<PAGE> 1
Registration No.____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
STERLING WORLDWIDE CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 87-0438649
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) I.D. Number)
1301 N. Congress Avenue, Suite 135
Boynton Beach, Florida 33426
(Address, including zip code, of principal executive office)
Common Stock Underlying the Sterling Worldwide Corporation Employee
Stock Grant, Option and Award Plan
(Full Title of Plan)
Anne M.E. Greyling, President
Sterling Worldwide Corporation
1301 N. Congress Avenue, Suite 135
Boynton Beach, Florida 33426
(Name, address, including zip code of agent for service)
With copies to:
Frohling, Hudak & McCarthy, P.C.
425 Eagle Rock Avenue, Suite 200
Roseland, New Jersey 07068
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities To Be Price Offering Registration
Being Registered Registered Per Share(1) Price (1) Fee(1)
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share. 3,000,000 $10.00 $30,000,000 $9,090.91
</TABLE>
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. The price is based upon the average of the closing bid and ask
price of the common stock on October 28, 1997, as reported on the National
Association of Securities Dealers Automated Quotation system, adjusted for the
absence of volume trading.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of interests to be
offered or sold pursuant to the employee benefit plan described herein.
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The contents of the Sterling Worldwide Corporation employee stock grant,
option and award plan attached hereto as Exhibit C are incorporated herein by
reference.
The following table sets forth the number of shares of Common Stock issued
pursuant to the Company's Employee Stock Grant, Option and Award Plan and which
are to be registered for resale in accordance with the prospectus attached
hereto as Exhibit B, and incorporated herein by reference.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of covered by this
Selling Shareholder Prospectus
- ------------------- ----------
<S> <C>
Alan Berkun 200,000
1300 Veterans Memorial Hwy.
Hauppauge NY 11788
Jay Salyer, Esq. 100,000
1699 S. Federal Hwy.
Boca Raton FL 33432
Richard Gladstone 50,000
2200 Boca Raton Blvd.
Boca Raton FL 33431
John B.M. Frohling, Esq. 200,000
425 Eagle Rock Avenue
Roseland NJ 07068
TOTAL 550,000
</TABLE>
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
See "Sterling Worldwide Corporation Employee Stock Grant, Option and Award
Plan" attached hereto as Exhibit C.
3
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this registration
statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") containing audited financial statements for the Company's latest
fiscal year ended December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal period covered by the annual report
referred to in (a) above.
ITEM 4. DESCRIPTION OF SECURITIES.
Registrant has 500,000,000 shares of common stock authorized as of October
14, 1997, 51,045,326 shares issued and outstanding, par value $.001. This
registration statement shall cover the issuance of 3,000,000 shares of common
stock to employees, consultants, officers and directors of the Company.
Registrant has 10,000,000 shares of Preferred Stock, Class A authorized
and issued and outstanding as of October 14, 1997, par value $1.00.
Registrant has 490,000,000 shares of Preferred Stock, Class B authorized
but none issued and outstanding as of October 14, 1997, par value $.001.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
John Frohling, a member of the law firm Frohling, Hudak & McCarthy,
P.C. which firm is legal counsel to the Company, is to receive 200,000 shares of
the Company's common stock registered under this prospectus for past services
rendered and 300,000 shares for future services for a total of 500,000 shares
pursuant to the Consulting Agreement attached hereto as Exhibit G.
4
<PAGE> 5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In general, any officer, director, consultant, attorney, or employee or
agent of the Company may be indemnified against expenses, fines, settlements or
judgements arising in connection with a legal proceeding to which such person
is or was a party, as a result of such relationship, if that person's actions
were in good faith, were believed to be in the Company's best interest and were
not unlawful. Unless such person is successful upon the merits in such action,
indemnification may be awarded only after a determination by independent
decision of the board of directors, by legal counsel or by a vote of the
shareholders that the applicable standard of conduct was met by the person to
be indemnified.
The circumstances under which indemnification is granted in connection
with an action brought by or on behalf of the Company are generally the same as
set forth above; however, with respect to such actions, indemnification is
granted only with respect to costs actually incurred in connection with the
defense or settlement of the action. In such actions, the person to be
indemnified must have acted in good faith, in a manner believed to have been in
the Company's best interest and with respect to which such person was not
adjudged liable for negligence or misconduct.
Indemnification may also be granted pursuant to the terms of agreements
which may be entered into in the future or pursuant to a vote of shareholders or
directors. The law also grants the Company the power to purchase and maintain
insurance which protects its officers and directors against liabilities incurred
in their service in such positions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
N/A.
ITEM 8. EXHIBITS
EXHIBIT DOCUMENT
A. Opinion Re: Legality and Consent of experts;
B. Sterling Worldwide Corporation Prospectus dated October 28, 1997;
C. Sterling Worldwide Corporation Stock Plan adopted October 28, 1997.
D. Consulting Agreement between Sterling Worldwide Corporation and Alan
Berkun dated October 15, 1997.
E. Consulting Agreement between Sterling Worldwide Corporation and Jay
Salyer, Esq. dated October 2, 1997.
F. Consulting Agreement between Sterling Worldwide Corporation and
Richard Gladstone dated August 7, 1997.
5
<PAGE> 6
EXHIBIT DOCUMENT
G. Consulting Agreement between Sterling Worldwide Corporation and John
B.M. Frohling dated October 2, 1997.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) Include any additional or changed material information with
respect to the plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, treat each such post-effective amendment as
a new registration statement relating to the securities offered, and
the offering of the securities at that time shall be deemed to be
the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any
securities which remain unsold at the termination of the offering.
6
<PAGE> 7
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, on this 31st day of October, 1997.
STERLING WORLDWIDE CORPORATION
By: /S/ *
-------------------------------------------------
ANNE M.E. GREYLING, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the 28th day of October, 1997.
/S/ *
- ----------------------------------
ANNE M.E. GREYLING, Director
By: /S/ JOHN B.M. FROHLING
- ----------------------------------
JOHN B.M. FROHLING
Attorney-in-Fact
* John B.M. Frohling by signing his name thereto signs this Form S-8 on
behalf of the persons indicated above. An original power of attorney
authorizing John B.M. Frohling to sign this Form S-8 on behalf of Anne
M.E. Greyling and has executed.
7
<PAGE> 8
EXHIBIT INDEX
A. Opinion Re: Legality and Consent of experts;
B. Sterling Worldwide Corporation Prospectus dated October 28,
1997;
C. Sterling Worldwide Corporation Employee Stock Grant, Option
and Award Plan adopted October 28, 1997.
D. Consulting Agreement between Sterling Worldwide Corporation
and Alan Berkun dated October 15, 1997.
E. Consulting Agreement between Sterling Worldwide Corporation
and Jay Salyer, Esq. dated October 2, 1997.
F. Consulting Agreement between Sterling Worldwide Corporation
and Richard Gladstone dated August 7, 1997.
G. Consulting Agreement between Sterling Worldwide Corporation
and John B.M. Frohling dated October 2, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
1. The Company's annual report on Form 10-K for the fiscal year
ended 1996, incorporated by reference and previously filed
with the SEC.
2. The Company's quarterly Form 10-Q for the Quarter ended March
31, 1997, incorporated by reference and previously filed with
the SEC.
3. The Company's quarterly Form 10-Q for the Quarter ended June
30, 1997, incorporated by reference and previously filed with
the SEC.
4. The Company's Form 8-K filed on October 28, 1997 with the SEC.
8
<PAGE> 1
EXHIBIT A
(OPINION RE: LEGALITY AND CONSENT OF EXPERTS)
<PAGE> 2
FROHLING, HUDAK & MCCARTHY, P.C.
COUNSELLORS AT LAW
425 EAGLE ROCK AVENUE P.O. BOX 22888
SUITE 200 NEWARK, NJ 07101
ROSELAND, NJ 07068 (973) 622-2800
(973) 226-4600
FAX (973) 226-0969 PLEASE REPLY TO:
X ROSELAND
NEWARK
October 30, 1997
Securities & Exchange Commission
450 Fifth St., N.W.
Washington, DC 20549
Re: Sterling Worldwide Corporation
Registration on Form S-8
Dear Sirs:
We are securities counsel to Sterling Worldwide Corporation, a Nevada
corporation (the "Company"). We are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of 3,000,000
shares of Common Stock, $.001 par value, of the Company which may be issued from
time to time pursuant to the terms of the Company's Stock Plan and certain other
individual plans.
We have examined such instruments, documents and records, which we deem
relevant and necessary in order for us to render the opinion below. In such
examination, we have assumed the genuiness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 3,000,000 shares
of common stock which may be issued are duly authorized shares of the Company's
Common Stock, and when issued shall be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement referred to above and the use of our name wherever it
appears in said registration statement.
Very truly yours,
FROHLING, HUDAK & McCARTHY, P.C.
<PAGE> 3
BERKOVITS & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
8211 WEST BROWARD BOULEVARD - SUITE 340
PLANTATION, FLORIDA 33324
(954) 475-3199
DADE (305) 944-9326
FAX (954) 472-2308
(800) 686-3521
http//www.berkovits-cpa.com
Consent of Independent Certified Public Accountants
As independent certified public accountants, we hereby consent to the
incorporation by reference in this form S-8 of our report dated July 28, 1997,
Sterling Worldwide Corporation.
Plantation, Florida
October 6, 1997
11
<PAGE> 1
EXHIBIT B
(STERLING WORLDWIDE CORPORATION
PROSPECTUS DATED OCTOBER 28, 1997)
<PAGE> 2
STERLING WORLDWIDE CORPORATION
A NEVADA COMPANY
PROSPECTUS
3,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE
Sterling Worldwide Corporation, (the "Company") is a development-stage
corporation in the business of acquiring equity positions in operating companies
primarily in the transportation and leisure fields including development
properties in resort areas located initially in the Bahamas and Florida. See
"BUSINESS OF THE COMPANY".
This prospectus covers the issuance of 850,000 shares to consultants and
the resale of 850,000 shares, as part of the 3,000,000 shares of the Common
Stock of the Company which may be issued from time to time pursuant to the terms
of Sterling Worldwide Corporation Employee Stock Grant, Option and Award Plan
(the "Sterling Stock Plan"). All expenses incurred in connection with the
preparation and filing of this prospectus and the related Registration Statement
are being borne by the Company.
Pursuant to the terms of the Sterling Stock Plan the Company may issue
awards, options or grants to individuals who perform special or extraordinary
services on behalf of the Company. Awards are reserved for individuals who have
been in the employment of the Company as an officer or director of or consultant
to the Company. All shares of stock issued as an award are forfeited in the
event employment is terminated prior to the expiration of one year from the date
of the Award. Individuals who are employees, officers or directors of, or
consultants to the Company are eligible to receive an option to purchase stock
pursuant to the terms of the Sterling Stock Plan. The exercise price is
determined by the Company's Board of Directors at the time of issuance. The
options are exercisable for two years and are non-transferable. Grants of the
Company's common stock are reserved for those individuals who have made
substantial contributions and shown loyal dedication to the Company as
determined by the Company's Board of Directors. Pursuant to the Sterling Stock
Plan the Company may grant a maximum of five hundred thousand (500,000) shares
of Common Stock as awards, one million two hundred fifty thousand (1,250,000)
options to purchase shares of common stock and one million two hundred fifty
thousand (1,250,000) shares of Common Stock as grants.
As part of the 3,000,000 shares of Common Stock underlying the Sterling
Stock Plan, this Prospectus covers shares of the Company's Common Stock which
may be issued to other consultants or advisors from time to time who have
rendered bona fide services to the Company. Such services rendered or to be
rendered pursuant to individual compensation plans (the "Individual Plans") have
been in the area of legal or other advisory services including consulting
<PAGE> 3
on such matters as potential acquisition and/or merger candidates, corporate
public relations, executive searches, marketing and other non-capital-raising
functions. Said shares will be sold in brokerage transactions on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), at the
prices prevailing at the time of such sales, and the commissions payable will be
the regular commissions of brokers for effecting such sales. The net proceeds to
the selling shareholders will be proceeds received by them upon such sales less
brokerage commissions.
The Shares are being offered on a "best efforts" basis by the selling
shareholders through independent broker-dealers which are members of the
National Association of Securities Dealers, Inc. and through other
non-broker-dealer transactions. The selling shareholders anticipate that they
will pay brokers' commissions of up to ten percent (10%) of the purchase price
of a share sold. The Company will, under certain circumstances, indemnify the
brokers from certain civil liabilities which may arise with respect to this
offering, including liabilities under the Securities Act.
THE SECURITIES OFFERED HEREBY INVOLVE A VERY HIGH DEGREE OF RISK AND
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.
THE SECURITIES OFFERED BY THIS PROSPECTUS HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION. HOWEVER, NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES BUREAU, COMMISSION OR OTHER REGULATORY
AUTHORITY HAVE PASSED UPON OR ENDORSED THE MERITS OF THIS PROSPECTUS OR THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, EXCEPT AS IS MADE AVAILABLE BY THE COMPANY PURSUANT TO THE ABOVE
UNDERTAKINGS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. SINCE THE DATE OF THIS PROSPECTUS, THE
COMPANY MAY HAVE SUPPLEMENTED THIS PROSPECTUS AND, THEREFORE, EACH PROSPECTIVE
INVESTOR SHOULD INQUIRE AS TO WHETHER ANY SUPPLEMENTS HAVE BEEN ISSUED, AND
SHOULD CAREFULLY REVIEW ANY SUCH SUPPLEMENTS.
--------------------
ii
<PAGE> 4
THIS PROSPECTUS DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING. THIS PROSPECTUS
CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE
SUMMARIZED HEREIN.
-----------------------
NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM MAY OR WILL BE
EMPLOYED IN THE OFFERING OF THE SHARES EXCEPT FOR THIS PROSPECTUS AND STATEMENTS
CONTAINED OR DOCUMENTS SUMMARIZED HEREIN AND SUMMARIES OF THIS PROSPECTUS WHICH
ARE DELIVERED TO AN OFFEREE SIMULTANEOUSLY WITH THIS PROSPECTUS. THE PUBLICATION
OR BROADCAST OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION THAT
MIGHT CONSTITUTE AN OFFER OR SALE OR A SOLICITATION OF SHARES, IN ANY NEWSPAPER,
MAGAZINE OR SIMILAR MEDIUM OR OVER TELEVISION OR RADIO IS NOT PERMITTED.
SEMINARS, MEETINGS, LETTERS, CIRCULAR, NOTICES AND ANY OTHER WRITTEN
COMMUNICATIONS THAT MIGHT CONSTITUTE AN OFFER OR SALE OR A SOLICITATION OF
INTEREST IN THE SHARES, ARE NOT PERMITTED OTHER THAN WITH PERSONS AND THEIR
ADVISORS WHOM THE COMPANY AND THOSE ACTING ON ITS BEHALF HAVE REASON TO BELIEVE
AND DO BELIEVE MEET THE MINIMUM STANDARDS FOR INVESTMENT IN THE SHARES REQUIRED
BY LAW AND THE TERMS OF THIS OFFERING.
iii
<PAGE> 5
STERLING WORLDWIDE CORPORATION
(A Nevada corporation)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY OF THE OFFERING..................................................... 1
TERMS OF THE OFFERING....................................................... 2
RISK FACTORS................................................................ 3
BUSINESS OF THE COMPANY..................................................... 7
MANAGEMENT..................................................................14
PRINCIPAL SHAREHOLDERS......................................................15
CERTAIN TRANSACTIONS........................................................16
DESCRIPTION OF COMMON STOCK.................................................16
DIVIDEND POLICY.............................................................17
CHARTER DOCUMENTS AND MATERIAL CONTRACTS....................................17
</TABLE>
<PAGE> 6
SUMMARY OF THE OFFERING
The following information is selective and qualified in its entirety by
the detailed information appearing elsewhere in this Prospectus. This summary of
certain provisions of the Prospectus is intended only for convenient reference
and does not purport to be complete. The entire Prospectus should be read and
carefully considered by prospective investors before making a decision to
purchase Shares.
THE COMPANY
The Company is a development-stage company in the business of acquiring
equity positions in operating companies in diverse businesses ranging from
transportation construction by joint ventures in Guangdong province in the
People Republic of China to real estate development in the United States to
travel and hotel and resort operation in the Caribbean. The Company has recently
acquired four entities which own and operate the Fort Thomas Hotel and Resort,
Basseterre St. Kitts and Nevis.
The Company's principal office is located at 1301 North Congress Avenue,
Boynton Beach, Florida 33126 and the companies European executive office is
located at 153 St. Johns Road, Tunbridge Wells Kent TN4 9UP. Anne M.E. Greyling,
the Company's President and Chief Executive Officer resides permanently in the
United Kingdom, and conducts the day to day affairs of the Company from the
United Kingdom offices.
THE OFFERING
These shares are being offered at the "market price" per Share on the date
of the sale.
TERMS OF THE OFFERING
Shares of Common Stock outstanding before Offering is 51,045, 326 shares
of Common Stock.
The authorized Common Stock of the Company is 500,000,000 Common Shares (Par
Value of One Mil [$0.001]).
1
<PAGE> 7
The Company has 10,000,000 shares of Preferred Stock, Class A authorized and
issued and outstanding as at date hereof.
The Company has 490,000,000 shares of Preferred Stock, Class B authorized but
none issued and outstanding as at date hereof.
TERMS OF THE OFFERING
SECURITIES OFFERED
The selling shareholders are offering up to 550,000 Shares presently at a
purchase price of the market price on the date of sale. All shares of Common
Stock have one vote per share on all matters to be voted upon by the
stockholders. The holders of Common Stock have no preemptive, subscription,
conversion or redemption rights. Upon liquidation, dissolution or winding-up of
the Company, the holders of Common Stock are entitled to participate ratably in
all of the assets of the Company that are legally available for distribution
after payment in full to creditors.
PRICE OF THE OFFERING.
The Shares are being offered on a best efforts basis by the selling
shareholders. The selling shareholders may also engage Selected Dealers to sell
the Shares. The Company will pay selling commissions to participating Selected
Dealers up to ten percent (10%) of the purchase price of Shares sold by them and
will, under certain circumstances, indemnify participating Selected Dealers
against certain civil liabilities, including liabilities arising under the
Securities Act, which may arise in connection with this offering as a result of
disclosures for which the Company is responsible.
The offering price will be at the market price on the day of sale from time
to time. The Company's common stock is traded on the NASDAQ Bulletin Board,
under the symbol "STWW". On October 29, 1997, the Company's stock closed at
$11.00 per share. The stock has traded at a high of $14.00 per share and low of
$11.00 for the fiscal quarter ended September 30, 1997. There has been limited
trading in the market.
2
<PAGE> 8
RISK FACTORS
The Shares offered hereby are subject to the risks inherent in a
speculative venture. A purchase of Shares involves a very high degree of risk.
Prior to making an investment decision, prospective investors should carefully
consider the following risk factors, along with other information in this
Prospectus. The number and nature of all possible risks cannot be ascertained;
prospective investors must recognize that almost any kind of adversity may
preclude the achievement of stated objectives of the Company, preclude positive
operating results and/or result in a total loss of investment. Prospective
investors unable or unwilling to assume a very high degree of risk must not
consider a purchase of Shares.
1. Dependence upon Offering - Burden on Private Investors Insignificant
Working Capital. The Company presently has minimum working capital. Its ability
to continue its proposed operations and operate as a going concern with its
various business interests is contingent upon the successful conclusion of the
Company's intended Offerings and the receipt of the net proceeds therefrom and
its ability to raise additional funds as needed.
2. New Management and Operations. The Company has only recently been under
the control of the present management and ownership which acquired its interest
in the Company in August 1997. Prior to December 1996, the Company was an
inactive Public company. Since that time the Company has acquired four entities
which own and operate the Fort Thomas Hotel and Resort in Basseterre, St. Kitts.
The 68-room resort sits on 7.33 acres and operates year-round to serve
convention clients, tourists and vacationers. Title to the resort consisting of
approximately 2.331 acres is vested in Fort Thomas Development Ltd. Title to the
6.451 acre parcel surrounding the Resort is vested in Limekiln Development Ltd.
Fort Thomas Management Company Ltd. is the operator of the resort. Mado
Investment Company, Ltd. owns 10,000 of the issued and outstanding shares of
each of the forgoing three corporations.
3. No Record of Earnings. To date the Company has not realized any
significant revenues from operations and has been involved in identifying
potential acquisitions, negotiating with said targets and entering into certain
agreements, none of which has resulted in any income, but all of which have
required significant investment of time and capital. There is no significant
information available upon which to base any assumption that the Company's plans
will either materialize or prove successful. If the Company's plans prove to be
unsuccessful, Investors will lose all or a substantial part of their investment.
3
<PAGE> 9
4. Additional Financing Will be Required. The Company's business
opportunities require the investment of substantial additional funds in order to
complete development and/or to reorganize and operate the particular entity.
Accordingly, the success of the Company will depend upon its ability to arrange
for substantial funding from any source and, if available, that the rate of
interest for such funds or the terms and conditions of obtaining such funds will
be acceptable to the Company. The absence of such additional funds could cause
the Company to lose all or part of its investment in its business ventures and
could cause investors to lose all or part of their investment in the Company.
5. Lack of Capital May Result in Loss of Control of Investments. The lack
of capital may result in the Company giving up a significant part of its rights
to a third party in order to raise the funds necessary to satisfy its
obligations under the Joint Venture Agreements relating to the Transportation
Construction project in the Peoples Republic of China. The Company will attempt
to raise the required capital via a debt offering to be undertaken by the
Company's subsidiary LY Transport Construction Ltd. Due to the lack of operating
history and credit rating the Company anticipates that it may be required to
give up a substantial portion of equity resulting in a loss of control in favor
of a third party which has the ability to provide the capital required. The
Company intends to negotiate with third parties to provide the capital which may
result in the Company becoming a minority interested partner in the ventures. In
the event that the Company is unable to raise the substantial amount of capital
required, the Company would lose the right to participate in the Joint Ventures.
6. Competition. The Company has and will continue to have numerous
competitors and potential competitors in the various businesses in which it
invests which competitors will have considerably greater financial resources
than the Company. The leisure travel industry, for example, is highly
competitive, dominated by several much larger businesses than Sterling, which
possess much larger staffs, greater financial resources and longer histories
than Sterling. The Company on its own may not be able to compete in the markets
in which it intends to do business as its competition is better established and
has greater resources. Other Companies have long, established track records at
raising large sums of capital and have established business relationships with
financial institutions which are superior to that of the Company.
The Company's past history of limited operations and lack of capital will
add to the difficult task of attracting sufficient
4
<PAGE> 10
capital to implement the Company's plans to engage in Joint Ventures in the
Transport Construction fields in Guangdong Province Peoples Republic China as
the Company's ability to participate in these ventures is contingent upon
arranging financing of approximately $320,000,000. There can be no assurance
given that the Company will be able to secure such financing.
7. Dependence Upon Inexperienced Management. The Company's management has
no experience in the field of Transportation Construction-related ventures and
has no experience in the Asian markets, particularly China. The Company must
therefore rely on the existing management of LY Transportation Construction
Ltd., the joint venture partners located in China, or hire additional
experienced executives and management personnel who may not be available at
affordable cost.
8. Governmental Regulation. The Company believes that the approval of the
Joint Ventures Agreements and the permission to invest the capital to construct
the transportation related projects in Guangdong Province will require approval
by the central Government of the People Republic of China and while the Chinese
officials at the local government level have given assurances that such approval
will be granted, as of this filing, no such approval has been obtained. The
Company anticipates that once it has obtained the financing for the joint
venture projects that the necessary approvals will be granted. The Company makes
no representation as to the outcome of the required governmental approval
process.
With respect to the Company's real estate properties in St. Kitts, all
necessary permits have been obtained for the future development of the purposed
resort condominium hotel and casino project.
9. Difficulties in International Management and Operations. The Company
will encounter difficulty in operating internationally in pursuing the
transportation construction projects located in Guangdong Province in the People
Republic of China due to the great difference in cultures and language. The
Company will rely on joint venture partners for the smooth operation of the
joint venture projects as the various proposed acquisitions of real estate are
located on different continents and are far removed from each other
geographically.
The lack of capital available to expand and implement the Company's
business plan to open additional offices internationally will restrict or delay
the planned expansion until such time as the Company raises additional capital.
5
<PAGE> 11
10. Company's Business Subject to Contingencies. The Company's ability to
continue to achieve its business plans is subject to various contingencies such
as the Company's ability to operate its business successfully and attract
additional debt or equity funds to fund the acquisitions and operations of the
Company. The Company's businesses may also be affected by political events which
may occur in China over which the Company has no control.
11. No Cumulative Voting. The Company's Articles of Incorporation do not
authorize cumulative voting for the election of directors. The current
shareholders will continue to own or control almost all of the outstanding
shares of the Common Stock of the Company upon completion of this offering, and
thus will be in a position to elect a majority of the Company's Board of
Directors who in turn appoint all Company Officers. In addition, LaSalle Group,
Ltd., a Cayman Island holding company that owns and controls the majority of the
company's common stock, also owns all of the 10,000,000 shares of Class A
Preferred Stock. Said shares have superpriority voting rights of 100,000 votes
per share and consequently the holder controls the majority of the voting rights
of the Company and will have the right to appoint the directors and officers of
the Company.
12. Benefits to be Realized by Current Shareholders. If the future
operations of the Company are successful, the present controlling shareholders
will realize substantial benefits from growth of the Company. If future
operations are unsuccessful, investors may sustain a material loss of their
investment in the shares.
13. Limited Liability of the Company's officers and directors. In certain
circumstances, the officers and directors may be entitled to certain
indemnification. Therefore, there is a risk that the Company's assets could be
used to satisfy liabilities of, or indemnify its officers and directors. In the
view of the Securities and Exchange Commission, indemnification for liabilities
arising under the Federal Securities laws is against public policy.
14. No Dividends Anticipated. The Company has not paid any dividends upon
its Common Stock since its inception and, by reason of its present financial
status and its contemplated financial requirements, does not anticipate paying
any dividends upon its Common Stock in the foreseeable future. In this regard,
the Company intends to retain earnings for the foreseeable future for use in the
operation and expansion of its business. See "DIVIDEND POLICY."
6
<PAGE> 12
15. Lack of Registration Under Securities Laws. The Shares are not
being registered under applicable state securities laws. Purchasers of Shares
may have difficulty selling the Shares should they desire to do so, and may be
prohibited by applicable state law from doing so for a period of time.
BUSINESS OF THE COMPANY
THE COMPANY
The Company was organized under the laws of the State of Utah on May 2,
1986 under the name of "Koala Capital Corporation". The Company was subsequently
reorganized under the laws of the State of Nevada on December 30, 1993. On
October 28, 1996, the Company's name was changed to Sterling Worldwide
Corporation. The initial purpose of the Company was to engage in the business of
investing and all other lawful business.
On December 24, 1996 the Company concluded a transaction whereby the
Company acquired 585,000 share of common stock or 86.4% of Travelnet
International in exchange for the issuance of 12,400 shares of restricted common
stock in the name of Laurie Doll Gladstone. Travelnet International owns and
operates Sterling Travel, an operating travel agency with unique characteristics
and profit generating aspects. Sterling actively recruits outside, independent
travel consultants. Presently, there are about 1,000 Sterling Travel affiliates
who sell travel products to their corporate and individual clients nationwide.
Other Sterling Travel products include commercial saber software, professional
travel services, reference materials, training seminars, long distance services,
Internet virtual mall sites (retail Storefronts), and other profit products
carried by Sterling cruise and tour departments. Sterling AKG Corporation is a
wholly-owned subsidiary of Travelnet International.
The Company intends to continue to seek out the acquisition of assets,
property or business that may be beneficial to it and its stockholders. The
Company intends to concentrate on seeking opportunities in developing travel
business and resort/casino hotels on the east coast and Caribbean. In
considering whether to complete any such acquisition, the Board of Directors
shall make the final determination, and the approval of stockholders will not be
sought unless required by applicable law, the Company's Articles of
Incorporation, or its Bylaws.
7
<PAGE> 13
On August 13, 1997, in a related-party transaction, the Company
acquired 100% of the issued and outstanding stock of LY Transportation
Construction Ltd., a BVI company, and four corporate entities to be known as
Natural Park Bahamas Ltd., Natural Park S.A. Ltd., Natural Park Alaska, Inc.,
and Natural Park US, Inc. in exchange for the issuance of 10,000,000 shares of
Class A Preferred Stock of $1.00 par value and 50,000,000 shares of newly issued
restricted common stock of the Company.
LaSalle Group, Ltd. is wholly owned by Anne M.E. Greyling, a resident
of the United Kingdom. LaSalle currently owns approximately ninety-eight (98%)
of the Company's outstanding common stock and 100% of the Class A Preferred
Stock.
Commencing in August 1997 the Company relocated its corporate office to
Boynton Beach Florida and commenced a search for strategic opportunities. Since
August 1997 significant transactions have been evaluated and consummated.
LY Transport Construction Ltd., a British Virgin Island company, became
a wholly owned subsidiary of Sterling and has been organized to engage in three
joint ventures in China which are transport-related construction projects. Each
joint venture has been entered into with a Chinese development corporation that
is an agency of the Guangdong provincial government of the People's Republic of
China.
THE TRANSPORTATION CONSTRUCTION PROJECTS
Construction of a toll road/expressway, a short haul railroad, and
expansion of existing port facilities in Guangdong Province, People's Republic
of China requires in total an estimated $330,000,000 in financing, which the
Company intends to raise in the form of a bond offering or a combination of a
debt/equity offering. The Company is investigating the possibility of financing
these projects in Hong Kong, Europe, the United Kingdom and the Unites States
where the financial markets have been receptive to the financing of similar
projects. The Asian currency markets have experienced recent market declines
against the United States Dollar and sharp declines in the stock indexes. The
Company anticipates that these recent events will have an adverse effect on the
Companies capital raising efforts and there can be no assurances that the
Company will be successful in obtaining the required financing or be able to
complete the projects.
8
<PAGE> 14
a. YANGJIANG - YANGCHUN RAILWAY. (the "Rail Line")
This Rail Line will consist of 63.21 Kilometers of ll-class single
track. The Rail Line will begin at the junction of the Guanghzhou-Shenzhen
Railway, a major Government operated East-West railroad at Yangchun, and
continue southward to Yangjiang Port. There are five stations on this line.
Inbound and outbound freight via Yangjiang Port will not be restricted by the
current port capacity since a collateral project will provide for the expansion
of berth, warehouse and a bulk unloading capacity.
b. YANGJIANG PORT FACILITIES.
Yangjiang Port commenced operation in 1992. Due to the rapid growth in
Guangdong Province and the construction of the Yangjiang-Yangchum Railway, a
significant increase in handling capacity is required. Current capacity is 1.03
million tons per year. Due to the completion of the Louding Power Plant in 2000,
coal imports alone will increase to 3.5 million tons annually. Copper ore will
increase to 600,000 tons and containers will reach 250,000 metric tons.
This project will construct two berths, a fifth warehouse, and bulk
commodity handling facilities for coal importation and cement/ore export. Land
has been acquired and four warehouses have been constructed. Two berths are
already in operation with two container cranes and two bucket bulk unloaders.
c. GUANGDONG TOLL ROAD/EXPRESSWAY.
This project provides for the construction and placement into service
of the Guangdong Western Coastal Expressway. The Yangjiang Section is
approximately 44.1 kilometers in length and the Baish-Hailing Island First Class
Road is 17 kilometers. In total there are six bridges and eight interchanges.
The Western Coastal Expressway will commence in Hong Kong, pass through Macao
and head in a western direction. The Yangjiang Section joins at the Eastern End
of Guangdong Province and joins the National Road 325.
Guangdong Province lies in the Southeast of China, adjacent to Hong
Kong and Macao. These projects are administered by a Chinese government agency
comprised of members of the local and city governments. The respective
governments guarantee return of capital and a minimum return of 14% to LY
Transportation Construction Ltd. Economic growth in this region is forecast at
14% annually on the capital invested commencing one year after
9
<PAGE> 15
completion of the project and annually thereafter. Such payment will be made in
U.S. funds, net of all taxes. Further, LY Transportation Construction Ltd. has
no responsibility for the construction cost overruns or operating losses. Upon
conclusion of the joint venture and payments of all sums due, the assets will
become the sole property of the local joint venture partner.
THE FORT THOMAS RESORT
On September 9, 1997 the Company acquired four corporate entities
incorporated in St. Kitts and Nevis, West Indies which own, operate and manage
the Fort Thomas Hotel and Resort located at Bassetterre, St. Kitts. Acquired
from foreign entities controlled by non US citizens the entire transaction was
conducted and closed outside of the United States. The purchase price of
$10,000,000 was satisfied by the issuance of 513,914 shares of common stock
issued under Regulation S of the Securities Act of 1933, as amended and 513,914
shares of restricted common stock of the Company each valued at $10.00 per
share.
The 68-room resort sits on 7.33 acres and operates year round to serve
convention clients, tourists and vacationers. Title to the resort consisting of
approximately 2.331 acres is vested in Fort Thomas Development Company Ltd.
Title to the 6.451 acre parcel surrounding the resort is vested in Limekiln
Development Ltd. Fort Thomas Management Company Ltd. is the operator of the
Resort. Mado Investment Company Ltd. owns 10,000 of the outstanding shares of
each of the foregoing three corporations.
Further, development of the St. Kitts property is in the advanced
planning stages. All necessary government approvals and building permits for the
construction of the Fort Thomas Hotel were obtained and have been ready for
execution since January 8, 1997, including the approval to add an additional
floor to the existing facility. Also the government approval for the
construction of an additional 200 rooms has been obtained and a casino license
has been obtained contingent upon completion of the construction of the 200
rooms.
Qualification of the Fort Thomas Hotel and Resort as a prescribed
investment under the Economic Citizenship Program of St. Kitts will enable
individuals who wish to have a second passport or desire to change citizenship
to qualify upon the purchase of a condominium unit at the Fort Thomas Hotel and
Resort.
10
<PAGE> 16
The Company intends to commence marketing of the resort condominium
units immediately via the recently acquired International Investment Property
Inc. and Resort Marketing Group.
OTHER TRANSACTIONS
The Company is currently working on developing an international network
of independent travel agencies that will operate under the name of STERLING
WORLDWIDE TRAVEL. The Company has entered into a licensing agreement with
Travelnet International Inc. (""Travelnet"), a Boca Raton, Florida-based travel
and marketing group. Under this license agreement the Company will develop the
Travelnet brand name to market a wide variety of travel-related products and
services, including discounted air fares, cruises, hotels, vacation packages,
time shares and car rentals. Marketing will be via a network of international
agencies and a marketing force of independent travel consultants who have
purchased the right to operate as independent travel consultants on behalf of
Travelnet. Travelnet is developing an interactive Internet directory and web
site so that travel consumers worldwide will be able to access these products
and services. In this manner Travelnet will strive to become the preeminent
marketer of travel-related products and services over the Internet.
The Company has recognized the importance of the Internet and
information technology-related business as an area with potential for
substantial future growth. For this reason, the Company has agreed to acquire,
subject to completion of due diligence, FINdex.com ("FINdex").
FINdex is an interactive Internet directory, with detailed information
on the products and services of financial services companies. Revenues are
derived from industry memberships, sponsorship and banner advertising.
Memberships are sold to financial institutions and financial services firms
worldwide. Existing management of FINdex will be retained to operate the
business.
The Company is currently negotiating for the acquisition of several
hotel and resort-related properties in the United States, Canada, South Africa,
the United Kingdom, the Bahamas, the Dominican Republic, South America,
elsewhere in the Caribbean,
and Bangkok, Thailand.
The Company has acquired Investment Properties International, a
commercial real estate investment and brokering business, and intends to expand
its commercial real estate brokerage operation
11
<PAGE> 17
internationally by establishing offices in South Africa, the United Kingdom, the
Bahamas, the Dominican Republic, Brazil, and Bangkok, Thailand.
The Company also acquired a Florida-based company, which specializes in
the marketing of resort condominiums and resort-related properties, and is
preparing to market resort condominiums properties in Orlando, Florida, Las
Vegas, Nevada, South Africa, the Dominican Republic, and the Caribbean. Due to
the expertise of the management of Resort Marketing Group Ltd., the Company
believes that Resort Marketing Group Ltd. will generate substantial revenues for
the Company during the 1998/1999 fiscal period.
Management of the Company believes that it will take substantial
additional investment to provide the capital necessary to pay the cost and
expenses of the Company's proposed expansion plans and to fund the corporate
overhead, legal, and general working capital requirements. As of yet no such
funds are available and no assurances can be given that the company will be able
to procure sufficient funds to carry out its business plans.
PROPERTIES
The Company does not own any real property but utilizes, at no cost to
the Company, approximately 1,000 square feet as corporate office at 1301 N.
Congress Ave., Suite #135, Boynton Beach, Florida 33426 leased by an affiliated
entity.
The Company acquired on September 1997 all of the shares of four
entities which own and operate the Fort Thomas Hotel and Resort located on the
Island of St. Kitts, West Indies and an undeveloped parcel of approximately 7
acres of waterfront land upon which the Company plans to develop 150 resort
condominium units subject to obtaining construction financing.
EMPLOYEES
The Company is an emerging growth company and as such currently has no
employees other than its officers, consultants and administrative assistants.
(See "MANAGEMENT"). The Company's management intends to use consultants,
attorneys and accountants as it deems appropriate.
12
<PAGE> 18
CONSULTANTS
The Company may from time to time during the course of its business
operations hire consultants with whom it may consult on various matters relating
to the business of the Company. Consultants may not be officers or directors of
the Company although they may be shareholders. The establishment of a consulting
team is not intended to be a delegation by the Company's officers' and
directors' power of management and control of the Company. The Company intends
to compensate such consultants with issuance of Common Stock when appropriate.
LEGAL PROCEEDINGS
On August 2, 1997, the Company agreed to transfer the Company's entire
interest in its operating subsidiaries, Travelnet International Corp. and
Sterling AKG Corp., to Laurie Doll Gladstone as part of an agreement pursuant to
which, among other things: (i) Ms. Gladstone was granted an irrevocable
three-year put option entitling her to put shares back to the Company in
exchange for $2,000,000 of the Company's ordinary shares, registered with the
Securities and Exchange Commission; and (ii) the Company agreed to the return to
Ms. Gladstone of such number of shares of the Company which would provide her
with 80% of the outstanding securities (on a fully diluted basis) of the Company
if the Company did not provide certified financial statements for the quarter
ended September 30, 1997 to Ms. Gladstone which presented U.S. $10,000,000 in
net assets (total assets less total liabilities) on the books of the Company as
at such date (the "Condition"). Ms. Gladstone contends that the resolutions of
the August 2, 1997 meeting contained resignations of the officers and directors
of the Company effective if the Condition was not met. Ms. Gladstone further
contends that the Company did not satisfy the Condition. The Company however,
believes that it was substantially in compliance by presenting to Ms. Gladstone
a certified statement from the accountant which did state that the Company had
booked $9,545,000 in assets as of September 30, 1997 which Ms. Gladstone
contends was not certified. As a result, a dispute exists with respect to the
ownership and control of the Company. The LaSalle Group had believed that an
oral compromise had been made to settle the dispute but Ms. Gladstone has denied
that any agreement was ever reached. The Company has been informed that on
October 2, 1997 a meeting of the Board of Directors of the Company was held in
which Mark Colacurcio was reappointed President and sole director of the
Company. Management of the Company prior to September 30, 1997 believes that it
is still the authorized management of the Company on the date hereof and
believes that Ms. Gladstone's only
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<PAGE> 19
right is to commence litigation. Management is in negotiations with Ms.
Gladstone and her representatives to resolve this matter amicably.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are set forth
below. None of the directors and executive officers are related to one another.
<TABLE>
<CAPTION>
NAME POSITION(S) HELD
- ---- ----------------
<S> <C>
Anne M.E. Greyling Director, President,
Chairman of the Board
Mary Duncan Secretary
</TABLE>
Set forth below are the backgrounds of the officers and directors of
the Company.
ANNE M.E. GREYLING is an experienced executive in real estate related
businesses. Ms Greyling has in excess of 25 years of experience in the
development, management and marketing of hotels, condominium projects,
timeshares, apartment complexes and single family homes as well as subdivision
development and construction.
MARY F. DUNCAN has served as Secretary since the inception of the Company. Over
the last five (5) years, she has served in similar administrative capacities for
several public companies.
EXECUTIVE COMPENSATION
Executive remuneration is set by the Board of Directors of the
Corporation. Officers and directors are reimbursed for expenses, if any,
incurred from time to time on behalf of the Company, but no such expenses shall
be reimbursed relative to this Offering. Officers and Directors are to be paid
reasonable compensation, including, but not limited to, salaries and bonuses, in
consideration of their employment with the Company or any of its operating
subsidiaries, consistent with their experience and performance. The Board of
Directors has established a stock option plan, stock grant and stock award plan
and may, in the future, establish employee stock ownership plans, pension and
profit
14
<PAGE> 20
sharing plans, etc., which plans inure to the benefit of the current and future
officers and directors of the Company. A total of 3,000,000 shares of Common
Stock have been registered for issue to officers, directors, consultants and
attorneys under this plan.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of the date hereof, information
regarding ownership of the Company's Common Stock by each person known by the
Company to be the beneficial owner of more than 5% of the Company's outstanding
Common Stock, by each director, by certain related shareholders, and by all
executive officers and directors of the Company as a group. All persons named
have sole voting and investment power over their share except as otherwise
noted.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER OR NUMBER OF PERCENTAGE OWNED
IDENTITY OF GROUP(1) SHARES OWNED BEFORE OFFERING
- -------------------- ------------ ---------------
<S> <C> <C>
Mary Duncan -0- -0-
1301 N. Congress Ave.
Boynton Beach, Florida
LaSalle Group, Ltd. 36,000,000 72%
153 St. Johns Road
Tunbridge Wells, Kent
United Kingdom
LY Transportation 12,000,000 24%
Construction Ltd.
c/o Commonwealth
Management Ltd.
Drake Chambers, Tortola
British Virgin Islands
</TABLE>
- ---------------------------
(1) Includes 12,000,000 Shares of Common Stock beneficially owned by LaSalle
Group, Ltd. and currently held by LY Transportation Construction Ltd. to be used
by LY as collateral for a bridge loan facility which LY is in the process of
seeking for the purpose of funding the initial capital requirement of the
Chinese Joint Ventures.
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<PAGE> 21
CERTAIN TRANSACTIONS
On August 13, 1997, in a related party transaction, the Company
acquired 100% of the issued and outstanding stock of LY Transportation
Construction Ltd., a British Virgin Island company, and four corporate entitles
to be known as Natural Park Bahamas Ltd., Natural Park S.A. Ltd., Natural Park
Alaska, Inc., and Natural Park US, Inc. in exchange for the issuance of
10,000,000 shares of Class A Preferred Stock of $1.00 par value and 50,000,000
shares of newly issued restricted common stock of the Company.
DESCRIPTION OF COMMON STOCK
The authorized capital common stock of the Company consists of
500,000,000 shares of Common Stock with Par Value of One Mil ($0.001). The
Holders of Common Stock (1) have equal ratable rights to dividends from funds
legally available thereto, when, as and if declared by the Board of Directors of
the Company; (2) are entitled to share ratably in all assets of the Company
available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; (3) do not have
preemptive, subscription or conversion rights, there being no redemption or
sinking fund provisions applicable thereto; and (4) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote at
all shareholder meetings. All shares of Common Stock now outstanding are fully
paid for and non-assessable; all shares of Common Stock which are the subject of
this Offering, when issued, will be fully paid for and non-assessable.
The Company has 10,000,000 shares of Preferred Stock, Class A
authorized and issued and outstanding as of October 29, 1997. The class A
Preferred Stock shall have superpriority voting rights of 100 votes per share
and that the holders of Class A shares shall have the right to elect the
majority of the directors to the board of the Company; and
The Company has 490,000,000 Shares of Preferred Stock, Class B
authorized but none issued and outstanding as of October 29, 1997. These shares
shall be non-voting and have a par value of $.001 per share and shall be
convertible into one share of common stock at a conversion rate of ten shares of
common stock for each Preferred Share surrendered.
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<PAGE> 22
DIVIDEND POLICY
The payment by the Company of dividends, if any, in the future rests
within the discretion of its Board of Directors and will depend, among other
things, upon the Company's earnings, capital requirements and financial
condition, as well as other relevant factors. No dividend has been declared or
paid by the Company since its inception and none is contemplated at any time in
the foreseeable future.
CHARTER DOCUMENTS AND MATERIAL CONTRACTS
The Company's Articles of Incorporation, Bylaws and all material contracts
are contained in the files of the Company and will be made available to
prospective investors or their representatives upon request.
Date: October 28, 1997
17
<PAGE> 1
EXHIBIT C
(STERLING WORLDWIDE CORPORATION EMPLOYEE
STOCK GRANT, OPTION AND AWARD PLAN DATED OCTOBER 28, 1997)
<PAGE> 2
STERLING WORLDWIDE CORPORATION EMPLOYEE STOCK GRANT, OPTION AND
AWARD PLAN
ARTICLE I
THE PLAN
1.1. Name. This plan shall be known as the "Sterling Worldwide Corporation
Employee Stock Grant, Option and Award Plan" (hereinafter the "Plan").
1.2. Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by:
(A) Affording to key personnel of the Company an opportunity to acquire
or increase their proprietary interest in the Company by the issuance to such
individuals of Awards or Options under the terms set forth herein. By thus
encouraging such individuals to become owners of Company shares, the Company
seeks to motivate, retain, and attract those highly competent individuals upon
whose judgment, initiative, leadership, and continued efforts the success of the
Company in large part depends; and
(B) Authorizing the Company to issue stock as Grants to those
individuals who have provided, or are expected to provide, valuable services to
the Company but are ineligible to receive an
Award or Option, all as provided under the terms set forth herein.
1.3. Effective Date. The Plan shall become effective upon approval by the
Board.
ARTICLE II
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(A) "Company" shall mean Sterling Worldwide Corporation.
(B) "Plan" shall mean Sterling Worldwide Corporation Employee Stock
Grant, Option and Award Plan, the terms of which are set forth herein.
<PAGE> 3
(C) "Stock" shall mean the Common Stock of the Company or, in the event
that the outstanding shares of Stock are hereafter changed into or exchanged for
shares of a different class of securities of the Company or some other
corporation, such other stock or securities.
(D) "Board" shall mean the Board of Directors of the Company.
(E) "Committee" shall mean the Compensation Committee of the Company.
(F) "Award(s)" shall mean an award or awards of Stock pursuant to the
provisions of Article VI hereof.
(G) "Awardee" shall mean an individual to whom an Award has been
granted hereunder.
(H) "Option(s)" shall mean an option or options to purchase Stock
pursuant to the provisions of Article VII hereof.
(I) "Optionee" shall mean an individual to whom an Option has been
granted hereunder.
(J) "Grant(s)" shall mean a grant or grants of Stock pursuant to the
provisions of Article VIII hereof.
(K) "Grantee" shall mean an individual to whom a Grant has been made
hereunder.
ARTICLE III
PARTICIPANTS
3.1. Eligibility. Subject to the express provisions of the Plan, any
permanent salaried employee, officer, director or consultant and any
other individual designated pursuant to this Plan, who renders
financial, legal, managerial, technical or professional services to or
for the benefit of the Company shall be eligible to participate in the
Plan. While all such individuals are eligible to participate in the
Plan, it is contemplated that only the individuals who perform special
or extraordinary services to the Corporation will receive Awards,
Options or Grants under this Plan.
<PAGE> 4
ARTICLE IV
ADMINISTRATION
4.1. Duties and Powers of the Board. The Plan shall be administered by the
Board unless delegated as provided for herein to the Compensation
Committee. Subject to the express provisions of the Plan, the Board
shall have the authority to determine from among eligible individuals
those to whom, and the time or times at which, Awards, Options or
Grants may be issued and the number of shares of Stock to be subject to
each Award, Option or Grant. Subject to the express provisions of the
Plan, the Board shall also have authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, and
to make all other determinations necessary or advisable in the
administration of the Plan.
4.2. Majority Rule. A majority of the members of the Board shall constitute
a quorum, and any action taken by a majority of the members present at
a meeting at which a quorum is present, or any action taken without a
meeting evidenced by a writing executed by a majority of the whole
Board, shall constitute the action of the Board.
4.3. Compensation Committee. The Board of Directors shall form a committee
of no fewer than three (3) of its members, except that if there are
fewer than three directors on the Board then the committee shall be
comprised of one director; the committee shall exercise its right and
assume all of its duties prescribed hereunder including the awarding of
grants awards and options.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1. Limitations. The maximum number of shares of Stock that may be issued
as an Award(s) under Article VI herein is five hundred thousand
(500,000), the maximum number of shares of Stock that may be subject to
an Option(s) under Article VII herein is one million two hundred fifty
thousand (1,250,000) and the maximum number of shares of Stock that may
be issued as a Grant(s) under Article VIII herein is one million two
hundred fifty thousand (1,250,000), subject to adjustment pursuant to
the provisions of Article V, Section 5.3 herein. Such shares of Stock
may be either authorized and unissued Stock or Stock issued and
thereafter reacquired by the Company.
<PAGE> 5
5.2. Awards and Options Issued Under Plan. If Stock issued as an Award is
reacquired by the Company, or if an Option terminates for any reason
without being wholly exercised, new Awards or Options may be issued
hereunder covering the number of shares of Stock to which such
reacquisition or termination relates.
5.3. Anti-dilution. In the event that the outstanding shares of Stock are
hereinafter changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by
reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock
split-up, or stock dividend:
(A) The aggregate number and kind of shares of Stock subject to Awards,
Options and Grants which may be issued hereunder shall be adjusted
appropriately;
(B) Rights under outstanding Options granted hereunder, both as to the
number of subject shares of Stock and the Option price, shall be adjusted
appropriately;
(C) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is involved,
each outstanding Option granted hereunder shall terminate, but the Optionee
shall have the right, immediately prior to such dissolution, liquidation,
merger, or combination, to exercise his/her Option in whole or in part, to the
extent that it shall not have been exercised;
(D) Such new, additional or different shares or securities which are
distributed to an Awardee, in his/her capacity as the owner of Stock issued as
an Award under Article VI herein, or to an Optionee, in his/her capacity as the
owner of Stock acquired by exercise of an Option under Article VII herein, shall
be subject to all the conditions and restrictions applicable to Stock as herein
provided; and
(E) The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Board or Compensation
Committee and any such adjustment may provide for the elimination of fractional
share interests.
<PAGE> 6
ARTICLE VI
AWARDS
6.1. Award. Each Award granted hereunder shall be evidenced by minutes of a
meeting or the written consent of the Board or the Compensation
Committee, approving of said grant.
6.2. Participation Limits. An Awardee must be in the employ of the Company
as an employee, officer, director of, or consultant to, the Company
prior to receiving an Award hereunder.
6.3. Forfeitability of Stock. All shares of Stock issued as an Award under
the provisions of this Article VI shall be forfeited and immediately
returned to the Company upon the termination of employment of the
Awardee with the Company prior to the expiration of two (2) years from
the date of the Award. With respect to shares of Stock issued as an
Award to a consultant who is not an employee, the Board, at the time of
the Award, shall establish a performance index directly related to the
services to be performed by the consultant. All shares of Stock issued
to an Awardee who is a consultant shall be forfeited and immediately
returned to the Company upon the failure to satisfy or the violation of
such performance index prior to the expiration of two (2) years from
the date of the Award.
6.4. Transfer of Stock. Shares of Stock issued as an Award under this
Article VI may not be sold, transferred, assigned, alienated or
hypothecated for two (2) years period following the date of Award.
6.5. Assignment of Know-How. Any Award made pursuant to this Article VI is
specifically conditioned upon the Awardee executing such agreement
deemed necessary by the Board under which the Awardee agrees to assign
all know-how, patents and proprietary information developed while in
the Company's employ to the Company and agrees not to engage in any
activity, directly or indirectly, which can be considered to be in
competition with the Company's business while in the Company's employ.
6.6. Certificates. Stock certificates evidencing shares of Stock shall be
issued in the sole name of the Awardee and delivered to him, free of
any legend.
<PAGE> 7
6.7. Rights as Shareholder. Subject to the provisions of Section 6.3 herein,
upon issuance of a certificate for an Award of Stock hereunder, the
Awardee shall have the rights of a shareholder with respect to such
Stock, including the right to vote the shares of Stock and receive all
dividends and other distributions paid or made with respect thereto.
6.8. Forfeitability. In the event an awardee is dismissed for cause or
resigns prior to the expiration of two years after the date of the
award, such award will become null and void and will be canceled on the
books of the Company, and all certificates and documents shall be
returned by the awardee to the Company.
ARTICLE VII
OPTIONS
7.1. Option Grant and Agreement. Each option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Board
or Compensation Committee, approving of said grant, and by a written
Stock Option Agreement dated as of the date of grant and executed by
the Company and the Optionee, which Agreement shall set forth such
terms and conditions as may be determined by the Board or Committee
consistent with the Plan.
7.2. Participation Limits. An Optionee must be in the employ of the Company
as an employee, officer or director of, or consultant to the Company
prior to the grant of an Option to acquire Stock hereunder.
7.3. Exercise Price. The Option exercise price per share of Stock underlying
each Option shall be determined by the Board or Committee. The exercise
price shall be paid in cash, or on such other terms as the Board
otherwise determines. The Optionee shall pay all withholding tax
liability with respect to the exercise of any Option hereunder, if any.
7.4. Option Period. The period for the exercise of each Option shall
commence immediately upon the date of the grant of the Option and the
expiration date of each Option shall be two (2) years from the date of
the grant of the Option.
7.5. Option Exercise. An Option shall be deemed exercised upon the delivery
to the Company at its principal office, of the Optionee's written
notice of intent to exercise the Option, which notice shall specify the
number of shares to which the
<PAGE> 8
exercise relates, accompanied by payment in full for all shares of
Stock.
7.6. Nontransferability of Option. No Option shall be transferred by an
Optionee other than by will or the laws of descent and distribution,
subject to Section 7.7 below. During the lifetime of an Optionee the
Option shall be exercisable only by him.
7.7. Effect of Death. Notwithstanding anything contained herein to the
contrary, if the Optionee shall die prior to the date the Option is
exercised, then within sixty (60) days of the date of the Optionee's
death, the Optionee's estate shall have the right to exercise the
decedent's unexercised Option for that number of shares of Stock which
bears the same ratio as the number of whole calendar months from the
date of the grant of the Option to the date of the Optionee's death
bears to twenty-four (24).
7.8. Rights as Shareholder. An Optionee or his/her estate, as the case may
be, shall have no rights as a shareholder with respect to any shares of
Stock underlying an Option until the Option is exercised as provided
herein.
7.9. Forfeitability. In the event of termination of employment with the
Company of an Optionee prior to expiration of the Option, all
unexercised Options as of the date of termination shall be forfeited
and immediately returned to the Company.
ARTICLE VIII
GRANTS
8.1. Grant. Each Grant of Stock made hereunder shall be evidenced by minutes
of a meeting or the written consent of the Board or Compensation
Committee, approving of said grant.
8.2. Participation Limits. A Grantee must have made substantial
contributions and shown loyal dedication to the Company and be
ineligible to receive an Award or Option.
<PAGE> 9
ARTICLE IX
TERMINATION, AMENDMENT AND MODIFICATIONS OF PLAN
9.1. Termination, Amendment and Modifications of the Plan. The Board may at
any time and from time to time terminate, amend or modify the Plan;
provided, however, that any termination, amendment or modification of
the Plan shall in no manner affect any Award, Option or Grant
theretofore issued under the Plan without the consent of the respective
Awardee, Optionee or Grantee.
ARTICLE X
MISCELLANEOUS
10.1 Employment. Nothing in the Plan or in any Award, Option or Grant issued
hereunder or in any Stock Option or other related Agreement shall
confer upon any individual the right to be employed by, or continue in
the employ of, the Company.
10.2 Other Compensation Plans. The adoption of the Plan shall not affect any
other stock option, incentive or other compensation plans of the
Company, nor shall the Plan preclude the Company from establishing any
other forms of incentive or other compensation for employees of the
Company or other individuals.
10.3 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
10.4 Singular, plural, gender. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the
feminine gender.
10.5 Headings. The headings of Articles and Sections hereof are inserted for
convenience and do not constitute a part of the Plan.
Date: October 28, 1997
<PAGE> 1
EXHIBIT D
(CONSULTING AGREEMENT WITH ALAN BERKUN, ESQ.)
<PAGE> 2
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 15th day of October, 1997 B E T W E E N:
STERLING WORLD WIDE CORPORATION, a
corporation incorporated under the laws
of Nevada
(the "Company")
- and -
Alan Berkun, Esq.
(the "Consultant")
RECITES THAT the Company has agreed to retain the financial advisory
consulting services of the Consultant and the Consultant has agreed to provide
financial consulting services to the Company, all on the terms and conditions
hereinafter set forth.
NOW THEREFORE in consideration of the following mutual covenants and
agreements, the parties hereto agree with each other as follows:
1. The Consultant represents that he has special expertise in the field
of financing and has the time and resources so as to be available to perform
services contemplated by this agreement and there are no contemplated or legal
impediments to him doing so;
2. The Company shall retain the Consultant to provide the following
services:
(A) advice and financial consulting services to the Company in the
implementation of marketing goals and relationships with the
Company's strategic partners, merger candidates, and, if
appropriate, with stockholders;
(B) no services provided for under this Agreement shall be for
capital raising purposes.
<PAGE> 3
3. The term of this agreement shall be two (2)years, commencing on the
date hereof and ending on October 15, 1999. During the term of this agreement,
the Consultant shall be required to provide his services as reasonably required
by the Company at mutually convenient times.
4. Nothing herein shall constitute the Consultant as employee or agent
of the Company except to such an extent as might hereafter be agreed upon for a
particular purpose. Except as expressly agreed, the Consultant shall not have
the authority to obligate or commit the Company in any manner whatsoever.
5. In consideration of the Consultant providing the consulting services
provided for hereunder, the Company shall pay and deliver to Consultant a
consulting fee as follows:
A) Consultant shall be eligible to receive an option to purchase
200,000 shares of common stock of the Company at $5.50 per share. All said
shares to be registered pursuant to Form S- 8.
B) The Company shall retain Lexington Capital on a non- exclusive
investment banking basis for the sum of $4,000 per month for a term of six
months.
C) If the Consultant shall introduce the Company to another party or
entity, for a merger, acquisition or other corporate combination and as a result
of such introduction, a transaction between such entity and the Company is
consummated (a "Consummated Transaction"), then the Company shall pay to the
Consultant a finder's fee as follows:
(a) 5% of the first $1,000,000 of the consideration paid
or funded in such transaction;
(b) 4% of the consideration in excess of $1,000,000 and
up to $2,000,000;
(c) 3% of the consideration in excess of $2,000,000 and
up to $3,000,000;
(d) 2% of the consideration in excess of $3,000,000 and
up to $4,000,000;
(e) 1% of any consideration in excess of $4,000,000.
(f) The fee due the Consultant shall be paid by the
Company in cash at the closing of the Consummated
Transaction, without regard to whether the
<PAGE> 4
Consummated Transaction involves payment in cash, in
securities, or in other property or a combination
thereof, or made on an installment basis: (subject,
however, to the Company's need to preserve its
working capital and its liquidity, which if same were
to be impaired by payment to the Consultant in cash
then the Consultant's fee shall be paid in the same
form of consideration as is received by the Company.)
For purposes of determining value by way of example,
if the Consummated Transaction involves securities
having a value of $5,000,000, the cash consideration
to be paid by the Company to the Consultant at a
closing shall by $150,000. For purposes of this
agreement, debt obligations delivered in a
Consummated Transaction shall be valued at their face
amount and other securities and property will be
valued at their fair market value.
(g) If for any reason the Company shall fail to pay to
the Consultant all or any portion of any fee payable
hereunder when due, interest shall accrue and be
payable on the unpaid balance from the date when
first due through and including the date when
actually collected by the Consultant, at a rate equal
to four points over the prime rate of Citibank, N.A.
in New York, New York, computed on a daily basis and
adjusted as announced from time to time. If the
Company shall, within 180 days of the termination of
the Agreement, conclude a Consummated Transaction,
the Company shall pay the Consultant the fee
determined as provided above.
6. The Consultant shall be responsible for all of his own out-of-pocket
expenses incurred in connection with the consulting services to be provided
hereunder, unless the Company agrees in writing prior to an expense being
incurred. Consultant shall have no obligation to incur any expense if the
Company does not agree to reimburse Consultant for same.
7. If the Consultant shall die or if either party hereto shall be
adjudicated a bankrupt, or if either party hereto fails to perform any of his or
its obligations hereunder, then and in any such event the other party shall have
the right, at any time thereafter, to terminate this agreement by giving two
days' written notice of termination to the defaulting party under this
paragraph, and this agreement and the respective obligations of the parties
hereunder shall be terminated.
<PAGE> 5
8. Consultant shall keep confidential and secret any financial data
(other than that which has become public knowledge), sales and marketing methods
and data methods, formulations, know-how, operational techniques and other
proprietary or unique information utilized by the Company during the course of
his employment provided however, that confidential information shall not include
any information known generally to the public or ascertainable from public or
published information or any information of a type not otherwise considered
confidential by persons engaged in the same business conducted by the Company.
9. This agreement shall be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
and assigns. This agreement may not be assigned by either party hereto without
the prior written consent of the other party.
10. This agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, between the parties hereto.
11. Each of the parties hereto agrees to execute all such further
instruments and documents and to take all such further action as to the other
party may reasonably require in order to effectuate the terms and purposes of
this Agreement.
12. No amendment or modification of this agreement shall be binding
unless in writing and signed by the parties hereto.
13. No waiver by a party of any breach of any of the provisions of this
agreement by any other party shall take effect or be binding upon such party
unless in writing and signed by such party. Unless otherwise provided therein,
such waiver shall not limit or affect the rights of such party with respect to
any other breach.
14. All notices or other communications authorized or required to be
given pursuant to this agreement shall be in writing and either delivered by
hand, mailed by registered, first-class mail, postage prepaid, or sent by
facsimile as follows:
<PAGE> 6
(a) to the Company at:
STERLING WORLDWIDE CORPORATION
1301 N. Congress Avenue
Boynton Beach FL 33426
with a copy to:
Frohling, Hudak & McCarthy, P.C.
425 Eagle Rock Avenue, Suite 200
Roseland, NJ 07068
(b) to the Consultant at:
Alan Berkun, Esq.
Lexington Capital Corp.
1300 Veterans Memorial Hwy.,
Hauppauge NY 11788
16. This agreement shall be deemed to be made in and shall be construed
in accordance with the laws of the State of New York.
17. Each of the parties hereto represents that it has the legal
authority to enter into this Agreement and that this Agreement is a valid and
binding obligation of such party
18. This Agreement may be executed in several counterparts and each
executed copy will constitute an original instrument but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF the parties hereto have duly executed this
agreement.
STERLING WORLD WIDE CORPORATION
By: /s/
- -------------------------- --------------------------------
Secretary (Seal) Anne M.E. Greyling, President
/s/
- -------------------------- --------------------------------
Witness Alan Berkun, Consultant
<PAGE> 1
EXHIBIT E
(CONSULTING AGREEMENT WITH JAY SALYER, ESQ.)
<PAGE> 2
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 2nd day of October, 1997 by and between
STERLING WORLDWIDE CORPORATION (the "Company") and Jay C. Salyer, Jr., 1699 S.
Federal Highway, Boca Raton, Florida 33432, the Consultant.
WHEREAS, the Company has agreed to retain the legal consulting services
of the Consultant and the Consultant has agreed to provide legal consulting
services to the Company, all on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the following mutual covenants and
agreements, the parties hereto agree with each other as follows:
1. The Company shall retain the Consultant to provide the following
legal consulting services during the term of this agreement:
(a) assisting and providing legal advice and legal
services to the Company;
(b) being available to provide legal advice and legal
services to the Company in the position of General
Counsel and advising legally with respect to the
Company's business partners, merger candidates, and,
if appropriate, with stockholders and various
governmental and regulatory agencies; and
(c) such other services and assistance to the Company and
its officers and directors within the scope of the
Consultant's legal expertise as the Company and the
Consultant may mutually agree from time to time.
2. The term of this agreement shall be one (1) year commencing on the
date hereof and ending on October 2, 1998. During the term of this agreement,
the Consultant shall be available to provide his services full time for the
Company from time to time as required. Services may be provided by telephone,
court appearances, or in the form of written reports. In the event the Company
requests the Consultant to travel, and the Consultant agrees to do so, the
Company shall pay for reasonable travel and lodging expenses. It is agreed that
the Consultant shall travel business class.
<PAGE> 3
3. In consideration of the Consultant providing the consulting services
hereunder, the Company shall pay the Consultant fee as follows:
100,000 shares of Sterling Worldwide Corporation common stock.
4. Except as provided in Paragraph 2 hereof, the Consultant shall be
responsible for all of its own out-of-pocket expenses incurred in connection
with the consulting services to be provided hereunder, unless the Company agrees
in writing with the Consultant prior to an expense being incurred that the
Company will reimburse the Consultant for all or part of such extraordinary
expenses.
5. This agreement shall be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
and assigns. The Consultant shall have the right to determine in Consultant's
sole discretion which of its employees or independent contractors shall perform
the consulting services to the Company.
6. This agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, between the parties hereto, except that
this agreement shall not prohibit or be construed to prevent the Company from
entering into either an overall Retainer Agreement and/or independent Retainer
Agreements for a monthly retainer fee or for individual projects.
7. No amendment or modifications of this agreement shall
be binding unless in writing and signed by the parties hereto.
8. No waiver by a party of any breach of any of the provisions of this
agreement by any other party shall take effect or be binding upon such party
unless in writing and signed by such party. Unless otherwise provided therein,
such waiver shall not limit or affect the rights of such party with respect to
any other breach.
9. In the event of litigation, the prevailing party shall be entitled
to an award of all court cases and reasonable attorney's fees whether incurred
at the trial court, on appeal, or in bankruptcy.
10. All notices or other communications authorized are required to be
given pursuant to this agreement shall be in writing and either delivered by
hand, mailed by certified, first-class mail, postage prepaid, or sent by
facsimile as follows:
<PAGE> 4
(a) To the Company: Sterling Worldwide Corporation
1301 N. Congress Avenue, Suite 135
Boynton Beach, Florida 33432
(b) To the Consultant: Jay C. Salyer, Jr.
1699 S. Federal Highway
Boca Raton, Florida 33432
11. This agreement shall be deemed to be made in and shall be construed
in accordance with the laws of the State of Florida. A facsimile copy of this
agreement and any signatures herein shall be considered for all purposes as
originals.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement.
STERLING WORLDWIDE CORPORATION
By:
-----------------------------
Authorized Signatory
/s/
-----------------------------
JAY C. SALYER, JR.
<PAGE> 1
EXHIBIT F
(CONSULTING AGREEMENT WITH RICHARD GLADSTONE)
<PAGE> 2
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 7th the day of August, 1997
B E T W E E N:
STERLING WORLD WIDE CORPORATION, a
corporation incorporated under the laws
of Nevada
(the "Company")
- and -
RICHARD GLADSTONE
(the "Consultant")
RECITES THAT the Company has agreed to retain the financial advisory
consulting services of the Consultant and the Consultant has agreed to provide
financial consulting services to the Company, all on the terms and conditions
hereinafter set forth.
NOW THEREFORE in consideration of the following mutual covenants and
agreements, the parties hereto agree with each other as follows:
1. The Consultant represents that he has special expertise in the field
of travel and has the time and resources so as to be available to perform
services contemplated by this agreement and there are no contemplated or legal
impediments to him doing so;
2. The Company shall retain the Consultant to provide the following
services:
(a) advice to the Company relating to creating a marketing plan
for Sterling World Wide and Travel Net,
(b) negotiate discount sales promotions on behalf of the Company,
<PAGE> 3
(c) assist the Company and any of its strategic partners of the
Company in travel arrangements for their employees, officers,
directors and consultants, and
(d) advice and marketing services to the Company relating to its
management relations with its joint strategic partners,
present or potential;
(e) advice and financial consulting services to the Company in the
implementation of marketing goals and relationships with the
Company's strategic partners, merger candidates, and, if
appropriate, with stockholders;
(i) no services provided for under this Agreement shall be for
capital raising purposes.
3. The term of this agreement shall be three (3) years, commencing on
the date hereof and ending on August 1, 2000. During the term of this agreement,
the Consultant shall be required to provide his services as reasonably required
by the Company at mutually convenient times.
4. In the event the Company requests the Consultant to travel, and the
Consultant agrees to do so, the Company shall pay for reasonable travel and
lodging expenses. It is agreed that the Consultant shall travel business class.
5. In consideration of the Consultant providing the consulting services
provided for hereunder, the Company shall pay and deliver to Consultant a
consulting fee of One Hundred Fifty Thousand (150,000) shares, of the Company's
common stock to be registered pursuant to Form S-8 within five business days of
receipt of audited financials, Said fee shall vest Fifty Thousand (50,000)
shares on the date hereof and each 12 month anniversary thereafter for the term
of this agreement. Such fee shall be deemed earned and paid at the beginning of
each year with the first Fifty Thousand (50,000) shares deemed earned as of the
execution hereof. Sterling the majority shareholder of the Company, shall
guarantee the value of said stock to be no less then Five Hundred Thousand
($500,000) dollars, per year, determined on August 11 of each year for the term
of this agreement. In the event the value of the stock is less then $500,000
then the Company shall either grant such additional shares to be registered &
issued on Form S-8 and/or cash as required for consultant to be paid no less
then $500,000 each year for the entire term of this agreement.
<PAGE> 4
6. Except as provided in Paragraph 5 hereof, the Consultant shall be
responsible for all of his own out-of-pocket expenses incurred in connection
with the consulting services to be provided hereunder, unless the Company agrees
in writing prior to an expense being incurred. Consultant shall have no
obligation to incur any expense if the Company does not agree to reimburse
Consultant for same.
7. If the Consultant shall die or if either party hereto shall be
adjudicated a bankrupt, or if either party hereto fails to perform any of his or
its obligations hereunder, then and in any such event the other party shall have
the right, at any time thereafter, to terminate this agreement by giving two
days' written notice of termination to the defaulting party under this
paragraph, and this agreement and the respective obligations of the parties
hereunder shall be terminated.
8. Consultant shall keep confidential and secret any financial data
(other than that which has become public knowledge), sales and marketing methods
and data methods, formulations, know-how, operational techniques and other
proprietary or unique information utilized by the Company during the course of
his employment provided however, that confidential information shall not include
any information known generally to the public or ascertainable from public or
published information or any information of a type not otherwise considered
confidential by persons engaged in the same business conducted by the Company.
9. By accepting this agreement and signing below, Consultant
acknowledges and confirms that he has received full and complete disclosure of
the financial condition of the Company together with any other aspects
concerning the Company's business or activities which he has inquired about. He
agrees to execute such other letters acknowledging disclosure as may be required
in connection with this Agreement.
10. This agreement shall be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
and assigns. This agreement may not be assigned by either party hereto without
the prior written consent of the other party.
11. This agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, between the parties hereto.
<PAGE> 5
12. Each of the parties hereto agrees to execute all such further
instruments and documents and to take all such further action as to the other
party may reasonably require in order to effectuate the terms and purposes of
this Agreement.
13 No amendment or modification of this agreement shall be binding
unless in writing and signed by the parties hereto.
14 No waiver by a party of any breach of any of the provisions of this
agreement by any other party shall take effect or be binding upon such party
unless in writing and signed by such party. Unless otherwise provided therein,
such waiver shall not limit or affect the rights of such party with respect to
any other breach.
15 All notices or other communications authorized or required to be
given pursuant to this agreement shall be in writing and either delivered by
hand, mailed by registered, first-class mail, postage prepaid, or sent by
facsimile as follows:
(a) to the Company at:
STERLING WORLDWIDE CORPORATION
2200 Boca Raton Boulevard
Boca Raton, FL 33431
with a copy to:
Frohling, Hudak & McCarthy, P.C.
425 Eagle Rock Avenue, Suite 200
Roseland, NJ 07068
(b) to the Consultant at:
Zeigler, Zeigler & Altman
750 Lexington Avenue
New York, NY 10022
16. This agreement shall be deemed to be made in and shall be construed
in accordance with the laws of the State of Florida.
17. Each of the parties hereto represents that it has the legal
authority to enter into this Agreement and that this Agreement is a valid and
binding obligation of such party
<PAGE> 6
18. This Agreement may be executed in several counterparts and each
executed copy will constitute an original instrument but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF the parties hereto have duly executed this
agreement.
STERLING WORLD WIDE CORPORATION
______________________ By:________________________________
Secretary (Seal) ,President
______________________ ________________________________
Witness Richard Gladstone, Consultant
<PAGE> 1
EXHIBIT G
(CONSULTING AGREEMENT WITH JOHN B.M. FROHLING, ESQ.)
<PAGE> 2
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 2nd day of October, 1997 by and between
STERLING WORLDWIDE CORPORATION (the "Company") and John B.M. Frohling, Esq., c/o
Frohling Hudak & McCarthy P.C., 425 Eagle Rock Avenue, Roseland, New Jersey,
07068, the Consultant.
WHEREAS, the Company has agreed to retain the legal consulting services
of the Consultant and the Consultant has agreed to provide legal consulting
services to the Company, all on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the following mutual covenants and
agreements, the parties hereto agree with each other as follows:
1. The Company shall retain the Consultant to provide the following
legal consulting services during the term of this agreement:
(a) assisting and providing legal advice and legal
services to the Company;
(b) being available to provide legal advice and legal
services to the Company in the position of General
and Securities Counsel and advising legally with
respect to the Company's business partners, merger
candidates, and, if appropriate, with stockholders
and various governmental and regulatory agencies; and
(c) such other services and assistance to the Company and
its officers and directors within the scope of the
Consultant's legal expertise as the Company and the
Consultant may mutually agree from time to time.
2. Term of this agreement shall be one (1) year commencing on the date
hereof and ending on October 2, 1998. During the term of this agreement, the
Consultant shall be available to provide his services full time for the Company
from time to time as required. Services may be provided by telephone, court
appearances, or in the form of written reports. In the event the Company
requests the Consultant to travel, and the Consultant agrees to do so, the
Company shall pay for reasonable travel and lodging expenses. It is agreed that
the Consultant shall travel business class.
<PAGE> 3
3. In consideration of the Consultant providing the consulting services
hereunder, the Company shall pay the Consultant a consulting fee of 500,000
shares of Sterling Worldwide Corporation common stock registered on Form S-8.
4. Except as provided in Paragraph 2 hereof, the Company shall be
responsible for all out-of-pocket expenses incurred in connection with the
consulting services to be provided hereunder, unless the Consultant agrees in
writing with the Company prior to an expense being incurred that the Consultant
will reimburse the Company for all or part of such extraordinary expenses.
5. This agreement shall be binding upon the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
and assigns. The Consultant shall have the right to determine in Consultant's
sole discretion which of its employees or independent contractors shall perform
the consulting services to the Company.
6. This agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, between the parties hereto, except that
this agreement shall not prohibit or be construed to prevent the Company from
entering into either an overall Retainer Agreement and/or independent Retainer
Agreements for a monthly retainer fee or for individual projects.
7. No amendment or modifications of this agreement shall be binding
unless in writing and signed by the parties hereto.
8. No waiver by a party of any breach of any of the provisions of this
agreement by any other party shall take effect or be binding upon such party
unless in writing and signed by such party. Unless otherwise provided therein,
such waiver shall not limit or affect the rights of such party with respect to
any other breach.
9. In the event of litigation, the prevailing party shall be entitled
to an award of all court cases and reasonable attorney's fees whether incurred
at the trial court, on appeal, or in bankruptcy.
10. All notices or other communications authorized are required to be
given pursuant to this agreement shall be in writing and either delivered by
hand, mailed by certified, first-class mail, postage prepaid, or sent by
facsimile as follows:
<PAGE> 4
(a) To the Company: Sterling Worldwide Corporation
1301 N. Congress Avenue, Suite 135
Boynton Beach, Florida 33432
(b) To the Consultant: Frohling Hudak & McCarthy P.C.
425 Eagle Rock Avenue, Suite 200
Roseland NJ 07068
11. This agreement shall be deemed to be made in and shall be construed
in accordance with the laws of the State of New Jersey. A facsimile copy of this
agreement and any signatures herein shall be considered for all purposes as
originals.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement.
STERLING WORLDWIDE CORPORATION
By:
--------------------------------
Anne M.E. Greyling, President
/s/
--------------------------------
John B.M. Frohling
