SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERIPHERAL CONNECTIONS, INC.
(Exact name of registrant as specified in its character)
Nevada 87-0485315
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
3303 Don Mills Road, Suite 2603, North York, Ontario CANADA M2J 4T6
(Address of Principal Executive Office) (Zip Code)
1997 Consulting Agreements Stock Issuance Plan
(Full Title of the Plan)
Leslie J. Weiss, Esq.
Sugar, Friedberg & Felsenthal
30 North LaSalle Street, Suite 2600
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 704-9400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee(1)
Common 750,000 $0.001 $750 $0
Stock
(1) Estimated pursuant to Rule 457(h)(1). The value of the shares is based
on the book value of the securities offered, which is negative, because
there is no market for the securities offered.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to the applicable consultant as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. These documents are available without charge, upon
written or oral request, of Peripheral Connections, Inc. (the "Company").
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934 are incorporated by reference into this
Registration Statement.
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
b. The Company's reports on From 10-QSB for the quarters ending March
31, 1997 and June 30, 1997.
c. The description of the Company's Class A Common Stock, $0.001 par
value, contained in the Company's registration statement on Form S-1 filed in
June, 1993.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which registers all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
Section 78.751 of the Nevada General Corporation Law provides that the
Company may, and in certain circumstances must, indemnify the directors and
officers of the Corporation against liabilities and expenses incurred by any
such person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute. The
Company's bylaws, which are incorporated herein, require the Company to
indemnify directors and officers except with respect to any claim arising out of
his negligence or willful misconduct.
The Company's indemnification provisions shall be enforced to the
fullest extent permitted under law.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Page
Number Document Number
3 By-laws filed as Exhibit 3(ii) to
the Company's Form 10-KSB for the
year ended December 31, 1996 and
incorporated herein by reference.
5 Opinion of Singer, Brown & Barringer 6
regarding the validity of the securities
being registered
10(a) Consulting Agreement between the 8
Company and Meyers Pollock Robbins Inc.,
dated as of July 7, 1997
10(b) Consulting Agreement between the 14
Company and Milton Klymam
dated as of September 1, 1997
10(c) Consulting Agreement between the 17
Company and Jayhead Investments Limited
dated as of September 1, 1997
23(a) Consent of Smith & Company 20
23(b) Consent of Singer, Brown & Barringer
(included in Exhibit 5)
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by section 10(a)(3) of the Securities
Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the
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Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply to information required to be
included in a post-effective amendment by those paragraphs which are
contained in periodic reports filed by the undersigned Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
---- ----
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the even that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, on this 22nd day of
September, 1997.
PERIPHERAL CONNECTIONS, INC.
By: /s/ Milton Klyman
Milton Klyman, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: September 22, 1997 /s/ Milton Klyman
----------------------
Milton Klyman, President and
Director
Date: September 22, 1997 /s/ Melvyn Moscoe
----------------------
Melvyn Moscoe, Chief Financial and
Accounting Officer and Director
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EXHIBIT INDEX
Exhibit Page
Number Document Number
3 By-laws filed as Exhibit 3(ii) to
the Company's Form 10-KSB for the
year ended December 31, 1996 and
incorporated herein by reference.
5 Opinion of Singer, Brown & Barringer 6
regarding the validity of the securities
being registered
10(a) Consulting Agreement between the 8
Company and Meyers Pollock Robbins Inc.,
dated as of July 7, 1997
10(b) Consulting Agreement between the 14
Company and Milton Klyman
dated as of September 1, 1997
10(c) Consulting Agreement between the 17
Company and Jayhead Investments Limited,
dated as of September 1, 1997
23(a) Consent of Smith & Company 20
23(b) Consent of Singer, Brown & Barringer
(included in Exhibit 5)
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Peripheral Connections, Inc.
September 22, 1997
Page 2
EXHIBIT 5
Law Offices
Singer, Brown & Barringer
520 South Fourth Street
Las Vegas, Nevada 89101-6593
September 22, 1997
Peripheral Connections, Inc.
c/o Sugar, Friedberg & Felsenthal
30 N. LaSalle Street
Suite 2600
Chicago, IL 60602
Re: Registration Statement (Form S-8)
Gentlemen:
We are acting as Special Counsel to Peripheral Connections, Inc. ("the
Registrant") in connection with the filing of a Registration Statement (Form
S-8) ("the Registration Statement") for the purpose of registering 750,000
shares of common stock of Registrant ("the shares").
As such, you have requested our opinion as to whether the issuance of
the shares as consideration for the performance of future consulting services
have been duly authorized and, when issued, whether the shares will be validly
issued, fully paid and non-assessable.
In rendering this opinion, we have reviewed copies of the Registrant's
Articles of Incorporation, By-laws, Authorizing Board of Directors Resolution,
the Consulting Agreements in question, and a draft of the Registration
Statement, and for the purposes hereof, we assume the foregoing are true and
correct copies of the originals thereof. We have also made such other
investigations of law and fact as we have deemed necessary or appropriate for
the purposes of this opinion as to those matters which have not been assumed.
Based upon the foregoing, it is our opinion that the 750,000 shares
authorized for issuance have been duly authorized and, when issued in accordance
with the Plan of Issuance, will be validly issued, fully paid and nonassessable,
provided that no "actual fraud" is involved in the transaction as such is
defined in N.R.S. 78.211.2.
In rendering this opinion we have also assumed that the documents
examined accurately reflect the complete understanding of the parties with
respect to the transactions contemplated thereby and the rights and obligations
of the parties thereunder. We have also assumed that the terms and conditions of
the documents examined have not been amended, modified or supplemented, directly
or indirectly, by any other agreement or understanding of the parties or
signatories thereto.
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Peripheral Connections, Inc.
September 22, 1997
Page 2
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of Nevada. The opinions expressed herein concern only the
effect of the laws of the State of Nevada as currently in effect, and we assume
no obligation to supplement this opinion if the applicable laws change after the
date of this opinion or if the facts or assumptions expressed herein are altered
or changed.
The foregoing opinion is for the exclusive reliance of Registrant and
its counsel who may use same in the Registration Statement.
Very truly yours,
/s/ Michael H. Singer
MICHAEL H. SINGER
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EXHIBIT 10(a)
CONSULTING AGREEMENT
This agreement is made as of this 7th day of July, 1997, by and between
Peripheral Connections, Inc., a Nevada company with principle offices at,
Hollywood Suite 176 John St., Toronto, Ontario, Canada M5T1X5 (the "Company")
and Meyers Pollock Robbins Inc., with offices at One World Trade Center, Suite
9151, New York, NY 10048 (the "Consultant").
WITNESSETH
WHEREAS, the Company desires to retain the Consultant, and the
Consultant desires to be retained by the Company, pursuant to the terms and
conditions hereinafter set forth;
1. Retention: The Company hereby retains the Consultant to perform
non-exclusive consulting services related to corporate finance and
other matters, and the Consultant hereby accepts such retention and
shall undertake reasonable efforts to perform for the Company the
duties described herein. In this regard, subject to paragraph 9
hereof, the Consultant shall devote such time and attention to the
business of the Company, as shall be determined by the Consultant,
subject to the direction of the Chairman of the Company.
a. The Consultant agrees, to the extent reasonably required in the
conduct of the business of the Company, and at the Company's
request, to place at the disposal of the Company its judgement
and experience and to provide business development services to
the Company, including, without limitation, the following:
(i) To assist in potential financing requirements;
(ii) To assist in potential mergers and acquisitions;
(iii)To provide advice on investor relations and marketing
strategies;
(iv) To provide advice with respect to corporate finance matters
including, without limitation, changes in capitalization and
corporate structure; and
(v) To assist in strategic development.
b. At the Consultant's request, the Company will provide "due
diligence" packages to registered representatives of the
Consultant and other brokerage firms.
Nothing in this agreement shall impose any obligation upon the
Company to consummate any transactions or to enter into any
discussions or negotiations with respect thereto.
2. Term: The Consultant's retention hereunder shall be for a term of one (1)
year commencing on the date of this Agreement unless sooner terminated by
either party upon thirty (30) days notice to the other party.
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3. Compensation: As full compensation for the consulting services hereunder,
the Company shall grant to the Consultant an aggregate of two hundred fifty
thousand (250,000) fully registered shares of the Company's Common Stock
("Common Stock") as filed by the Company under the Securities Act of 1933,
as amended.
4. Expenses: The Company agrees to reimburse the consultant for reasonable
expenses incurred by the Consultant in connection with the services
rendered hereunder. Any such expenses shall require the prior written
approval of the Company.
5. Fees to Consultant: The Consultant and/or its assignees shall receive a 10%
aggregate fee for any funds it is directly responsible for raising for the
Company and a 3% aggregate fee shall be paid for Consultant or its
assignees if Consultant or its assignees act as a placement agent in a
transaction that leads to a funding consummated by the Company. In the
event that Consultant or its assignees introduces a prospective merger or
acquisition which merger or acquisition is consummated by the Company,
Consultant and/or its assignees shall be entitled to an aggregate fee of 4%
of the purchase price of said merger or acquisition. No fee shall be paid
by Company for any funding, merger or acquisition in the event that the
funding agent or target Company solicited the Company without the direct
intervention of the Consultant or its assignees. Services set forth in this
paragraph are not part of general consulting services to be provided
pursuant to this Agreement, but constitute additional consulting services
for which separate compensation will be paid as set forth above.
6. Confidentiality: In connection with consulting services provided by the
Consultant to the Company, Company will furnish Consultant with certain
product, financial, marketing, organization, technical and other
information related to the Company (herein collectively referred to as the
"Confidential Information"). Confidential Information includes not only
written information but also information transferred orally, visually,
electronically or by other means. In consideration of the Company
furnishing Consultant with the Confidential Information, and as a condition
to such disclosure, Consultant agrees as follows, ("the Agreement"):
a. Consultant shall keep all Confidential Information secret and
confidential and shall not disclose it to anyone except to a limited
group of Consultant's employees and directors, representatives,
agents, advisors and assignees ("Representatives") who are actually
engaged in consulting services referred to above. Consultant may also
disclose it to its outside professional advisors similarly engaged.
Each person to whom such Confidential Information is disclosed must be
advised of its confidential nature and of the terms of this agreement
and (unless already bound by obligations of confidentiality) must
agree to abide by such terms.
b. Upon any termination of this Agreement or upon notice from the Company
to Consultant (i) Consultant will either destroy or return to the
Company the Confidential Information that is in tangible form,
including any copies that the Consultant may have made, and Consultant
will destroy all abstracts, summaries thereof, or references thereto
in its documents, and certify to the Company in writing
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that it has done so, and (ii) neither Consultant nor its
representatives will use any of the Confidential Information with
respect to, or in furtherance of Consultant's business, any of their
respective businesses, or in the business of anyone else, whether or
not in competition with the Company, or for any other purpose
whatsoever.
c. Confidential Information does not include any information that was
available prior to Consultant's receipt of such information or
thereafter became publicly available not as a result of a breach by
Consultant of this Agreement. Information shall be deemed "publicly
available" if it becomes a matter of public knowledge or is contained
in material available to the public or is obtained from any source
other than the Company (or its directors, officers, employees, agents,
representatives or advisors), provided that such source has not to
Consultant's knowledge entered into a confidentiality agreement with
the Company with respect to such information or obtained the
information from an entity or person who is a party to a
confidentiality agreement with the Company.
d. Consultant understands that the Company will attempt to include in the
Confidential Information those materials that it believes to be
reliable and relevant for the purpose of the Consultant's services,
but Consultant acknowledges that neither the Company, nor any of its
respective directors, officers, agents, advisors or employees make any
representation or warrant as to the accuracy or completeness of the
Confidential Information and Consultant agrees that such persons shall
have no liability to Consultant or any of its Representatives
resulting from any use of the Confidential Information. Consultant
understands that the Confidential Information is not being furnished
for the use in an offer or sale of securities of the Company and is
not designated to satisfy the requirements of federal or state
securities laws in connection with any offer or sale of such
securities to Consultant.
e. In the event that Consultant or anyone to whom Consultant transmits
the Confidential Information pursuant to this Agreement becomes
legally compelled to disclose any of the Confidential Information,
Consultant will provide the Company with prompt notice so that the
Company may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Agreement. In the event
the Company is unable to obtain such protective order or other
appropriate remedy, Consultant will furnish only that portion of the
Confidential Information that Consultant advised by a written opinion
of counsel is legally required and Consultant will exercise its best
efforts to obtain a protective order or other reliable assurances that
confidential treatment will be accorded with the Confidential
Information so disclosed.
f. Consultant understands and agrees that money damages would not be a
sufficient remedy for any breach of this Agreement by Consultant or
its Representatives, and that the Company shall be entitled to
specific performance and/or injunctive relief as a remedy for any such
breach of this Agreement and that these shall be in addition to all
other remedies available at law or in equity. Consultant further
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agrees that this Agreement is made for the benefit of the Company and
that no failure or delay by the Company or its Representative in
exercising any right, power or privilege under this Agreement shall
operate as waiver thereof, nor any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any
right, power or privilege under this Agreement.
g. Consultant's obligations with regard to Confidential Information shall
survive the termination of this Agreement.
7. Indemnification: The Company agrees to indemnify and hold harmless the
Consultant and its affiliates, the respective directors, officers,
partners, agents and employees and each other person, if any, controlling
the Consultant or any of its employees and each other person, if any,
controlling the Consultant or any of its affiliates (collectively the
"Consultant Parties"), from and against all losses, claims, damages,
liabilities and expenses incurred by them (including reasonable attorney's
fees and actual disbursements) that result from the action taken or omitted
to be taken (including any untrue statements made or any statements omitted
to be made) by the Company, its agents or employees. The Consultant will
indemnify and hold harmless the Company and the respective directors,
officers, agents, and employees of the Company (the "Company Parties" )
from and against all losses, claims, damages, liabilities and expenses that
result from bad faith, negligence or unauthorized representation of the
Consultant. Each person or entity seeking indemnification hereunder shall
promptly notify in writing the Company or the Consultant, as applicable,
who may become liable pursuant to this paragraph and shall not pay, settle
or acknowledge liability under any such claim without consent of the party
liable for such indemnification and shall permit the Company or the
Consultant, as applicable, a reasonable opportunity to cure any underlying
situation and/or to mitigate any actual or potential damages. The scope of
this indemnification between the Consultant and the Company shall be
limited to, and pertain only to, those certain transactions contemplated or
entered into pursuant to this Agreement.
The Company or the Consultant, as applicable, shall have the opportunity to
defend any claim for which it may be liable hereunder, provided it notifies
the party claiming the right to indemnification within fifteen (15) days of
notice of claim.
The rights stated pursuant to the proceeding two paragraphs shall be in
addition to any rights that the Consultant or the Company or any other
person entitled to indemnification any have under common law or otherwise,
including, without limitation, any right to contribution.
8. Status of Consultant: The Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act for or represent the Company.
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9. Other activities of Consultant: The Company recognizes that the Consultant
now renders and may continue to render financial consulting and other
investment banking services to other companies which may not conduct
business and activities similar to those of the Company. The Consultant
shall not be required to devote its full time and attention to the
performance of its duties under this Agreement but shall devote only so
much of its time and attention as it deems necessary for such purposes in
the reasonable exercise of its exercise, subject to the direction of the
Chairman of the Company.
10. Control: Nothing contained herein shall be deemed to require the Company to
take any action contrary to its certificate of incorporation or By-Laws, as
each may be amended from time to time, or any applicable statute or
regulation, or to deprive its Board of Directors of their responsibility
for any control of the conduct of the affairs of the Company.
11. Notices: Any notices hereunder shall be sent to the Company and the
Consultant at their respective addresses above set forth. Any notice shall
be given by registered or certified mail, postage paid, and shall be deemed
to have been given when deposited in the United States mail.. Either party
may designate any other address to which, or manner in which, notice shall
be given, by giving written notice to the other of such change of address
in the manner herein provided.
12. Governing Law: This Agreement has been made in the State of New York and
shall be construed and governed in accordance with the laws thereof without
regard to conflict of laws.
13. Entire Agreement: This Agreement contains the entire agreement between the
parties, may not be altered or modified, except in writing and signed by
the party to be charged thereby and supersedes any and all previous
agreements between the parties.
14. Binding Effects; Assignment: This Agreement shall be binding upon the
parties hereto and their respective heirs, administrators, successors, and
assigns; provided, however, that this Agreement, and the rights and
obligations hereunder, may not be assigned by either party hereto without
the prior written consent of the other party.
15. Counterparts: This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
PERIPHERAL CONNECTIONS, INC. MEYERS POLLOCK ROBBINS INC.
By: /s/ Milton Klyman By: /s/ Michael Ploshnick
Milton Klyman, President Michael Ploshnick, President
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EXHIBIT 10(b)
CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to which
Milton Klyman of Hollywood Suite, 176 John Street, Toronto, Ontario M5T 1X5( the
"Consultant") has been retained to serve as a financial consultant and advisor
to PERIPHERAL CONNECTIONS, INC. with offices at 3303 Don Mills Road, Suite 2603,
North York, Ontario Canada (the "Company"). The undersigned hereby agree to the
following terms and conditions:
(1) Duties of Consultant: The Consultant shall, upon request of the
Company, render the following services on a non-exclusive basis to the Company
from time-to-time.
(a) Consulting Services: Consultant shall render consulting
services and advice pertaining to the Company's business affairs as the Company
may from time-to-time request. Without limiting the generality of the foregoing,
Consultant shall assist the Company in developing, studying and evaluating
financial and business opportunities, and reports and discussions pertaining
thereto.
(b) Wall Street Liaison: Consultant will, when appropriate,
arrange meetings with and/or introduce the Company to individuals and financial
institutions in the investment community, such as securities analysts, portfolio
manager, and market makers. The intent of such activities shall be to help the
Company create and broaden its stock market appeal.
(c) No-Capital Raising Intent: In no event shall this
Agreement be construed as requiring, nor shall it be expected, that the
Consultant is engaged to participate in any capital raising activities of any
sort for the Company.
Such services shall be rendered by Consultant at the request of the
Company upon reasonable notice, without any direct supervision by the Company
and at such time and place and in such manner (whether by conference, telephone,
letter or otherwise) as Consultant may determine.
(2) Term: This Agreement and the duties obligations and
responsibilities of the parties shall commence on September 1, 1997 and shall
continue until August 31, 1998, unless extended by mutual agreement.
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(3) Compensation:
As compensation for Consultant's services hereunder:
(a) The Company shall issue two hundred fifty thousand
(250,000) shares of common stock of the Company to Consultant as soon as
practicable after September 1, 1997.
(b) The Company hereby agrees to file a registration statement
pursuant to a Form S-8 registration, or equal, to register the such shares as
soon as is practicable.
(c) All reasonable out of pocket expenses incurred by
Consultant in the performance of the services to be rendered hereunder shall be
borne by the Company, provided that prior authorization is received therefore
for any amount in excess of $1,000.
(4) Relationship: Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might hereafter be
agreed upon for a particular purpose. Except as expressly agreed, Consultant
shall not have the authority to obligate or commit the Company in any manner
whatsoever.
(5) Assignment: This Agreement is not assignable by either party.
(6) Waivers: No waivers, express or implied, by either of the parties
hereto of any breach of any of the covenants, agreements, or duties on the part
of the other party hereto to be kept or performed, or any conditions of this
contract, shall ever be deemed or taken to be a waiver of any other breach of
the same or a waiver of any other covenant, agreement, duty, or condition.
(7) Validity and Enforceability: The invalidity or unenforceability of
any provision hereof shall in no way affect the validity of enforceability of
any other provision.
(8) Modifications: This Agreement cannot be changed, modified or
discharged orally, but can be changed only if consented to in writing by both
parties.
(9) Notices: Any notice or communication required hereunder to be sent
to either of the parties by the other hereto shall be deemed to have been
sufficiently given if mailed, postage prepaid, by registered or certified mail
to Consultant or to the Company at the addresses set forth in the introductory
paragraph of this Agreement or to such other address as may be filed by either
party with the other.
(10) Non-Exclusive Assignment: Nothing contained herein shall operate
to prevent the Consultant from engaging any other form of business or activity,
including without limitations providing the same or substantially the same
services as herein described to others.
(11) Governing Law: This Agreement shall be governed by the laws of the
State of Nevada.
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(12) Entire Agreement: This Agreement constitutes the entire agreement
between the Company and Consultant, and all previous agreements and
understandings are null and void.
Dated as of September 1, 1997.
By /s/Milton Klyman
Milton Klyman
AGREED AND ACCEPTED
PERIPHERAL CONNECTIONS, INC.
By:/s/Melvyn Moscoe
Melvyn Moscoe, Treasurer
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EXHIBIT 10(c)
CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions pursuant to
which Jayhead Investment Limited of 18 York Valley Crescent, Willowdale, Ontario
M2P 1A7( the "Consultant") has been retained to serve as a financial consultant
and advisor to PERIPHERAL CONNECTIONS, INC. with offices at 3303 Don Mills Road,
Suite 2603, North York, Ontario Canada (the "Company"). The undersigned hereby
agree to the following terms and conditions:
(1) Duties of Consultant: The Consultant shall, upon request of the
Company, render the following services on a non-exclusive basis to the Company
from time-to-time.
(a) Consulting Services: Consultant shall render consulting
services and advice pertaining to the Company's business affairs as the Company
may from time-to-time request. Without limiting the generality of the foregoing,
Consultant shall assist the Company in developing, studying and evaluating
financial and business opportunities, and reports and discussions pertaining
thereto.
(b) Wall Street Liaison: Consultant will, when appropriate,
arrange meetings with and/or introduce the Company to individuals and financial
institutions in the investment community, such as securities analysts, portfolio
manager, and market makers. The intent of such activities shall be to help the
Company create and broaden its stock market appeal.
(c) No-Capital Raising Intent: In no event shall this
Agreement be construed as requiring, nor shall it be expected, that the
Consultant is engaged to participate in any capital raising activities of any
sort for the Company.
Such services shall be rendered by Consultant at the request of the
Company upon reasonable notice, without any direct supervision by the Company
and at such time and place and in such manner (whether by conference, telephone,
letter or otherwise) as Consultant may determine.
(2) Term: This Agreement and the duties obligations and
responsibilities of the parties shall commence on September 1, 1997 and shall
continue until August 31, 1998, unless extended by mutual agreement.
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(3) Compensation:
As compensation for Consultant's services hereunder:
(a) The Company shall issue two hundred fifty thousand
(250,000) shares of common stock of the Company to Consultant as soon as
practicable after September 1, 1997.
(b) The Company hereby agrees to file a registration statement
pursuant to a Form S-8 registration, or equal, to register the such shares as
soon as is practicable.
(c) All reasonable out of pocket expenses incurred by
Consultant in the performance of the services to be rendered hereunder shall be
borne by the Company, provided that prior authorization is received therefore
for any amount in excess of $1,000.
(4) Relationship: Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might hereafter be
agreed upon for a particular purpose. Except as expressly agreed, Consultant
shall not have the authority to obligate or commit the Company in any manner
whatsoever.
(5) Assignment: This Agreement is not assignable by either party.
(6) Waivers: No waivers, express or implied, by either of the parties
hereto of any breach of any of the covenants, agreements, or duties on the part
of the other party hereto to be kept or performed, or any conditions of this
contract, shall ever be deemed or taken to be a waiver of any other breach of
the same or a waiver of any other covenant, agreement, duty, or condition.
(7) Validity and Enforceability: The invalidity or unenforceability of
any provision hereof shall in no way affect the validity of enforceability of
any other provision.
(8) Modifications: This Agreement cannot be changed, modified or
discharge orally, but can be changed only if consented to in writing by both
parties.
(9) Notices: Any notice or communication required hereunder to be sent
to either of the parties by the other hereto shall be deemed to have been
sufficiently given if mailed, postage prepaid, by registered or certified mail
to Consultant or to the Company at the addresses set forth in the introductory
paragraph of this Agreement or to such other address as may be filed by either
party with the other.
(10) Non-Exclusive Assignment: Nothing contained herein shall operate
to prevent the Consultant from engaging any other form of business or activity,
including without limitations providing the same or substantially the same
services as herein described to others.
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(11) Governing Law: This Agreement shall be governed by the laws of the
State of Nevada.
(12) Entire Agreement: This Agreement constitutes the entire agreement
between the Company and Consultant, and all previous agreements and
understandings are null and void.
Dated as of September 1, 1997.
JAYHEAD INVESTMENTS LIMITED
By /s/Morton Glickman
Morton Glickman, President
AGREED AND ACCEPTED
PERIPHERAL CONNECTIONS, INC.
By:/s/Melvyn Moscoe
Melvyn Moscoe, Treasurer
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EXHIBIT 23
Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Members of: 10 West 100 South, Suite 700
American Institute of Salt Lake City, Utah 84101
Certified Public Accountants Telephone: (801) 575-8297
Utah Association of Facsimile: (801) 575-8306
Certified Public Accountants E-mail: [email protected]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (of 750,000 Shares of Class A common
stock, par value $0.001 per share of Peripheral Connections, Inc.) of our report
dated February 11, 1997 included in PERIPHERAL CONNECTIONS, INC.'s Form 10-KSB
for the year ended December 31, 1996 and to all references to included in the
registration statement.
/s/ Smith & Company
Smith & Company
Salt Lake City, Utah
September 23, 1997
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