commit the Company to my action. Any and all
arrangements or agreements that Consultant may negotiate for the
Company will be subject to acceptance by the Company, to be
evidenced by execution by an authorized officer, or the Company.
Consultant represents that he does not have, through stock
ownership or otherwise, the power to control the Company nor to
exercise any dominating influence over its management.
C. The Consultant shall devote such of his time and effort to
the duties hereunder and shall use his best efforts to fulfil
obligations hereunder; however, the Company acknowledges that the
Consultant is engage in other business activities and that such
activities will continue during the term of this Agreement.
2. TERM
This Agreement shall continue for a term of three months
from the effective date hereof. Consultant's employment
hereunder may be terminated during the term of this Agreement
under the following circumstances:
a. Disability: If, as a result of Consultant's incapacity due
to physical or mental illness, Consultant shall have been unable
to perform his duties hereunder on a full time basis for one full
monthly, and within 10 days after written notice of termination
is given shall not have returned to the performance of his duties
hereunder, the Company may terminate Consultant's employment
hereunder.
b. Termination with Notice: After an initial non-cancellation
period of 30 days from the date of "Effective Registration",
referred to in Clause 4, the Company or the Consultant may
terminate this Agreement at my time upon 30 days notice, provided
that the Consultant agrees
<PAGE>
to return to the Company a pro rata portion of the compensation
issued to him trader paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company
shall grant to the Consultant up to 112,500 common shares of the
Company (the "Shares"), based on performance on specific projects
as assigned by the Company and agreed to by the Consultant. The
Shares shall be issued to the Consultant from time to time and by
mutual agreement that specific goals and objectives have been
satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of
Directors of the Company, adopted on November 7, 1996, and
incorporated herein.
c. The Company agrees to cause certificates for any shares
issued hereunder to be delivered to the Consultant. Certificates
are to be registered under a Form S-8 registration statement, as
express in paragraph 4 hereunder.
4. REGISTRATION
a. Upon signing this agreement, shares underlying the options
shall be immediately registered on Form S8. Such registration to
be duly filed ("Effective Registration") within 10 days of the
date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agree that he is an independent
contractor and not an
employee of the Company. As such, Consultant acknowledges that
he is responsible for all self employment and other taxes payable
to any federal, state or local authority and any other
obligations or liabilities arising from his engagement and
compensation hereunder, including my liabilities which might
arise under Section 16 of the Securities Exchange Act of 1934
("1934 Act") due to Consultant receipt of the Shares pursuant to
this Agreement The Consultant is also responsible for making or
amending any filings required under Section 13 or 16 of the 1934
Act.
The undersigned hereby acknowledges receipt of an executed
original of this Consulting Agreement and accepts the terms and
conditions hereof.
By: /s/Arthur E. Juhl Date: November 7, 1996
By: President/CEO By: /s/Philip M. Fox/
Title Consultant
<PAGE>
Exhibit 5.0
Letter head of: F. Thomas Eck, III
November 19, 1996
Mr. Arthur Juhl
President
Cash Can, Inc.
20 19 Noriega Street
San Francisco, California 94122
Re: S-8 Registration
Dear Mr. Juhl:
This opinion is given in connection with the registration of the
securities and exchange commission of 1,375,000 shares of common
stock which have been authorized pursuant to the company's 1996
Employee Consultant and Advisors Stock Compensation Plan
described in the Registration Statement (the "Plan"). The stock
is being registered pursuant to a requirement of Section 5 of the
Securities Act of 1933, as amended (the "Act") pursuant to a
registration statement on Form S-8 filed with the Washington,
D.C. office of the United States Securities and Exchange
Commission (the "Registration Statement").
FACTS AND HISTORY
In rendering this opinion, the undersigned has acted as Counsel
of the Company only in connection with the preparation of Form
S-8 Registration Statement pursuant to which the shares were
registered, and in so acting, examined the originals and copies
of corporate instruments, certificates and other documents of the
Company and interviewed representatives of the Company to the
extent deemed necessary in order to form the basis for the
opinion hereinafter set forth. Among the documents examined are
the Company's Articles of Incorporation, By-Laws, Minutes of
Shareholders and Board of Directors Meetings, Corporate Journals,
Contracts, Financial Statements, former Legal Opinions, current
Shareholder List and certain other corporate and financial
documents dating from
<PAGE>
Mr. Arthur Juhl
November 19, 1996
Page 2
the Company's inception to the present. Based upon my review of
the documents and information, the following facts are set forth:
1. The Company was incorporated under the laws of the State of
Delaware March 18, 1991. Thereafter on Amended and Restated
Certificate of Incorporation was filed April 22, 1993 amending
the name of the corporation from Market Investments, Inc. to Cash
Can, Inc. and authorizing 30,000,000 shares of common stock at a
par value of $.0001 per share and 1,000,000 shares of preferred
stock at $.001 par value per share.
2. 18,192,734 shares of the Company's common stock is
outstanding and issued as of September 30, 1996.
3. On November 7, 1996, the Company adopted the "1996 Employee,
Consultant and Advisors Stock Compensation Plan authorizing the
issuance of 1,375,000 shares for the purpose of compensating
employees, officers and consultants or advisors who have
contributed to the Company in the past and who are expected to
contribute to the Company's future growth and success in the
future. The Plan further provided that the shares issued
pursuant to the Plan may be registered on Form S-8.
4. The Company is current in its reporting having filed its
Form 10-QSB for the period ending September 30, 1996 on November
19, 1996.
THE LAW
A Form S-8 Registration may be utilized by a reporting company to
register securities to be offered to its employees pursuant to
any written option purchase, savings, bonus, profit sharing,
thrift, incentive, pension or similar plan or a written
compensation contract.
A definition of "Employee" includes employees, directors,
officers, consultants or advisors provided they render services
not in connection with an offer or sale of securities in a
capital raising transaction.
OPINION
Based upon subject to the foregoing, we are of the opinion that
the shares pursuant to this plan have been duly and validly
authorized for issuance under the agreement, and
<PAGE>
Mr. Arthur Juhl
November 19, 1996
Page 3
the shares when issued, are fully paid and nonassessable and that
there will be no personal liability to the owners thereof
This law firm consents to the use of this opinion in connection
with the Company's S-8 Registration Statement and the inclusion
of this opinion as an Exhibit thereto.
SCOPE OF OPINION
This opinion is expressly based upon the facts stated herein and
may not be relied upon in the event that other facts not
presently known to the undersigned may come to light.
Opinion of letters of counsel are not binding upon the SEC or the
Courts. To the extent that persons relying on this letter may
have knowledge of facts or circumstances which are contrary to
those upon which this opinion is based, then this opinion is not
applicable and should not be relied upon.
The various statutory provisions and interpretations thereunder
by administrative authorities in Courts having jurisdiction over
such matters on which the foregoing opinion is based are
necessarily subject to change from time to time. The opinions
and conclusions expressed herein are based upon the facts as
previously stated which have been provided to the undersigned by
the Company and for which the undersigned assumes no
responsibility.
In giving consent to the utilization of this opinion in the
registration statement, the undersigned does not admit that be is
included within the category of person whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations promulgated thereunder,
Sincerely yours
/s/F. Thomas Eck, III/
F. Thomas Eck, III
<PAGE>
Exhibit 23.1
Letterhead of F. Thomas Eck, III
November 19, 1996
Mr. Arthur Juhl
President
Cash Can, Inc.
2319 Noriega Street
San Francisco, California 94122
Re: Cash Can Incorporated - Consent
Dear Mr. Juhl
This firm hereby consents to the use of its name in the
registration statement on
Tom S-8 as filed with the Washington, D.C. office of the United
States Security
Commission on November 20, 1996 or as soon thereafter as
reasonably practicable.
Sincerely yours
/s/F. Thomas Eck, III
F. Thomas Eck, III
<PAGE>
EXHIBIT 23.2
Letterhead of Turner Stone & Company
Independent Auditors' Consent
The board of Directors and
Stockholders of Cash Can Incorporated
We consent to the incorporation by reference in this Form S-8
Registration Statement of Cash Can Incorporated of our report
dated August 9, 1996 appearing in and incorporated by reference
in the Annual Report on Form 10-KSB of Cash Can Incorporated for
the year ended December 31, 1995.
We also consent to the reference of our Firm under the caption
"Expert" in such Registration Statement.
/s/Turner, Stone & Company, L.L.P./
Turner, Stone & Company, L.L.P.
Certified Public Accountants
Dallas, Texas
November 20, 1996
