<PAGE> 1
As filed with the Securities and Exchange Commission on May 6, 1997
NO. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________________
NORRIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
______________________________
DELAWARE NONE
(State or other jurisdiction of (I. R. S. Employer Identification No.)
incorporation or organization)
12725 STOWE DRIVE
POWAY, CALIFORNIA 92064
(Address of Principal Executive Office)(Zip Code)
CONSULTANTS' STOCK BONUS
(Full title of the plan)
ELWOOD G. NORRIS
12725 STOWE DRIVE
POWAY, CALIFORNIA 92064
(Name and address of agent for service)
(619) 679-1504
(Telephone number, including area code, of agent for service)
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
TITLE OF SECURITIES TO PROPOSED MAXIMUM PROPOSED MAXIMUM
BE REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
===========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 900,000 $0.38 $342,000 $ 107
===========================================================================================================================
Total Fee $ 107
===========================================================================================================================
</TABLE>
(1) These figures are estimates made solely for the purpose of calculating
the registration fee pursuant to Rule 457(c). The average of the bid
and asked prices for the Common Stock on May 1, 1997, as reported by
NASDAQ, was $0.38.
===============================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of Norris Communications, Inc., a
Delaware corporation (the "Company") previously filed with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-KSB/A for the Company's
fiscal year ended March 31, 1996;
2. Quarterly Reports on Form 10-QSB for the fiscal
quarter ended June 30, 1996;
3. Quarterly Reports on Form 10-QSB for the fiscal
quarter ended September 30, 1996;
4. Quarterly Reports on Form 10-QSB for the fiscal
quarter ended December 31, 1996;
5. Quarterly Reports on Form 10-QSB/A for the fiscal
quarters ended June 30, 1995, September 30, 1995 and December 31, 1995;
6. Current Reports on Form 8-K dated April 8, 1996, April
12, 1996 and August 29, 1996, respectively; and
7. The description of the Company's Common Stock
contained in the Registration Statement on Form 10 filed with the Securities
and Exchange Commission on December 13, 1992 pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), together with all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock, $.001 per share par value and 5,000,000
shares of Preferred Stock, $.001 per share par value. As of April 11, 1997,
there were 23,370,008 shares of Common Stock issued and outstanding. No shares
of Preferred Stock are outstanding.
3
<PAGE> 4
Common Stock
Holders of shares of Common Stock are entitled to one vote per
share on matters to be voted upon by the stockholders of the Company. Holders
of shares of Common Stock do not have cumulative voting rights; therefore, the
holder of more than 50% of the Common Stock will have the ability to elect all
of the Company's directors. Holders of shares of Common Stock will be entitled
to receive dividends when, as and if declared by the Board of Directors and to
share ratably in the assets of the Company legally available for distribution
to its stockholders in the event of the liquidation, dissolution or winding up
of the Company, in each case subject to the rights of the holders of any shares
of Preferred Stock issued by the Company. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights.
Delaware Anti-Takeover Law
The Company will be governed by the provisions of Section 203
of the General Corporation Law of the State of Delaware, an anti-takeover law.
In general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the business combination is approved in the
prescribed manner. "Business combination" includes merger, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article TENTH of the Certificate of Incorporation of the
Company provides:
"TENTH: The corporation shall, to the fullest extent
legally permissible under the provisions of the Delaware
General Corporation Law, as the same may be amended and
supplemented, indemnify and hold harmless any and all persons
whom it shall have power to indemnify under said provisions
from and against any and all liabilities (including expenses)
imposed upon or reasonably incurred by him in connection with
any action, suit or other proceeding in which he may be
involved or with which he may be threatened, or other matters
referred to in or covered by said provisions both as to action
in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person
who has ceased to be a director or officer of the corporation.
Such indemnification provided shall not be deemed exclusive of
any other rights to which those indemnified may be entitled
under any Bylaw, Agreement or Resolution adopted by the
shareholders entitled to vote thereon after notice."
The Company's Bylaws provide that an officer, director,
employee or agent of the
4
<PAGE> 5
Company is entitled to be indemnified for the expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him by reason of
any action, suit or proceeding brought against him by virtue of his acting as
such officer, director, employee or agent, provided he acted in good faith or
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Company has directors and officers liability insurance.
The insurance policy covers liability for claims made against directors and
officers for their wrongful acts involving errors, misstatements, misleading
statements or acts or omissions or neglect or breach of duty, while acting in
their individual or collective capacities for any matter claimed against them
solely by reason of their being directors or officers of the Company. The
coverage includes damages, judgment, settlements and costs of legal actions,
claims or proceedings and appeals therefrom but does not include fines or
penalties imposed by law for matters which may be deemed uninsurable under the
law.
If Delaware law and California law are in conflict with regard
to the Company's power or obligation to indemnify, and the issue were to be
contested in Delaware and/or California, the legal outcome is unpredictable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index appearing at sequentially numbered page 7.
ITEM 9. UNDERTAKINGS.
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 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) That, for the purpose of determining any liability under the
Securities 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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
5
<PAGE> 6
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Higham, McConnell & Dunning.
10.1 Form of Fee Agreement with Mark Drozda.
10.2 Form of Fee Agreement with Robert Oxford.
10.3 Form of Fee Agreement with Kathleen Terry.
10.4 Form of Fee Agreement with Peter Gorrie.
10.5 Form of Fee Agreement with Thorpe, North and Western L.L.P.
10.6 Form of Fee Agreement with James Barnes.
10.7 Form of Fee Agreement with Carol Prior.
10.8 Form of Fee Agreement with Lorne Austring.
10.9 Form of Fee Agreement with Jim Lakdawala
23.1 Consent of Higham, McConnell & Dunning
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young, Independent Chartered Accountants.
</TABLE>
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Poway, State of California on May 2, 1997.
NORRIS COMMUNICATIONS, INC.
By: /s/ Elwood G. Norris
---------------------------------------
Elwood G. Norris, Chairman of the Board
___________________________
POWER OF ATTORNEY
Each person whose signature to this Registration Statement
appears below hereby appoints Elwood G. Norris, Robert Putnam and Alfred H.
Falk, and each of them, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below and to file all amendments and
post-effective amendments to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
___________________________
8
<PAGE> 9
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.
<TABLE>
<CAPTION>
NAME POSITION DATE
----------- -------- ----
<S> <C> <C>
Chairman of the Board, Chief May 2, 1997
Executive Officer and Director
/s/ Elwood G. Norris
------------------------------
Elwood G. Norris
Chief Accounting Officer and May 2, 1997
(principal financial and
/s/ Renee Warden accounting officer)
-----------------------------
Renee Warden
/s/Alfred H. Falk President and Director May 2, 1997
-----------------------------
Alfred H. Falk
/s/ Robert Putnam Director May 2, 1997
-----------------------------
Robert Putnam
/s/ Michael Joe Director May 2, 1997
-----------------------------
Michael Joe
</TABLE>
9
<PAGE> 1
May 5, 1997
NORRIS COMMUNICATIONS, INC.
12725 Stowe Drive
Poway, California 92064
Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by Norris Communications, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission on May 5, 1997 in
connection with the registration under the Securities Act of 1933, as amended,
of 900,000 shares of Common Stock, $.001 par value per share, of the Company
(the "Shares") which the Company has agreed to issue pursuant to the Company's
Consultant Stock Bonus Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar with the
additional proceedings proposed to be taken by the Company in connection with
the authorization and issuance of the Shares pursuant to the Plan as set forth
in the Plan.
Based upon such examination and subject to compliance with applicable state
securities and "blue sky" laws, it is our opinion that the Shares, when issued
pursuant to the provisions of the Plan, will constitute legally issued and
outstanding shares of the Company's Common Stock, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ HIGHAM, McCONNELL & DUNNING
HIGHAM, MCCONNELL & DUNNING
EXHIBIT 5.1
10
<PAGE> 1
Exhibit 10.1
AGREEMENT
This Agreement is made and entered into this 1st day of July, 1996, by and
between Mark Drozda, with his office located at 5920 Beaumont Avenue, La Jolla,
California 92037, San Diego, CA 93130 hereinafter called 'CONSULTANT', and
Norris Communications Corporation with offices located at 12725 Stowe Drive,
Poway, California 92064 and hereinafter called 'CLIENT'.
This agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and CLIENT agree
as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Various marketing and advertising services.
This agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payment to be negotiated on a project by project basis with
payment terms of 30 days upon presentation of invoice by
consultant. Payments may be made by delivery of Common Stock,
valued as of the date of issuance.
3. SCHEDULES OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project by project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
11
<PAGE> 2
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all
previous agreements, written or oral, relating to the subject
herein and no agreement to change the terms and conditions
contained herein shall be binding unless in writing, signed by
a duly authorized representative of each party. In the event
that any one or more of the provisions of this Agreement is
held by a court of competent jurisdiction to be invalid, void
or unenforceable for any reason, the remainder of the
provisions shall remain in force. This provision shall
survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This
provision shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
Norris Communications Corp. /s/ Mark Drozda
-----------------------------
/s/ Kathleen E. Terry, CFO
- -----------------------------
(Title)
12
<PAGE> 1
Exhibit 10.2
AGREEMENT
This Agreement is made and entered into this 1st day of July, 1996, by and
between Robert Oxford, with his office located at 12555 High Bluff Drive, Suite
305, San Diego, CA 93130 hereinafter called 'CONSULTANT', and Norris
Communications Corporation with offices located at 12725 Stowe Drive, Poway,
California 92064 and hereinafter called 'CLIENT'.
This agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and CLIENT agree
as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Various marketing and advertising services.
This agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payment to be negotiated on a project by project basis with
payment terms of 30 days upon presentation of invoice by
consultant. Payments may be made by delivery of Common Stock,
valued as of the date of issuance.
3. SCHEDULES OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project by project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
13
<PAGE> 2
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all
previous agreements, written or oral, relating to the subject
herein and no agreement to change the terms and conditions
contained herein shall be binding unless in writing, signed by
a duly authorized representative of each party. In the event
that any one or more of the provisions of this Agreement is
held by a court of competent jurisdiction to be invalid, void
or unenforceable for any reason, the remainder of the
provisions shall remain in force. This provision shall
survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This
provision shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
Norris Communications Corp. /s/ Robert Oxford
-----------------------------------
/s/ Kathleen E. Terry, CFO
- -----------------------------
(Title)
14
<PAGE> 1
Exhibit 10.3
CONSULTING
AGREEMENT
This Agreement is made and entered into this February 28, 1997, by and between
Kathleen E. Terry hereinafter called "CONSULTANT", and Norris Communications
Inc. with offices located at 12725 Stowe Drive, Poway, California 92064 and
hereinafter called "CLIENT".
This Agreement shall expire on August 31, 1997 unless extended by
written agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and
CLIENT agree as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Consulting services to provide interim financial management
through period of company reorganization.
This Agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payments to be negotiated on a project by project basis.
Payments may be made by delivery of common stock, valued as of
the date of issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project to project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
15
<PAGE> 2
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no agreement to
change the terms and conditions contained herein shall be binding unless in
writing, signed by a duly authorized representative of each party. In the
event that any one or more of the provisions of the Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
NORRIS COMMUNICATIONS INC. /s/ Kathleen E. Terry
-------------------------------------
BY: /s/ Alfred H. Falk, President
-------------------------------
(Title)
16
<PAGE> 1
Exhibit 10.4
CONSULTING AGREEMENT
This Agreement is made and entered into this January 21, 1997, by and between
Peter W. Gorrie hereinafter called "CONSULTANT", adn Norris Communications,
Inc. with offices located at 12725 Stowe Drive, Poway, California 92064 adn
hereinafter called "CLIENT".
This Agreement shall expire on July 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises made
herein, and for other valuable consideration, CONSULTANT and CLIENT agree as
follows:
1. WORK TO BE DONE BY CONSULTANT: CONSULTANT shall perform and CLIENT
shall pay for the following work:
Consulting services to provide interim operational support through
period of company reorganization.
This Agreement shall be part of any purchase order as may be issued by
CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts on the
following dates or at the following intervals (e.g. weekly):
Payment to be negotiated on a project by project basis. Payments may
be made by delivery of common stock, valued as of the date of
issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and completed
according to the following schedule:
Tasks adn dates to be negotiated on a project by project basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all reasonable
expenses incurred while performing the work upon the submission of a
properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services herein as
an independent contractor and shall be in sole control of the manner
in which the work is performed. CLIENT shall provide CONSULTANT with
a work area and any information, documentation adn cooperation
necessary to accomplish the aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing under
this Agreement if prevented from doing so by acts of God or other
unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a right or
remedy hereunder shall not be a waiver thereof. All rights and
remedies are cumulative and may be exercised separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the entire
agreement between the parties adn supersede any and all previous
agreements, written or oral, relating to the subject herein shall be
binding unless in writing, signed by a duly authorized representative
of each party. In the event that
17
<PAGE> 2
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no agreement to
change the terms and conditions contained herein shall be binding unless in
writing, signed by a duly authorized representative of each party. In the
event that any one or more of the provisions of the Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
NORRIS COMMUNICATIONS INC. /s/ Peter W. Gorrie
-------------------------------------
BY: /s/ Alfred H. Falk, President
-------------------------------
(Title)
18
<PAGE> 1
Exhibit 10.5
CONSULTING AGREEMENT
This Agreement is made and entered into this March 1, 1997, by and between
Thorpe, North, Western L.L.P., hereinafter called "CONSULTANT", and Norris
Communications Inc. with offices located at 12725 Stowe Drive, Poway,
California 92064 and hereinafter called "CLIENT".
This Agreement shall expire on June 30, 1997 unless extended by
written agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and
CLIENT agree as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Consulting services for legal matters.
This Agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payments to be negotiated on a project by project basis.
Payments may be made by delivery of common stock, valued as of
the date of issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project to project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
19
<PAGE> 2
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no agreement to
change the terms and conditions contained herein shall be binding unless in
writing, signed by a duly authorized representative of each party. In the
event that any one or more of the provisions of the Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
NORRIS COMMUNICATIONS INC. THORPE, NORTH, WESTERN, L.L.P.
----------------------------------
BY: /s/ Alfred H. Falk, President BY: /s/ Vaughn W. North, Partner
------------------------------- --------------------------------
(Title)
20
<PAGE> 1
Exhibit 10.6
CONSULTING AGREEMENT
This Agreement is made and entered into this March 1, 1997, by and between
James Barnes, hereinafter called "CONSULTANT", and Norris Communications Inc.
with offices located at 12725 Stowe Drive, Poway, California 92064 and
hereinafter called "CLIENT".
This Agreement shall expire on December 31, 1997 unless extended by
written agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and
CLIENT agree as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Consulting services to provide financial management.
This Agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payments to be negotiated on a project by project basis.
Payments may be made by delivery of common stock, valued as of
the date of issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project to project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
21
<PAGE> 2
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no agreement to
change the terms and conditions contained herein shall be binding unless in
writing, signed by a duly authorized representative of each party. In the
event that any one or more of the provisions of the Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
NORRIS COMMUNICATIONS INC. /s/ James Barnes
-----------------------------------
BY: /s/ Alfred H. Falk, President
-------------------------------
(Title)
22
<PAGE> 1
Exhibit 10.7
CONSULTING AGREEMENT
This Agreement is made and entered into this March 7, 1997, by and between
Carol Prior, hereinafter called "CONSULTANT", and Norris Communications Inc.
with offices located at 12725 Stowe Drive, Poway, California 92064 and
hereinafter called "CLIENT".
This Agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and
CLIENT agree as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Consulting services to provide interim financial management
through period of company reorganization.
This Agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payments to be negotiated on a project by project basis.
Payments may be made by delivery of common stock, valued as of
the date of issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project to project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
23
<PAGE> 2
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
consulting agreements, written or oral, relating to the subject herein and no
agreement to change the terms and conditions contained herein shall be binding
unless in writing, signed by a duly authorized representative of each party.
In the event that any one or more of the provisions of the Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
NORRIS COMMUNICATIONS INC. /s/ Carol A. Prior
-------------------------------------
BY: /s/ Alfred H. Falk, President
------------------------------
(Title)
24
<PAGE> 1
Exhibit 10.8
CONSULTING AGREEMENT
This Agreement is made and entered into this January 21, 1997, by and between
Lorne N. Austring, hereinafter called "CONSULTANT", and Norris Communications
Inc. with offices located at 12725 Stowe Drive, Poway, California 92064 and
hereinafter called "CLIENT".
This Agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and
CLIENT agree as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Consulting services.
This Agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payments to be negotiated on a project by project basis.
Payments may be made by delivery of common stock, valued as of
the date of issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project to project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
25
<PAGE> 2
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no agreement to
change the terms and conditions contained herein shall be binding unless in
writing, signed by a duly authorized representative of each party. In the
event that any one or more of the provisions of the Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
NORRIS COMMUNICATIONS INC. /s/ Lorne N. Austring
-------------------------------------
BY:/s/ Alfred H. Falk, President
-------------------------------
(Title)
26
<PAGE> 1
Exhibit 10.9
CONSULTING AGREEMENT
This Agreement is made and entered into this February 28, 1997, by and between
Jim Lakdawala, hereinafter called "CONSULTANT", and Norris Communications Inc.
with offices located at 12725 Stowe Drive, Poway, California 92064 and
hereinafter called "CLIENT".
This Agreement shall expire on August 31, 1997 unless extended by
written agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises
made herein, and for other valuable consideration, CONSULTANT and
CLIENT agree as follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and
CLIENT shall pay for the following work:
Consulting services.
This Agreement shall be part of any purchase order as may be
issued by CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts
on the following dates or at the following intervals (e.g.
weekly):
Payments to be negotiated on a project by project basis.
Payments may be made by delivery of common stock, valued as of
the date of issuance.
3. SCHEDULE OF COMPLETION: The work shall be performed and
completed according to the following schedule:
Tasks and dates to be negotiated on a project to project
basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all
reasonable expenses incurred while performing the work upon
the submission of a properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services
herein as an independent contractor and shall be in sole
control of the manner in which the work is performed. CLIENT
shall provide CONSULTANT with a work area and any information,
documentation and cooperation necessary to accomplish the
aforementioned Tasks.
6. FORCE MAJEURE: The parties shall be excused from performing
under this Agreement if prevented from doing so by acts of God
or other unforeseen events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a
right or remedy hereunder shall not be a waiver thereof. All
rights and remedies are cumulative and may be exercised
separately.
27
<PAGE> 2
8. ENTIRE AGREEMENT: The terms and conditions herein make up the
entire agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no agreement to
change the terms and conditions contained herein shall be binding unless in
writing, signed by a duly authorized representative of each party. In the
event that any one or more of the provisions of the Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable for any
reason, the remainder of the provisions shall remain in force. This provision
shall survive the termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed
according to the laws of the State of California. This provision shall survive
the termination of this Agreement.
IN WITNESS THEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
NORRIS COMMUNICATIONS INC. /s/ Jim Lakdawala
-------------------------------------
BY: /s/ Alfred H. Falk, President
-------------------------------
(Title)
28
<PAGE> 1
Exhibit 23.2
CONSENT OF
INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Consultants' Stock Bonus of Norris Communications,
Inc. of our report dated May 24, 1996 (except as to Note 16[b] which is as of
June 7, 1996), with respect to the consolidated financial statements of Norris
Communications, Inc. (formerly Norris Communications Corp.) included in its
Annual Report (Form 10-KSB/A) for the year ended March 31, 1996 filed with the
Securities and Exchange Commission.
Vancouver, Canada, /s/ Ernst & Young
May 5, 1997 Chartered Accountants
29
