1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVEN REPORTED):
COMMISSION FILE NUMBER: 3355254-26
SEAVIEW UNDERWATER RESEARCH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
87-0438640
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
4229 GULF BLVD., ST. PETE BEACH, FL 33706
727-866-1819
(ADDRESS AND PHONE NUMBER OF PRINCIPAL OFFICES)
GOPHER, INC.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 1: CHANGES IN CONTROL OF REGISTRANT
(A) ON MARCH 24, 1999, REGISTRANT ACQUIRED 100% OF THE TOTAL OUTSTANDING
SHARES OF SEAVIEW UNDERWATER RESEARCH, INC., A FLORIDA CORPORATION, IN
EXCHANGE FOR 5,000,000 SHARES OF THE COMPANY'S RESTRICTED COMMON STOCK AND
$250,000 CASH. NO BANK LOANS WERE INVOLVED IN THE PURCHASE.
THE CURRENT OFFICERS AND DIRECTORS OF REGISTRANT RESIGNED AND THE FOLLOWING
OFFICERS AND DIRECTORS WERE APPOINTED TO FILL THE VACANT TERMS UNTIL THE NEXT
ANNUAL ELECTION OF OFFICERS AND DIRECTORS:
RICHARD L. MCBRIDE, PRESIDENT & DIRECTOR
JAMES COX, SECRETARY, TREASURER & DIRECTOR
MILES GOULD, DIRECTOR
FRED LESLIE, DIRECTOR
CHARLES CATO, DIRECTOR
BRAD GOULD, DIRECTOR
(1) (2) (3) (4)
TITLE OF NAME/ADDRESS AMOUNT AND NATURE OF PERCENT OF
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------- ------------------- -------------------- ----------
COMMON RICHARD L. MCBRIDE 6,530,000 SHARES (1) 64%
(1) 3,830,000 OF THESE SHARES WERE ISSUED IN CONNECTION WITH THE MERGER/
REORGANIZATION AND 2,700,000 SHARES WERE ISSUED PURSUANT TO A PROFESSIONAL
SERVICES AGREEMENT BETWEEN MR. MCBRIDE AND REGISTRANT, DATED MARCH 25, 1999.
(SEE EXHIBIT 2(A) ATTACHED HERETO.)
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THERE ARE NO ARRANGEMENTS OR UNDERSTANDINGS AMONG MEMBERS OF BOTH THE FORMER AND
NEW CONTROL GROUPS AND THEIR ASSOCIATES WITH RESPECT TO THE ELECTION OF
DIRECTORS OF OTHER MATTERS.
(C) EXHIBITS:
EXHIBIT NO. 2(A) - PROFESSIONAL SERVICES AGREEMENT
SIGNATURES
==========
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
SEAVIEW UNDERWATER RESEARCH, INC.
DATED: APRIL 14, 1999 BY: /S/ RICHARD L. MCBRIDE, PRESIDENT
RICHARD L. MCBRIDE,
PRESIDENT & DIRECTOR
EXHIBIT 2(A)
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (AAGREEMENT@) IS MADE EFFECTIVE THIS
25TH DAY OF MARCH, 1999, BY AND BETWEEN, RICHARD L. MCBRIDE, A UNITED STATES
CITIZEN AND RESIDENT OF THE STATE OF FLORIDA (ACONSULTANT@) AND, SEAVIEW
UNDERWATER RESEARCH, INC., A FLORIDA CORPORATION (ACOMPANY@), WHOSE RESPECTIVE
ADDRESSES ARE DESCRIBED BELOW UNDER SECTION 11(E), WITH RESPECT TO THE
FOLLOWING:
RECITALS
WHEREAS, CONSULTANT IS OFFERING TO COMPANY GENERAL BUSINESS CONSULTING
SERVICES; AND
WHEREAS, COMPANY WISHES TO RETAIN CONSULTANT TO ASSIST COMPANY IN, AMONG
OTHER THINGS, ITS DAY-TO-DAY BUSINESS OPERATIONS.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS, AND
AGREEMENTS CONTAINED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND ADEQUACY OF WHICH IS EXPRESSLY ACKNOWLEDGED BY COMPANY AND
CONSULTANT, THE PARTIES HEREIN HEREBY AGREE AS FOLLOWS:
1. ENGAGEMENT OF CONSULTANT.
CONSULTANT HEREBY AGREES THAT IT SHALL USE ITS BEST EFFORTS TO ASSIST COMPANY
IN, AMONG OTHER THINGS, ITS DAY-TODAY OPERATIONS.
2. COMPENSATION.
COMPANY HEREBY AGREES THAT CONSULTANT SHALL BE COMPENSATED FOR ITS
CONSULTING SERVICES (ACONSULTING SERVICES@) RENDERED PURSUANT TO THIS AGREEMENT,
AS FOLLOWS:
I. COMPANY SHALL CAUSE TO BE ISSUED TO CONSULTANT 2,700,000 RESTRICTED SHARES
OF COMPANY=S COMMON STOCK.
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3. EXPENSES.
COMPANY AGREES TO ASSUME AND REIMBURSE ALL REASONABLE EXPENSES CONSULTANT
INCURS IN CONJUNCTION WITH THE RESPONSIBILITIES IN HIS POSITION AS CONSULTANT.
4. TERM OF AGREEMENT, EXTENSIONS AND RENEWALS.
UNLESS OTHERWISE AGREED TO WRITING BY THE PARTIES HEREIN, THIS AGREEMENT
SHALL HAVE A TERM OF THIRTY-SIX MONTHS (36) MONTHS (THE "INITIAL CONSULTING
PERIOD") FROM THE DATE OF EXECUTION ABOVE. THIS AGREEMENT MAY BE EXTENDED ON AN
ANNUAL BASIS (THE "EXTENSION PERIOD") BY MUTUAL AGREEMENT OF THE PARTIES
EXECUTED IN WRITING SPECIFYING THE COMPENSATION FOR THE EXTENSION PERIOD. SUCH
NOTICE OF EITHER EXTENSION OR TERMINATION SHALL BE IN WRITING AND SHALL BE
DELIVERED VIA U.S. CERTIFIED MAIL, WHEN APPLICABLE, EFFECTIVE TEN (10) DAYS
AFTER DELIVERY TO THE OTHER PARTY.
5. BREACH OF AGREEMENT.
COMPANY AGREES THAT FAILURE TO PAY CONSULTANT AS SPECIFICALLY SET FORTH IN
SECTION 2.I. OR FAILURE TO COMPLY WITH ANY SECTION HEREIN SHALL BE CONSIDERED A
BREACH OF THIS AGREEMENT AND SHALL, AT CONSULTANT=S OPTION, BE VALID GROUNDS TO
TERMINATE THIS AGREEMENT.
6. BEST EFFORTS BASIS.
CONSULTANT AGREES THAT IT WILL AT ALL TIMES FAITHFULLY, TO THE BEST OF ITS
EXPERIENCE, ABILITY AND TALENTS, PERFORM ALL THE DUTIES THAT MAY BE REQUIRED OF
AND FROM CONSULTANT PURSUANT TO THE TERMS OF THIS AGREEMENT.
7. COMPANY=S REPRESENTATIONS.
COMPANY REPRESENTS, WARRANTS, AND COVENANTS TO CONSULTANT THAT EACH OF THE
FOLLOWING ARE TRUE AND COMPLETE AS OF THE DATE OF THIS AGREEMENT:
A. CORPORATE EXISTENCE. COMPANY IS PRESENTLY A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE FLORIDA, AND THAT
RICHARD L. MCBRIDE, AS THE COMPANY=S SOLE OFFICER AND DIRECTOR, HAS FULL
CORPORATE POWER AND AUTHORITY AND ALL NECESSARY GOVERNMENTAL AUTHORIZATION TO
CARRY ON COMPANY BUSINESS AS IT IS NOW BEING CONDUCTED.
B. COMPANY=S AUTHORITY FOR AGREEMENT. THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN
DULY AUTHORIZED BY THE COMPANY. THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY COMPANY, AND CONSTITUTES THE VALID AND LEGALLY BINDING OBLIGATION
OF COMPANY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT
ENFORCEABILITY MAY BE SUBJECT TO OR LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR OTHER SIMILAR LAWS AFFECTING CREDITOR RIGHTS
GENERALLY. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREIN WILL NOT CONFLICT WITH OR RESULT IN ANY
VIOLATION OF ANY PROVISION OF COMPANY=S ARTICLES OF INCORPORATION OR BYLAWS. TO
THE BEST OF COMPANY=S KNOWLEDGE, AFTER DUE INQUIRY, THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN
WILL NOT CONFLICT WITH ANY MORTGAGE, INDENTURE, LEASE, CONTRACT, COMMITMENT,
AGREEMENT, OR OTHER INSTRUMENT, PERMIT, CONCESSION, GRANT, FRANCHISE, LICENSE,
JUDGEMENT, ORDER, DECREE, STATUTE, LAW, ORDINANCE, RULE, OR REGULATION
APPLICABLE TO COMPANY, OR ANY OF ITS PROPERTIES OR ASSETS.
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7. CONSENTS AND AUTHORIZATIONS. ANY CONSENT, APPROVAL, ORDER OR
AUTHORIZATION OF, OR REGISTRATION, DECLARATION, COMPLIANCE WITH OR FILING WITH
ANY GOVERNMENTAL OR REGULATORY AUTHORITY REQUIRED IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT TO PERMIT THE CONSUMMATION BY COMPANY
AND CONSULTANT OF THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE ACCOMPLISHED IN
A TIMELY MANNER AND IN ACCORDANCE WITH FEDERAL AND/OR STATE LAWS WHERE
APPLICABLE.
8. LITIGATION THERE ARE NO JUDICIAL OR ADMINISTRATIVE ACTIONS, SUITS,
PROCEEDINGS OR INVESTIGATIONS PENDING, OR TO THE KNOWLEDGE OF THE COMPANY,
THREATENED WHICH MAY RESULT IN ANY LIABILITY ON THE PART OF THE COMPANY OTHER
THAN WHAT HAS ALREADY BEEN DISCLOSED TO THE CONSULTANT.
9. IN CONSIDERATION OF MY BEING EMPLOYED BY SEAVIEW UNDERWATER RESEARCH,
INC., CONSULTANT HEREBY AGREES THAT DURING AND UPON THE TERMINATION OF MY
EMPLOYMENT AND NOTWITHSTANDING THE CAUSE OF TERMINATION, I SHALL NOT COMPETE
WITH THE BUSINESS OF THE COMPANY OR ITS SUCCESSORS OR ASSIGNS, AND SHALL NOT
DIRECTLY OR INDIRECTLY, AS AN OWNER, OFFICER, DIRECTOR, EMPLOYEE, CONSULTANT, OR
STOCKHOLDER, ENGAGE IN THE BUSINESS OF UNDERWATER TELEVISION VIDEO
MANUFACTURING, SALES OR MARKETING OR PARTICIPATE IN A BUSINESS SUBSTANTIALLY
SIMILAR OR COMPETITIVE TO THE BUSINESS OF THE COMPANY. THIS NON-COMPETE CLAUSE
SHALL BE IN FULL FORCE AND EFFECT FOR__ YEARS, COMMENCING WITH THE DATE OF
EMPLOYMENT TERMINATION.
10. MISCELLANEOUS.
A. AUTHORITY. THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT HAVE BEEN
DULY AUTHORIZED BY ALL REQUISITE CORPORATE ACTION. THIS AGREEMENT CONSTITUTES A
VALID AND BINDING OBLIGATION OF THE PARTIES HERETO.
B. AMENDMENT. THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY AN
INSTRUMENT IN WRITING EXECUTED BY THE PARTIES HERETO.
C. WAIVER. NO TERM OF THIS AGREEMENT SHALL BE CONSIDERED WAIVED AND NO
BREACH EXCUSED BY EITHER PARTY UNLESS MADE IN WRITING. NO CONSENT WAIVER OR
EXCUSE BY EITHER PARTY, EXPRESS OR IMPLIED SHALL CONSTITUTE A SUBSEQUENT
CONSENT, WAIVER OR EXCUSE.
D. ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS OF THE CONSULTANT UNDER THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND SHALL BE BINDING UPON ITS SUCCESSORS AND ASSIGNS. THERE SHALL
BE NO RIGHTS OF TRANSFER OR ASSIGNMENT OF THIS AGREEMENT BY COMPANY EXCEPT WITH
THE PRIOR WRITTEN CONSENT OF THE CONSULTANT.
NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY
PERSON OTHER THAN THE PARTIES AND THEIR SUCCESSORS, ANY RIGHTS OR REMEDIES UNDER
THIS AGREEMENT.
E. NOTICES. ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED BY THIS
AGREEMENT MUST BE IN WRITING AND SHALL BE DEEMED TO BE PROPERLY GIVEN WHEN
DELIVERED IN PERSON TO AN OFFICER OF THE OTHER PARTY, WHEN DEPOSITED IN THE
UNITED STATES MAILS FOR TRANSMITTAL BY CERTIFIED OR REGISTERED MAIL, POSTAGE
PREPAID, OR WHEN DEPOSITED WITH A PUBLIC TELEGRAPH CORPORATION FOR TRANSMITTAL
OR WHEN SENT BY FACSIMILE TRANSMISSION, CHARGES PREPAID PROVIDED THAT THE
COMMUNICATION IS ADDRESSED:
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I. IN THE CASE OF CONSULTANT TO:
RICHARD L. MCBRIDE
200 MADONNA BOULEVARD
TIERRE VERDE, FL. 33715
II. IN THE CASE OF COMPANY TO:
SEAVIEW UNDERWATER RESEARCH, INC.
4229 GULF BOULEVARD
ST. PETE BEACH, FLORIDA 33706
OR TO SUCH OTHER PERSON OR ADDRESS DESIGNATED BY THE PARTIES IN WRITING TO
RECEIVE NOTICE.
F. HEADINGS AND CAPTIONS. THE HEADINGS OF PARAGRAPHS ARE INCLUDED SOLELY
FOR CONVENIENCE. IF A CONFLICT EXISTS BETWEEN ANY HEADING AND THE TEXT OF THIS
AGREEMENT, THE TEXT SHALL CONTROL.
G. EFFECT OF PARTIAL INVALIDITY. IN THE EVENT THAT 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 PROVISIONS OF THIS AGREEMENT, BUT
THIS AGREEMENT SHALL BE CONSTRUCTED AS IF IT NEVER CONTAINED ANY SUCH INVALID,
ILLEGAL OR UNENFORCEABLE PROVISIONS.
H. CONTROLLING LAW. THE VALIDITY, INTERPRETATION, AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD
TO ITS LAW ON THE CONFLICT OF LAWS. ANY DISPUTE ARISING OUT OF THIS AGREEMENT
SHALL BE BROUGHT IN A COURT OF COMPETENT JURISDICTION. THE PARTIES EXCLUDE ANY
AND ALL STATUTES, LAW AND TREATIES WHICH WOULD ALLOW OR REQUIRE ANY DISPUTE TO
BE DECIDED IN ANOTHER FORUM OR BY OTHER RULES OF DECISION THAN PROVIDED IN THIS
AGREEMENT.
I. ATTORNEY FEES. IF ANY ACTION AT LAW OR IN EQUITY, INCLUDING AN ACTION
FOR DECLARATORY RELIEF, IS BROUGHT TO ENFORCE OR INTERPRET THE PROVISIONS OF
THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE
ATTORNEY FEES, COURT COSTS, AND OTHER COSTS INCURRED IN PROCEEDING WITH THE
ACTION FROM THE OTHER PARTY. THE ATTORNEY FEES, COURT COSTS OR OTHER COSTS, MAY
BE ORDERED BY THE COURT IN ITS DECISION OF ANY ACTION DESCRIBED IN THIS
PARAGRAPH OR MAY BE ENFORCED IN A SEPARATE ACTION BROUGHT FOR DETERMINING
ATTORNEY FEES, COURT COSTS, OR OTHER COSTS. SHOULD EITHER PARTY BE REPRESENTED
BY IN-HOUSE COUNSEL ALL PARTIES AGREE THAT PARTY MAY RECOVER ATTORNEY FEES
INCURRED BY THAT IN-HOUSE COUNSEL IN AN AMOUNT EQUAL TO THAT ATTORNEY=S
REASONABLE FEES FOR SIMILAR MATTERS, OR, SHOULD THAT ATTORNEY NOT NORMALLY
CHARGE A FEE, BY THE REASONABLE RATE CHARGED BY ATTORNEYS WITH SIMILAR
BACKGROUND IN THAT LEGAL COMMUNITY, CONSIDERING ALL RELEVANT FACTORS INCLUDING
BUT NOT LIMITED TO THE SPECIALTY OR SPECIALIZATIONS, IF ANY, OF THE LEGAL
SUBJECTS REQUIRED.
J. TIME IS OF THE ESSENCE. TIME IS OF THE ESSENCE OF THIS AGREEMENT AND OF
EACH AND EVERY PROVISION HEREOF.
<PAGE>
K. MUTUAL COOPERATION. THE PARTIES HERETO SHALL COOPERATE WITH EACH OTHER
TO ACHIEVE THE PURPOSE OF THIS AGREEMENT, AND SHALL EXECUTE SUCH OTHER AND
FURTHER DOCUMENTS AND TAKE SUCH OTHER AND FURTHER ACTIONS AS MAY BE NECESSARY OR
CONVENIENT TO EFFECT THE TRANSACTIONS DESCRIBED HEREIN.
L. INDEMNIFICATION. COMPANY, COMPANY AND CONSULTANT AGREE TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE OTHER FROM AND AGAINST ALL DEMANDS, CLAIMS,
ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING WITHOUT
LIMITATION, INTEREST, PENALTIES, COURT FEES, AND ATTORNEY FEES AND EXPENSES
ASSERTED AGAINST OR IMPOSED OR INCURRED BY EITHER PARTY BY REASON OF OR
RESULTING FROM A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT CONDITION OR
AGREEMENT OF THE OTHER PARTY TO THIS AGREEMENT. NEITHER PARTY SHALL BE
RESPONSIBLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES.
M. NO THIRD PARTY BENEFICIARY. NOTHING IN THIS AGREEMENT, EXPRESSED OR
IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON, OTHER THAN THE PARTIES HERETO
AND THEIR SUCCESSORS, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS
AGREEMENT, UNLESS THIS AGREEMENT SPECIFICALLY STATES SUCH INTENT.
N. FACSIMILE COUNTERPARTS. IF A PARTY SIGNS THIS AGREEMENT AND TRANSMITS AN
ELECTRONIC FACSIMILE OF THE SIGNATURE PAGE TO THE OTHER PARTY, THE PARTY WHO
RECEIVES THE TRANSMISSION MAY RELY UPON THE ELECTRONIC FACSIMILE AS A SIGNED
ORIGINAL OF THIS AGREEMENT. FURTHER, THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE
HEREIN ABOVE FIRST WRITTEN.
(ACONSULTANT@) RICHARD L. MCBRIDE
/S/ RICHARD L. MCBRIDE DATED: 3/25/99
SEAVIEW UNDERWATER RESEARCH, INC.
/S/ JAMES COX, DIRECTOR DATED: 3/25/99
