As filed with the Securities and Exchange Commission on _________________, 1996
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLOBAL SPILL MANAGEMENT, INC.
-----------------------------
(Exact name of issuer as specified in its charter)
Nevada 88-027066
- -------------------- ---------
(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 Agreements,
and Settlement 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
------------------
(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 750,000 $2.06 $1,545,000 $532.72
- --------------------
(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
September 12, 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 /s/ Yes / / No
<PAGE>
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) The Company's Current Report on Form 8-K dated July 3, 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. Mr. Sommer, a partner in the firm, owns 27,500 shares of the
Company's Common Stock ("Common Stock") and Mr. Joel C. Schneider, a
partner in the firm owns 27,500 shares of Common Stock.
1
<PAGE>
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 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 of 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.
2
<PAGE>
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8.. Exhibits.
Number Description
------ -----------
5 Consent and Opinion of Sommer & Schneider LLP
10.1 Finders Agreement dated September 12, 1996
10.2 Finders Agreement dated September 12, 1996
10.3 Finders Agreement dated September 12, 1996
10.4 Settlement Agreement dated September 12, 1996
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.
3
<PAGE>
(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 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.
4
<PAGE>
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
September 12, 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 September 12, 1996
------------------------------
Karl Schwab
President and Chairman
/s/ George Weast September 12, 1996
------------------------------
George Weast
Secretary and Director
September 12, 1996
------------------------------
Roger Imperial
Director
5
EXHIBIT 5
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
September 12, 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 750,000 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;
<PAGE>
Global Spill Management, Inc.
September 12, 1996
Page 2
(2) The Shares, when issued in connection with the agreements (copies
annexed as Exhibits 10.1-10.4 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 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
Joel C. Schneider
JCS/md
EXHIBIT 10.1
AGREEMENT
This Agreement made and entered into this 12th day of September, 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 JASON POLLACK (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 September 13,
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 50,000 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 Southern
District of New York and the New York Supreme Court, New York 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: /s/ Karl Schwab
-----------------------
Karl Schwab, President
By: /s/ Jason Pollack
-----------------------
Jason Pollack
4
EXHIBIT 10.2
AGREEMENT
This Agreement made and entered into this 12th day of September, 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 CONSOLIDATED GENERAL LIMITED
(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 September 12,
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 250,000 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 Southern
District of New York and the New York Supreme Court, New York 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: /s/ Karl Schwab
----------------------------
Karl Schwab, President
CONSOLIDATED GENERAL LIMITED
By: /s/ Jeffrey Trenk
----------------------------
Jeffrey Trenk, President
4
EXHIBIT 10.3
AGREEMENT
This Agreement made and entered into this 12th day of September, 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 MEYERS, POLLACK & ROBBINS (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 September 12,
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 150,000 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
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<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
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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 Southern
District of New York and the New York Supreme Court, New York County for
the adjudication of any dispute out of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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<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: /s/ Karl Schwab
--------------------------
Karl Schwab, President
MEYERS POLLACK & ROBBINS
By: /s/ Michael Ploshnick
--------------------------
Michael Ploshnick
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EXHIBIT 10.4
SETTLEMENT AGREEMENT
--------------------
This Settlement Agreement (the "Agreement") is made this 12th day of
September, 1996 by and between BAYTREE ASSOCIATES, INC. ("Baytree"), having
a place of business at 50 Broad Street, New York, New York 10004 and
GLOBAL SPILL MANAGEMENT, INC. ("Global"), a Nevada corporation having an
office at 37-61 39th Street, Long Island City, New York 11101.
W I T N E S S E T H
WHEREAS, on September 5, 1996 pursuant to a written agreement Global
retained Baytree to act as Global's exclusive agent to perform certain
services, and
WHEREAS, Global hired other parties to perform similar services in
direct contravention to the aforementioned Agreement, and
WHEREAS, such actions on behalf of Global prevented Baytree from
performing such services, and
WHEREAS, Baytree devoted resources to such services and was prevented
by Global from receiving its benefits under the Agreement to its detriment,
and
WHEREAS, the parties desire to settle all matters between and among
them so as to define and settle the relationship among them and to avoid
the risk, expense and inconvenience of litigation, and without admitting
liability or the merits of any potential claims or defenses, and
WHEREAS, Global has agreed to issue 300,000 shares of Global's common
stock (the "Shares") in full satisfaction of Baytree's claims as referred
to above.
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<PAGE>
NOW THEREFORE, the parties agree as follows:
1. ISSUANCE OF SECURITIES.
-----------------------
Promptly after the execution of this Agreement, Global shall take
all reasonable action to cause its transfer agent to issue the Shares and
deliver them to Baytree at his office at the address first shown above.
2. FORM OF SECURITIES.
-------------------
The Shares shall not bear any restrictive legend and shall be
freely tradeable immediately. Baytree is authorized to communicate in
writing directly with Global's transfer agent to instruct it with respect
to any breakdown of the Shares and agrees to provide such documents and
signatures as said transfer agent requires. Global and its counsel will
execute any documents reasonably required by the transfer agent to cause
the issuance of the Shares as herein described.
3. REPRESENTATIONS AND WARRANTIES.
-------------------------------
Each of the parties is authorized to enter into this Settlement
Agreement and the transactions contemplated hereby. All necessary consents
and authorizations to the execution of this Settlement Agreement by the
parties hereto and the performance of their obligations hereunder have been
obtained.
4. AMENDMENT.
----------
This Settlement Agreement may not be amended except by an
instrument in writing signed by both parties hereto.
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<PAGE>
5. COUNTERPARTS.
-------------
This Settlement Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. EQUITABLE REMEDIES.
-------------------
The parties hereto agree that irreparable damage would occur in
the event that any of the provisions of this Settlement Agreement were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to
specific enforcement of the terms and provisions hereof.
7. GOVERNING LAW.
--------------
This Settlement Agreement shall be construed according to the
laws of the State of New York. The parties submit to the jurisdiction of
the federal and state courts in New York in any action relating to or
arising from the terms of this Settlement Agreement.
BAYTREE ASSOCIATES, INC.
By: /s/ Michael Gardner
----------------------------
Michael Gardner, President
GLOBAL SPILL MANAGEMENT, INC.
By: /s/ Karl Schwab
----------------------------
Karl Schwab, President
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