As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLOBAL SPILL MANAGEMENT, INC.
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(Exact name of issuer as specified in its charter)
NEVADA 88-027066
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
37-61 39th Street, Long Island City, New York 11101
- --------------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
Finder's Fee Agreement,
Legal Consulting Agreement
and Consulting Agreement
--------------------------
(Full title of the Plan)
Karl Schwab
Global Spill Management, Inc.
37-61 39th Street
Long Island City, NY 11101
-----------------------------------------
(Name and address of agent for service)
(718) 482-7878
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(Telephone number, including area code of agent for service)
--------------------
copies to:
Sommer & Schneider LLP
600 Old Country Road, Suite 535
Garden City, NY 11530
(516) 228-8181
Approximate date of commencement of proposed sale to the public: Upon
exercise of the options granted under the Stock Option Plans, but in no event
prior to the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share Price fee(1)
- ---------- ---------- -------- -------- ------------
Common Stock,
no par value 385,000 $6.00 $2,310,000 $796.49
- ------------
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the
average of the last price per share of the Registrant's Common Stock on
July 29, 1996, a date within five (5) days prior to the date of filing of
this Registration Statement, as reported by the NASDAQ SmallCap Market.
Documents Incorporated by Reference [X] Yes [ ] No
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PART II
ITEM 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1995; and
(b) The Company's Quarterly Report on Form 10-QSB for the period ended
September 30, 1995;
(c) The Company's Quarterly Report on Form 10-QSB for the period ended
December 31, 1995;
(d) The Company's Quarterly Report on Form 10-QSB for the period ended March
31, 1996;
(e) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
in the Registration Statement and to be part thereof from the date of
filing of such documents.
ITEM 4. Description of Securities.
Not Applicable
ITEM 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the shares being registered herein
will be passed upon for the Company by the Law Offices of Sommer & Schneider
LLP, 600 Old Country Road, Suite 535, Garden City, NY 11530. Upon the
effectiveness, Mr. Sommer, a partner in the firm, will own 37,500 (12,500 of
which are being registered herein) shares of the Company's Common Stock ("Common
Stock") and Mr. Joel C. Schneider, a partner in the firm will own 37,500 shares
(12,500 of which are being registered herein) of Common Stock.
ITEM 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-laws of the Company provide that
the Company shall indemnify to the fullest permitted by Nevada law any person
whom it may indemnify thereunder, including directors, officers, employees and
agents of the Company. Such
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indemnification (other than as ordered by a court) shall be made by the
Company only upon a determination that indemnification is proper in the
circumstances because the individual met the applicable standard of conduct
i.e., such person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company. Advances for such
indemnification may be made pending such determination. Such determination shall
be made by a majority vote of a quorum consisting of disinterested directors, or
by independent legal counsel or by the stockholders. In addition, the
Certificate of Incorporation provides for the elimination, to the extent
permitted by Nevada law, of personal liability of directors to the Company and
its stockholders for monetary damages for breach of fiduciary duty as directors.
The Company has obtained a directors and officers insurance and company
reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburse the Company for such loss for which the Company has lawfully
indemnified the directors or officers.
The Company has also agreed to indemnify each director and executive
officer pursuant to an Indemnification Agreement with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director, officer, employee or agent of the Company. The
obligations of the Company for indemnification is limited to the extent provided
in the Nevada Business Corporation Act and is also limited in situations where,
among others, the indemnitee is deliberately dishonest, gains any profit or
advantage to which he is not legally entitled or is otherwise indemnified.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
ITEM 7. Exemption From Registration Claimed.
Not Applicable.
2
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ITEM 8. Exhibits.
Number Description
- ------ -----------
5 Consent and Opinion of Sommer & Schneider LLP
10.1 Legal Consulting Agreement dated July 23, 1996
10.2 Consulting Agreement dated July 20, 1996
10.3 Finders Agreement dated July 23, 1996
10.4 Finders Agreement
10.5 Finders Agreement
ITEM 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
this paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement
3
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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) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Item 310(b) of Registration S-B 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.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registration shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
If the last fiscal year of the registrant has ended within 120 days prior
to the use of the prospectus, the annual report of the registrant for the
preceding fiscal year may be so delivered, but within such 120-day period
the annual report for the last fiscal year will be furnished to each such
employee.
(7) To transmit or cause to be transmitted to all employees participating in
the Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on July 29, 1996.
GLOBAL SPILL MANAGEMENT, INC.
/s/ KARL SCHWAB
-------------------------------------
Karl Schwab, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signatures Date
- ---------- ----
/s/ Karl Schwab July 29, 1996
- ----------------------------
Karl Schwab
President and Chairman
/s/ George Wiest July 29, 1996
- ----------------------------
George Wiest
Secretary and Director
/s/ Roger Imperial July 29, 1996
- ----------------------------
Roger Imperial
Director
5
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EXHIBIT INDEX
Number Description Page No.
- ------ ----------- --------
5 Consent and Opinion of Sommer & Schneider LLP
10.1 Legal Consulting Agreement dated July 23, 1996
10.2 Consulting Agreement dated July 20, 1996
10.3 Finders Agreement dated July 23, 1996
10.4 Finders Agreement
10.5 Finders Agreement
SOMMER & SCHNEIDER LLP
600 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
July 30, 1996
COMBINED OPINION AND CONSENT
----------------------------
Global Spill Management, inc.
37-61 39th Street
Long Island City, NY 11101
Re: Global Spill Management, Inc.
Gentlemen:
We have acted as counsel to Global Spill Management, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 as amended (the "Act") of the Company's Registration Statement on
Form S-8, filed contemporaneously with the Commission relating to the
registration under the Act of 385,000 shares (the "Shares") of the Company's
Common Stock, $.001 par value (the "Common Stock").
In rendering this opinion, we have reviewed the Registration Statement on
Form S-8, as well as a copy of the Certificate of Incorporation of the Company,
as amended, and the By-Laws of the Company. We have also reviewed such statutes
and judicial precedents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity with,
the original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Nevada;
(2) The Shares, when issued in connection with the agreements (copies annexed
as Exhibits 10.1-10.5 to the Registration Statement), will be legally
issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Law and the Constitution
of the State of Nevada are and we express no opinion with respect to the laws of
any other jurisdiction. We consent to your filing this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
on Form S-8. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
Very truly yours,
/s/ Joel C. Schneider
GLOBAL SPILL MANAGEMENT, INC.
37-61 39TH STREET
LONG ISLAND CITY, NY 11101
July 23, 1996
Sommer & Schneider LLP
600 Old Country Road, Suite 535
Garden City, NY 11530
Gentlemen:
As compensation for legal consulting services rendered by you we confirm
our agreement to issue to you an aggregate of 25,000 shares of Global Spill
Management, Inc. (the "Company") common Stock, $.001 par value, as follows:
Joel C. Schneider 12,500
Herbert H. Sommer 12,500
These shares will be issued upon the effective date of a Form S-8 Registration
Statement and the delivery of the documents to you which constitute the S-8
Prospectus, which the Company agrees to complete with your assistance by July
26, 1996, free and clear of any restrictions on sale by you. We also confirm
that the board of directors of the Company have duly approved the issuance of
shares to you. Please confirm that this correctly sets forth our understanding
relating to the settlement of compensation due to you for these services by
signing the extra copy of this letter and returning it to us.
Global Spill Management, Inc.
BY: KARL SCHWAB
-------------------------------
Karl Schwab
President
Accepted:
HERBERT H. SOMMER JOEL C. SCHNEIDER
- ------------------------------------ -----------------------------------
Herbert H. Sommer Joel C. Schneider
CONSULTING AGREEMENT
THIS Agreement made as of the 20th day of July, 1996, by and between "Global
Spill Management Inc." a Nevada Corporation with offices at 37-61 39th St.,
Long Island City, NY. 11101 and "Summit Marketing & Public Relations Inc.",
a Florida corporation, with its principal place of business at 2101 Corporate
Blvd., N.W. Suite 210, Boca Raton, FL. 33431.
WHEREAS, Global Spill Management Inc. desires to secure and retain Summit
Marketing & Public Relations, Inc.'s availability and services as a public
relations consultant with the financial community for the benefit of Global
Spill Management Inc.
WHEREAS, Summit Marketing & Public Relations, Inc. wishes to be available
and provide public relations consulting services to Global Spill Management
Inc.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which the parties hereby acknowledge, it is agreed as
follows:
ARTICLE I
DEFINITIONS
For the purpose of this Agreement, the following terms have the following
meanings:
1.1 "Consulting Services" includes, but is not limited to; servicing and
maintaining preexisting relationships between and amongest brokers, dealers,
market makers, shareholders and other related parties and Global Spill
Management Inc.; informing and updating the aforementioned parties, the
financial press, and financial markets of press releases, market sensitive
information, and other news relating Global Spill Management Inc. on a timely
basis; developing and implementing advertising and promotional plans for the
benefit of Global Spill Management Inc.; receiving and relaying inquiries from
potential investors to the appropriate persons or parties; the answering of
questions and commenting on documents, press releases, marketing plans; and
advising with respect to the nature and scope of financial community
relationships.
1.2 "Disability" means event or act which prevents the principals of Summit
Marketing & Public Relations, Inc. from performing the Consulting Services.
1.3 "Entity" shall mean any natural person, public or private corporation,
proprietorship, partnership, governmental entity, association, organization, or
group. Any reference herein to any entity, whether or not a party herein, which
is a corporation, partnership, bank, trust or any entity shall be construed as
including all, past, present, subsidiaries, affiliates, directors, officers,
employees and agents of the entity.
<PAGE>
ARTICLE II
CONSULTING SERVICES
2.1 Performance of Services. During the term of this Agreement, Summit
Marketing & Public Relations, Inc. shall render Consulting Services to Global
Spill Management Inc.
2.2 Provisions of Services. Summit Marketing & Public Relations Inc. shall
provide Consulting Services for at least a reasonable amount of time each month
during the term of this Agreement. This requirement is for the benefit of Global
Spill Management Inc. and may be waived in writing by Global Spill Management
Inc., and shall be subject to the ordinary and customary vacation periods of the
United States of America. Summit Marketing & Public Relations Inc. shall not be
required to provide Consulting Services for any prescribed number of hours on
any given day.
2.3 Short Term Disability. If during the term of this Agreement all of the
available principals of Summit Marketing & Public Relations Inc. qualified to
provide Consulting Services to Global Spill Management Inc. suffer a disability
and as a result are unable to perform the Consulting Services for a period of
thirty (30) consecutive days from the date Summit Marketing & Public Relations
Inc. notifies Global Spill Management Inc. of such Disability, Global Spill
Management Inc. shall have the option to terminate this Agreement without
further compensation.
2.4 Dissolution, Insolvency, Bankruptcy, etc. If Summit Marketing & Public
Relations Inc. becomes dissolved, insolvent, or bankrupt during the term of this
Agreement, then the parties may agree to employ Summit Marketing & Public
Relations, Inc.'s nominee as a substitute consultant under the same terms and
conditions as set forth herein for the period of time remaining in this
Agreement.
2.5 Place of Services. The parties understand that the Consulting Services
are to be performed by telephone and facsimile, unless otherwise mutually agreed
to between the parties.
2.6 No Default or Conflict. To the best of its knowledge, Summit Marketing
& Public Relations, Inc. is not in default nor would the execution, delivery or
performance of this Agreement cause it to be in default, with respect to any
law, regulation, charter, by-law, agreement or other commitment or injunction,
decree, judgment or other order of any court or agency which is applicable to
Summit Marketing & Public Relations, Inc. and which precludes the performance of
its obligations under this Agreement or result in a conflict of interest. During
the term of this Agreement, Summit Marketing & Public Relations Inc. will not
enter into any contract, agreement, or commitment or act in a manner which would
(i) cause it to be in default with respect to any law, regulation, charter,
by-law agreement or other commitments or any injunction, decree, judgment or
other order of any court or agency which would preclude the full and timely
performance of its obligations under this Agreement.
<PAGE>
ARTICLE III
COMPENSATION
3.1 Consulting Fees. In consideration for performance of the Consulting
Services, Global Spill Management Inc. agrees to deliver upon entering this
agreement one hundred thousand (100,000) shares of its common stock without any
restrictive legend of any kind in the name of Summit Marketing & Public
Relations, Inc. at the time of inception. An additional 25,000 shares shall be
delivered sixty days (60) after the inception of this contract
b. Upon entering this agreement, Global Spill Management Inc. hereby
grants an option to Summit Marketing & Public Relations Inc. to purchase three
hundred thousand (300,000) additional shares of Global Spill Management Inc.'s
common stock without any restrictive legend of any kind as fowlows.
b1. 100,000 shares at a price of $4.50 after the bid
achieves a price of $7.00. Valid for a period of 3 years.
b2. 100,00 shares at a price of $6.00 after the bid
achieves a price of $8.00. Valid for a period of 3 years.
b3. 100,000 shares at a price of $7.50 after the bid
achieves a price of $10.00 Valid for a period of 3 years.
3.2 Expenses. Global Spill Management Inc. agrees to reimburse Summit
Marketing & Public Relations, Inc. for out-of-pocket expenses reasonably
incurred by Summit Marketing & Public Relations, Inc. in performing the
Consulting Services hereunder upon submission of appropriate verification of
said expenses (i.e., receipts) in accordance with Global Spill Management Inc.'s
customary reimbursement policies.
ARTICLE IV
CONFIDENTIAL INFORMATION
4.1 Ownership of Confidential Information. Any Confidential Information
which has been made available to Summit Marketing & Public Relations, Inc. or is
learned, acquired, developed, made or conceived by Summit Marketing & Public
Relations, Inc., either alone or jointly with others, in the course of or
arising out of the rendering of the Consulting Services, shall be and remain
Global Spill Management Inc.'s sole and exclusive property. The parties agree,
that the copyrights to any work or agreements made, negotiated, consummated, or
conceived by Summit Marketing & Public Relations, Inc. through or as a result of
performing the Consulting Services, if any, shall be considered a work made for
hire for the sole and exclusive ownership and benefit of Global Spill Management
Inc.
4.2 Confidential Treatment. Summit Marketing & Public Relations, Inc.
agrees to treat as confidential and not, except its duties in rendering
Consulting Services or as
<PAGE>
applicable law requires, at any time, directly or indirectly, use, disclose,
publish or otherwise disseminate, any of the Confidential Information without
prior approval from Global Spill Management Inc. and in accordance with any
federal and any applicable state securities laws. Summit Marketing & Public
Relations, Inc. further agrees to use its best efforts to protect Confidential
Information against unauthorized use or improper disclosure. However, this
paragraph should not be construed so as to prevent Summit Marketing & Public
Relations Inc. from using the Confidential Information in or testifying at any
arbitration or court proceeding instituted to enforce the rights of Summit
Marketing & Public Relations, Inc. under the terms and conditions of this
Agreement.
ARTICLE V
TERM
5.1 Term. This Agreement shall commence upon the date of this Agreement
first written above and shall continue in full force and effect for a period of
nine (9) months ending on the 20th day of March, 1997. In the event neither
party notifies the other party in writing at least thirty (30) days prior to the
expiration of the Term, this Agreement shall be renewed for one additional Term
of nine months under the same terms and conditions as contained herein.
ARTICLE VII
MISCELLANEOUS
6.1 Governing Law, Severability. This Agreement shall be construed in
accordance with, and governed for all purposes by the laws of the State of
Florida. In case any one or more of the provisions contained in this Agreement
shall, for any reason, be held, to be invalid, illegal or unenforceable, in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
herein. If, moreover, any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed, by limiting and
reducing it, so as to be enforceable to the extent compatible with the
applicable law as it shall then appear.
6.2 Disputes. Any action brought to settle the terms of this Agreement or
to enforce any of its provisions shall be brought in the State and Federal
Courts of the State of Florida and in no other jurisdiction. The parties hereby
consent to jurisdiction and waive any objection as to venue or jurisdiction of
the above-named court. Each party may seek injunctive relief which shall not be
deemed or construed as a bar to an action for damages regarding any breach or
performance and shall not be deemed an election of remedies.
6.3 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same agreement. This Agreement shall
be effective
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when each of the parties shall have executed at least one counterpart, although
not all of the parties may have executed the same counterpart.
6.4 Entire Agreement. This Agreement constitutes the entire Agreement among
the parties hereto and supersedes all prior agreements, understandings and
arrangements, oral or written, among the parties with respect to the subject
matter thereof. In addition, except as otherwise specifically provided herein,
no change, modification or addition shall be valid unless in writing and signed
by or on behalf of the parties hereto.
6.5 Headings. The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
6.6 Relationship. Nothing in this Agreement is intended to or shall
establish any agency, partnership or joint venture relationship between the
parties. Summit Marketing & Public Relations Inc. shall be deemed for all
purposes an independent contractor of Global Spill Management Inc. for the
purpose of this Agreement.
6.7 Registrations No. registration of stock, whether dilutive or non
dilutive shall be initiated by Global Spill Management Inc. or any of its
affiliates without a minimum of 45 days prior written notice to Summit Markrting
& Public Relations, Inc. In the event of a registration, Summit Marketing &
Public Relations Inc. shall have the ability to withdraw from this contract
without any penalty whatsoever.
IN WITNESS WHEREOF, the parties have duly examined this Agreement of five (5)
pages as of the day and year first above written whereupon it became a binding
agreement among them.
Summit Marketing & Public Relations, Inc. Global Spill Management Inc.
By: ROGER TAFT By: KARL SCHWAB
------------------------------ -------------------------
Name: Roger Taft Name: Karl Schwab
------------------------------ -------------------------
Title: President Title President
------------------------------ -------------------------
AGREEMENT
This Agreement made and entered into this 23rd day of July, 1996, by and
between GLOBAL SPILL MANAGEMENT, INC., a Nevada corporation having its principal
offices at 37-61 39th Street, Long Island City, New York 11101 (herein called
the "Company"); and N & A PROMOTIONS (herein called the "Finder").
W I T N E S S E T H :
WHEREAS, the Company has been seeking to acquire certain Corporation(s) in
the Environmental Reclamation Industry;
WHEREAS, the Company desires to retain the Finder as an independent
contractor in order to avail itself of the services of the Finder in connection
with the acquiring of said business;
NOW THEREFORE, intending to be legally bound hereby, the parties agree as
follows:
1. ENGAGEMENT OF THE FINDER.
The Company hereby retains the Finder and the Finder hereby accepts
engagement by the Company upon the terms and conditions hereinafter set forth.
2. TERM.
Subject to the provisions contained herein, the term of this Agreement
shall commence on the date hereof and shall terminate on July 23, 1997, unless
the Company extends the term of the contract in writing prior to such date.
Notwithstanding the termination of the Term of this Agreement, the commission
payable to the Finder in accordance with Paragraph 4 hereof shall be paid by the
Company to the Finder regardless of whether the Company, as a result of
negotiations initiated through the services of the Finder, agrees in writing to
sell or otherwise dispose of the Business within six months of such termination.
3. DUTIES OF THE FINDER.
The Finder agrees to endeavor to procure the acquisition of Corporation(s)
in the Environmental Reclamation Industry. The Finder's sole responsibility as
finder is to introduce the parties and encourage them to negotiate to acquire
the Business on terms acceptable to the Company. The Finder has and shall
provide, information furnished by the Company, to prospective Corporations in
the Environmental Reclamation Industry, which are seeking to be acquired. The
Company shall indemnify, defend, and save harmless the Finder from and against
any and all claims, demands, costs and liabilities arising from or connected
with the use of such
1
<PAGE>
information by the Finder that have been approved or provided by the Company
prior to use by the Finder.
4. COMPENSATION.
4.1 Reimbursement of Expenses. The Company shall reimburse the Finder for
all reasonable travel and travel-related expenses incurred or paid by the Finder
that relate directly or indirectly or are necessary to the performance of the
services contemplated by or are required by the Finder under this Agreement,
whether or not a transaction is or is not consummated. Such expenses shall be
verbally approved by the Company before they are incurred.
4.2 Commission Compensation. As compensation for the services of the Finder
hereunder in connection with finding a seller of certain Corporations in the
Environmental Reclamation Industry, the Company will issue to the Finder 60,000
shares of Global Spill Management, Inc. Common Stock, $.001 par value upon the
execution of this Agreement (the "Commission").
5. INCORPORATION INTO UNDERWRITING AGREEMENT.
The Company agrees that it shall cause the existence of this agreement and
the obligation of the Company to pay the Commission to the Finder to be
referenced in the acquisition agreement between the Company and the
Corporation(s) being acquired. Such reference shall include the statement that
the Finder was paid a commission upon the execution of this Agreement.
6. REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants as follows:
6.1 The officers signing in the name and on behalf of the Company are duly
authorized officers of the Company and have the right and authority to bind the
Company to performance of its obligations and duties hereunder.
6.2 That neither the Company on its own behalf, nor others, including an
affiliate of the Company, employees or servants of the Company or any
affiliates, are presently involved in or actively negotiating the acquisition
contemplated hereunder with any person, firm or corporation and that there exist
no agreements of sale or other documents relating to such acquisition, and that
there are no active negotiations taking place with any Corporation(s) regarding
the acquisition contemplated hereunder.
7. MISCELLANEOUS.
7.1 Independent Contractor. In making and performing this Agreement, the
Finder acts and shall act at all times as an independent contractor, and nothing
contained in this
2
<PAGE>
Agreement shall be so construed or applied as to create or imply the
relationship of partners, of agency, joint adventures, or employer and employee
between the parties hereto.
7.2 Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered or
certified mail to the principal office of the party to whom such notice is
directed, listed on Page 1 hereof, or such other address as such party may
hereafter designate in writing.
7.3 Invalidity. If any term or provision of this Agreement shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement shall not
be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
7.4 Entire Agreement. It is understood and agreed that this Agreement
expresses the complete and final understanding of the parties hereto, that any
and all negotiations and representations not included herein or referred to
herein are hereby abrogated, and that this Agreement cannot be changed,
modified, or varied except by a written instrument signed by all parties hereto.
7.5 Successors; Assigns. This Agreement shall be binding upon and inure to
the benefit of the successors of the Company and the Finder, but shall not be
assignable by the Finder during their lifetimes except with the written
permission of the Company.
7.6 Governing Law. This Agreement shall be construed, interpreted, and
governed by the laws of the State of New York. The Company consents to the
jurisdiction of the United States District Court for the Eastern District of New
York and the New York Supreme Court, Nassau County for the adjudication of any
dispute out of this Agreement.
[SIGNATURE PAGE FOLLOWS]
3
<PAGE>
IN WITNESS WHEREOF, the parties have set their hands and seals on the day
and year first above written.
GLOBAL SPILL MANAGEMENT, INC.
By: KARL SCHWAB
---------------------------
Karl Schwab, President
N & A PROMOTIONS
By: EUGENE LOMBARDO
---------------------------
Eugene Lombardo, President
4
AGREEMENT
This Agreement made and entered into this 23rd day of July, 1996, by and
between GLOBAL SPILL MANAGEMENT, INC., a Nevada corporation having its principal
offices at 37-61 39th Street, Long Island City, New York 11101 (herein called
the "Company"); and MICHAEL SAVINSKY (herein called the "Finder").
W I T N E S S E T H :
WHEREAS, the Company has been seeking to acquire certain Corporation(s) in
the Environmental Reclamation Industry;
WHEREAS, the Company desires to retain the Finder as an independent
contractor in order to avail itself of the services of the Finder in connection
with the acquiring of said business;
NOW THEREFORE, intending to be legally bound hereby, the parties agree as
follows:
1. ENGAGEMENT OF THE FINDER.
The Company hereby retains the Finder and the Finder hereby accepts
engagement by the Company upon the terms and conditions hereinafter set forth.
2. TERM.
Subject to the provisions contained herein, the term of this Agreement
shall commence on the date hereof and shall terminate on July 23, 1997, unless
the Company extends the term of the contract in writing prior to such date.
Notwithstanding the termination of the Term of this Agreement, the commission
payable to the Finder in accordance with Paragraph 4 hereof shall be paid by the
Company to the Finder regardless of whether the Company, as a result of
negotiations initiated through the services of the Finder, agrees in writing to
sell or otherwise dispose of the Business within six months of such termination.
3. DUTIES OF THE FINDER.
The Finder agrees to endeavor to procure the acquisition of Corporation(s)
in the Environmental Reclamation Industry. The Finder's sole responsibility as
finder is to introduce the parties and encourage them to negotiate to acquire
the Business on terms acceptable to the Company. The Finder has and shall
provide, information furnished by the Company, to prospective Corporations in
the Environmental Reclamation Industry, which are seeking to be acquired. The
Company shall indemnify, defend, and save harmless the Finder from and against
any and all claims, demands, costs and liabilities arising from or connected
with the use of such
1
<PAGE>
information by the Finder that have been approved or provided by the Company
prior to use by the Finder.
4. COMPENSATION.
4.1 Reimbursement of Expenses. The Company shall reimburse the Finder for
all reasonable travel and travel-related expenses incurred or paid by the Finder
that relate directly or indirectly or are necessary to the performance of the
services contemplated by or are required by the Finder under this Agreement,
whether or not a transaction is or is not consummated. Such expenses shall be
verbally approved by the Company before they are incurred.
4.2 Commission Compensation. As compensation for the services of the Finder
hereunder in connection with finding a seller of certain Corporations in the
Environmental Reclamation Industry, the Company will issue to the Finder 100,000
shares of Global Spill Management, Inc. Common Stock, $.001 par value upon the
execution of this Agreement (the "Commission").
5. INCORPORATION INTO UNDERWRITING AGREEMENT.
The Company agrees that it shall cause the existence of this agreement and
the obligation of the Company to pay the Commission to the Finder to be
referenced in the acquisition agreement between the Company and the
Corporation(s) being acquired. Such reference shall include the statement that
the Finder was paid a commission upon the execution of this Agreement.
6. REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants as follows:
6.1 The officers signing in the name and on behalf of the Company are duly
authorized officers of the Company and have the right and authority to bind the
Company to performance of its obligations and duties hereunder.
6.2 That neither the Company on its own behalf, nor others, including an
affiliate of the Company, employees or servants of the Company or any
affiliates, are presently involved in or actively negotiating the acquisition
contemplated hereunder with any person, firm or corporation and that there exist
no agreements of sale or other documents relating to such acquisition, and that
there are no active negotiations taking place with any Corporation(s) regarding
the acquisition contemplated hereunder.
7. MISCELLANEOUS.
7.1 Independent Contractor. In making and performing this Agreement, the
Finder acts and shall act at all times as an independent contractor, and nothing
contained in this
2
<PAGE>
Agreement shall be so construed or applied as to create or imply the
relationship of partners, of agency, joint adventures, or employer and employee
between the parties hereto.
7.2 Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered or
certified mail to the principal office of the party to whom such notice is
directed, listed on Page 1 hereof, or such other address as such party may
hereafter designate in writing.
7.3 Invalidity. If any term or provision of this Agreement shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement shall not
be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
7.4 Entire Agreement. It is understood and agreed that this Agreement
expresses the complete and final understanding of the parties hereto, that any
and all negotiations and representations not included herein or referred to
herein are hereby abrogated, and that this Agreement cannot be changed,
modified, or varied except by a written instrument signed by all parties hereto.
7.5 Successors; Assigns. This Agreement shall be binding upon and inure to
the benefit of the successors of the Company and the Finder, but shall not be
assignable by the Finder during their lifetimes except with the written
permission of the Company.
7.6 Governing Law. This Agreement shall be construed, interpreted, and
governed by the laws of the State of New York. The Company consents to the
jurisdiction of the United States District Court for the Eastern District of New
York and the New York Supreme Court, Nassau County for the adjudication of any
dispute out of this Agreement.
[SIGNATURE PAGE FOLLOWS]
3
<PAGE>
IN WITNESS WHEREOF, the parties have set their hands and seals on the day
and year first above written.
GLOBAL SPILL MANAGEMENT, INC.
By: KARL SCHWAB
---------------------------
Karl Schwab, President
By: MICHAEL SAVINSKY
---------------------------
Michael Savinsky
4
AGREEMENT
This Agreement made and entered into this 23rd day of July, 1996, by and
between GLOBAL SPILL MANAGEMENT, INC., a Nevada corporation having its principal
offices at 37-61 39th Street, Long Island City, New York 11101 (herein called
the "Company"); and NATIONAL SURETY CORPORATION (herein called the "Finder").
W I T N E S S E T H :
WHEREAS, the Company has been seeking to acquire certain Corporation(s) in
the Environmental Reclamation Industry;
WHEREAS, the Company desires to retain the Finder as an independent
contractor in order to avail itself of the services of the Finder in connection
with the acquiring of said business;
NOW THEREFORE, intending to be legally bound hereby, the parties agree as
follows:
1. ENGAGEMENT OF THE FINDER.
The Company hereby retains the Finder and the Finder hereby accepts
engagement by the Company upon the terms and conditions hereinafter set forth.
2. TERM.
Subject to the provisions contained herein, the term of this Agreement
shall commence on the date hereof and shall terminate on July 23, 1997, unless
the Company extends the term of the contract in writing prior to such date.
Notwithstanding the termination of the Term of this Agreement, the commission
payable to the Finder in accordance with Paragraph 4 hereof shall be paid by the
Company to the Finder regardless of whether the Company, as a result of
negotiations initiated through the services of the Finder, agrees in writing to
sell or otherwise dispose of the Business within six months of such termination.
3. DUTIES OF THE FINDER.
The Finder agrees to endeavor to procure the acquisition of Corporation(s)
in the Environmental Reclamation Industry. The Finder's sole responsibility as
finder is to introduce the parties and encourage them to negotiate to acquire
the Business on terms acceptable to the Company. The Finder has and shall
provide, information furnished by the Company, to prospective Corporations in
the Environmental Reclamation Industry, which are seeking to be acquired. The
Company shall indemnify, defend, and save harmless the Finder from and against
any and all claims, demands, costs and liabilities arising from or connected
with the use of such
1
<PAGE>
information by the Finder that have been approved or provided by the Company
prior to use by the Finder.
4. COMPENSATION.
4.1 Reimbursement of Expenses. The Company shall reimburse the Finder for
all reasonable travel and travel-related expenses incurred or paid by the Finder
that relate directly or indirectly or are necessary to the performance of the
services contemplated by or are required by the Finder under this Agreement,
whether or not a transaction is or is not consummated. Such expenses shall be
verbally approved by the Company before they are incurred.
4.2 Commission Compensation. As compensation for the services of the Finder
hereunder in connection with finding a seller of certain Corporations in the
Environmental Reclamation Industry, the Company will issue to the Finder 100,000
shares of Global Spill Management, Inc. Common Stock, $.001 par value upon the
execution of this Agreement (the "Commission").
5. INCORPORATION INTO UNDERWRITING AGREEMENT.
The Company agrees that it shall cause the existence of this agreement and
the obligation of the Company to pay the Commission to the Finder to be
referenced in the acquisition agreement between the Company and the
Corporation(s) being acquired. Such reference shall include the statement that
the Finder was paid a commission upon the execution of this Agreement.
6. REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants as follows:
6.1 The officers signing in the name and on behalf of the Company are duly
authorized officers of the Company and have the right and authority to bind the
Company to performance of its obligations and duties hereunder.
6.2 That neither the Company on its own behalf, nor others, including an
affiliate of the Company, employees or servants of the Company or any
affiliates, are presently involved in or actively negotiating the acquisition
contemplated hereunder with any person, firm or corporation and that there exist
no agreements of sale or other documents relating to such acquisition, and that
there are no active negotiations taking place with any Corporation(s) regarding
the acquisition contemplated hereunder.
7. MISCELLANEOUS.
7.1 Independent Contractor. In making and performing this Agreement, the
Finder acts and shall act at all times as an independent contractor, and nothing
contained in this
2
<PAGE>
Agreement shall be so construed or applied as to create or imply the
relationship of partners, of agency, joint adventures, or employer and employee
between the parties hereto.
7.2 Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered or
certified mail to the principal office of the party to whom such notice is
directed, listed on Page 1 hereof, or such other address as such party may
hereafter designate in writing.
7.3 Invalidity. If any term or provision of this Agreement shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement shall not
be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
7.4 Entire Agreement. It is understood and agreed that this Agreement
expresses the complete and final understanding of the parties hereto, that any
and all negotiations and representations not included herein or referred to
herein are hereby abrogated, and that this Agreement cannot be changed,
modified, or varied except by a written instrument signed by all parties hereto.
7.5 Successors; Assigns. This Agreement shall be binding upon and inure to
the benefit of the successors of the Company and the Finder, but shall not be
assignable by the Finder during their lifetimes except with the written
permission of the Company.
7.6 Governing Law. This Agreement shall be construed, interpreted, and
governed by the laws of the State of New York. The Company consents to the
jurisdiction of the United States District Court for the Eastern District of New
York and the New York Supreme Court, Nassau County for the adjudication of any
dispute out of this Agreement.
[SIGNATURE PAGE FOLLOWS]
3
<PAGE>
IN WITNESS WHEREOF, the parties have set their hands and seals on the day
and year first above written.
GLOBAL SPILL MANAGEMENT, INC.
By: KARL SCHWAB
---------------------------
Karl Schwab, President
NATIONAL SURETY CORPORATION
By: J.J. JOHNSON
---------------------------
J.J. Johnson, President
4
