<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
NATIONAL HEALTH & SAFETY CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
UTAH 87-0505222
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
---------------------
730 Louis Drive
Warminster, Pennsylvania 18974
(215) 442-0926
(Address of Registrant's principal executive offices, including zip code)
---------------------
CONSULTING PLAN WITH AVONWOOD CAPITAL CORPORATION
(Full title of the Plan)
R. Dennis Bowers, President
730 Louis Drive
Warminster, Pennsylvania 18974
(215) 442-0926
(Name, address and telephone number of agent for service)
---------------------
COPIES TO:
Iwona Alami, Esq.
Horwitz, Cutler & Beam
Two Venture Plaza, Suite 380
Irvine, CA 92718
--------------------
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 Par Value(1) 60,000(1) $0.7188 $43,125 $100.00
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The registration fee is based upon the the closing price of the common
stock of $0.71875 per share on May 28, 1995 pursuant to Rule 457.
<PAGE>
NATIONAL HEALTH & SAFETY CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder
9. Description of Securities to be Description of Securities;
Registered Management Consulting
Agreement with Peter D. Bistrian
Consulting, Inc.
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities
1
<PAGE>
DATED: JUNE 3, 1996
PROSPECTUS
NATIONAL HEALTH & SAFETY CORPORATION
60,000 SHARES COMMON STOCK
ISSUED PURSUANT TO
THE COMPANY'S CONSULTING AGREEMENT
WITH AVONWOOD CAPITAL CORPORATION
This prospectus is part of a Registration Statement which registers an
aggregate of 60,000 shares of Common Stock, $.001 par value (such shares being
referred to as the "Shares"), of NATIONAL HEALTH & SAFETY CORPORATION (the
"Company") which may be issued to Avonwood Capital Corporation, a consultant to
the Company (the "Consultant") pursuant to a written Consulting Agreement dated
February 22, 1996 (the "Consulting Agreement") providing for the issuance of
Shares. Such selling stockholder may sometimes hereafter be referred to as the
"Selling Security Holder." All of the Shares are being issued to the Consultant
pursuant to the Consulting Agreement. The Company has been advised by the
Selling Security Holder that it may sell all or a portion of the Shares from
time to time in the OTC Bulletin Board market, in negotiated transactions,
directly or through brokers or otherwise, and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated prices, and
the Company will not receive any proceeds from such sales. The Company's
principal executive office is located at 730 Louis Drive Warminster,
Pennsylvania 18974, (215) 442-0926.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor
any distribution of the Shares issuable under the terms of the Agreement shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is June 3, 1996.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed with the
Commission can be inspected and copies obtained at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549.
Copies of this material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington D.C. 20549. The Company's Common Stock is quoted on the OTC
Bulletin Board under the symbol "NHTL."
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of up to 60,000
shares of the Company's Common Stock offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the Registration Statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB filed for the year ended
December 31, 1995 and the Company's Quarterly Reports on Forms 10-QSB for the
quarters ended September 30, 1995 and March 31, 1996.
2. All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, 730 Louis
Drive Warminster, Pennsylvania 18974, (215) 442-0926.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1995 and the Company's Quarterly Reports on
Form 10-QSB for the quarters ended September 30, 1995 and March 31, 1996, or the
latest Annual Report on Form 10-KSB and Quarterly Reports on Form 10-QSB filed
subsequent thereto. These Annual and Quarterly Reports as well as all other
reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 are hereby incorporated by reference in this
Prospectus and may be obtained, without charge, upon the oral or written request
of any person to the Company at 730 Louis DriveWarminster, Pennsylvania 18974,
(215) 442-0926.
3
<PAGE>
CONSULTING AGREEMENT
WITH AVONWOOD CAPITAL CORPORATION
GENERAL
On February 22, 1996, the Company entered into a Consulting Agreement
with Avonwood Capital Corporation pursuant to which the Company agreed to issue
to the Consultant 60,000 shares of Common Stock of the Company in consideration
for consulting services to be provided to the Company over an anticipated three-
month period commencing as of the date of the agreement. Under the terms of the
Consulting Agreement, Avonwood Capital corporation is to undertake for and
consult with the Company concerning management, marketing and operational
planning and consulting, strategic planning, corporate organization and
structure, expansion of services and stockholder relations, and shall review and
advise the Company regarding its overall progress, needs and condition.
COMPENSATION
In connection with the Consulting Agreement, the Company has agreed to
issue 60,000 shares of Common Stock of the Company over the aforementioned
period.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common Stock acquired must be made in compliance
with federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under the Federal Securities Laws,
should be aware that resales by affiliates can only be made pursuant to an
effective Registration Statement, Rule 144 or any other applicable exemption.
Officers, directors and 10% and greater stockholders are also subject to the
"short swing" profit rule of Section 16(b) of the Securities Exchange Act of
1934. Section 16(b) of the Exchange Act generally provides that if an officer,
director or 10% and greater stockholder sold any Common Stock of the Company, he
would generally be required to pay to the Company any "profits" resulting from
the sale of the stock.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder, the
amount of shares of Common Stock held directly or indirectly and the percentage
of shares of Common Stock to be owned by the Selling Security Holder following
completion of such offering (based on 9,721,848 shares of Common Stock of the
Company outstanding at March 31, 1996). Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to shares
beneficially owned.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAME OF SELLING NUMBER OF SHARES TO SHARES TO BE PERCENT TO BE
SECURITY SHARES OWNED BE OFFERED OWNED AFTER OWNED AFTER
HOLDER OFFERING OFFERING
- --------------------------------------------------------------------------------
Avonwood Capital 60,000 (1) 60,000 0 none
Corporation
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The compensation for such services includes 60,000 shares of the Company's
common stock issuable to Avonwood Capital Corporation for certain advisory
and consulting services.
4
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, $0.001 par value. The authorized preferred stock of the
Company consists of 14,363 shares of Preferred Stock, $ 0.001 par value.
<PAGE>
The following summary of certain terms of the Common Stock does not purport
to be complete and is subject to, and qualified in its entirety by, the
provisions of the Company's Certificate of Incorporation and By-laws, which are
included as exhibits to the Registration Statement of which this Prospectus is a
part, and the provisions of applicable law.
COMMON STOCK
As of the date of this Prospectus, there are 9,721,848 shares of Common
Stock outstanding. Holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders.
Holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then outstanding preferred
stock, if any. Holders of Common Stock have no right to convert their Common
Stock into any other securities. The Common Stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are, and
the Common Stock to be outstanding upon completion of this Offering will be,
duly authorized, validly issued, fully paid and nonassessable.
PREFERRED STOCK
As of the date of this Prospectus, there are 14,363 shares of Preferred
Stock outstanding.
OTC BULLETIN BOARD
The Company's Common Stock is currently quoted on the OTC Bulletin Board
under the symbol "NHLT."
TRANSFER AGENT
The Transfer Agent for the shares of Common Stock is Interwest Transfer,
1981 E. Murray Holladay Rd., Suite 100, Salt Lake City, Utah 84117.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Horwitz, Cutler & Beam, Irvine,
California.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in the
registration statement:
(a) The Company's Annual Report on Form 10-KSB filed for the year ended
December 31, 1995 and the Company's Quarterly Reports on Forms 10-QSB
for the quarters ended September 30, 1995 and March 31, 1996.
All other documents filed in the future by Registrant after the date of this
Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be
5
<PAGE>
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
A description of the Registrant's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Bylaws and the Utah Revised Business Corporation Act provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
The Company's Articles of Incorporation further provides that a director of the
Company shall not be personally liable for monetary damages to the Company or
its shareholders for breach of any fiduciary duty as a director, except for
liability (I) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for the unlawful
payments of dividends or stock redemption by the Company or (iv) for any
transaction from which the director derives an improper personal benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inasmuch as Avonwood Capital Corporation who received the Shares of the
Registrant was knowledgeable, sophisticated and had access to comprehensive
information relevant to the Registrant, such transaction was undertaken in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.
Item 8. EXHIBITS
4(1) Agreement with Avonwood Capital Corporation
5 Opinion of Horwitz, Cutler & Beam, consent included,
relating to the issuance of the shares of securities
pursuant to the Management Consulting Agreement.
23(1) Consent of Horwitz, Cutler & Beam, included in opinion set
forth in Exhibit 5 hereto.
23(2) Consent of Jones, Jensen & Company, independent auditors.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
6
<PAGE>
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental
change in the information set forth in
the registration statement;
(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, including (but not limited
to) any addition or election of a
managing underwriter.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities offered at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) 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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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 event that a claim for
indemnification against such liabilities (other than the
payment by 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 that 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.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Warminster, Pennsylvania,
on June 3, 1996.
NATIONAL HEALTH & SAFETY CORPORATION
By: /s/ R. Dennis Bowers
-------------------------------
R. Dennis Bowers
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on June 3, 1996.
/s/ R. Dennis Bowers President, Chief Executive Officer and
- ------------------------------- Director (Principal Executive Officer)
R. Dennis Bowers
/s/ Roger H. Folts Vice President, Treasurer and Director
- ------------------------------- (Principal Financial and Accounting
Roger H. Folts Officer)
/s/ Patricia S. Bathurst Vice President, Secretary and Director
- -------------------------------
Patricia S. Bathurst
<PAGE>
EXHIBIT INDEX
Exhibit(4)(1) Agreement with Avonwood Capital Corporation
Schedule A LEAHMAN FORMULA to Exhibit(4)(1)
Exhibit (5) Opinion of Horwitz, Cutler & Beam relating to issuance of shares
of securities pursuant to the above Agreement
Exhibit 23(2) Consent of Jones, Jensen & Company, independent auditors
<PAGE>
EXHIBIT (4)(1)
AGREEMENT
WITH
AVONWOOD CAPITAL CORPORATION
<PAGE>
AGREEMENT
THIS AGREEMENT, ("Agreement") is made this 22nd day of February, 1996 between
AVONWOOD CAPITAL CORPORATION, Three Radnor Corporate Center, Suite 400, 100
Matsonford Road, Radnor, Pennsylvania 19087 ("ACC"), and NATIONAL HEALTH &
SAFETY CORPORATION, P.O. Box 1179 Southampton, PA 18966 ("NHSC" or the
"Company").
BACKGROUND OF AGREEMENT
ACC is in the business, among other things, of providing management
and consulting for business, with particular emphasis on planning and
implementation of business strategies (the "Management Consulting Services").
The Company believes that it is in its best interest to avail itself of the
services of ACC and ACC is willing to provide the Management Consulting Services
to the Company on the terms and conditions hereinafter set forth.
NOW THEREFORE, the parties hereto in consideration of the mutual
promises contained herein and intending to be legally bound hereby agree as
follows:
1. ACC agrees to provide Management Consulting Services to the Company with
emphasis in the following areas:
a. Implement a corporate shareholder relations program to enhance
shareholder value;
b. Advise the Company on the possible creation of other strategic
alliances; and,
c. Investigate potential mergers and acquisitions for the Company.
Compensation for advising and assisting the Company in an acquisitions
covered in paragraph 3.
2. The Company agrees that ACC shall have the right to provide the Management
Consulting Services to the Company for a period of three (3) months from
the date hereof. The term of this agreement shall be automatically
extended on a month to month basis unless cancelled in writing by either
party 30 days prior to the end of each month. During the term of this
agreement, the Company shall pay to ACC a monthly fee of 20,000 shares of
common stock of NHSC. The first payment is due upon the closing of this
Agreement and the remaining two payments will be due on the same day of
each month thereafter. NHSC acknowledges that these shares are
compensation for work provided by ACC solely as a result of this management
consulting contract and not as compensation for any capital raising
function. The Company further
<PAGE>
acknowledges that ACC may register these shares pursuant to a S-8 registration
at any time hereafter.
3. In recognition of the extraordinary effort required to complete an
acquisition, NHSC agrees that during the term of this agreement, and for a
period of one year thereafter, if NHSC should make an acquisition through
any entity introduced to NHSC by ACC, that ACC shall received a finders fee
in accordance with Exhibit A, attached (the "Leahman Formula"). It is
further agreed that any mergers, acquisitions or other fund raising
activities resulting from introductions to NHSC by David R. Vaughan and
Associates are exempt from this finders fee agreement with the exception of
financing obtained during the next twelve months from Nationwide Insurance
Company. ACC will receive the above finders fee in accordance with Exhibit
A if financing is received by NHSC from Nationwide Insurance Company within
the next twelve months.
The compensation which shall be payable to ACC pursuant to Schedule A shall
be paid by the Company to ACC at the closing of an acquisition.
4. The Company shall also reimburse ACC for any and all reasonable and normal
business expense incurred by ACC in the provision of the Management
Consulting Services up to the sum of $1,000 per month; provided, however,
any expenditures in excess of $1,000 per month will also be reimbursed to
ACC as long as ACC has prior to such expenditure, received the approval of
the Company to incur such expenses.
5. This Agreement constitutes the entire agreement between the parties and may
not be changed unless in writing and signed by both parties.
6. This Agreement is intended to be governed by and construed under the laws
of the Commonwealth of Pennsylvania.
7. This Agreement is intended to be binding upon and inure to the benefit of
the parties hereto, their successors and assigns.
8. Each party agrees to indemnify and hold the other part harmless from and
against any and all suits, judgments, causes of actions or claims resulting
from the negligence or willful misconduct of its agents or employees.
<PAGE>
IN WITNESS WEREOF, the parties have duly executed this Agreement the 22nd day of
February, 1996.
AVONWOOD CAPITAL CORPORATION
By: /s/ James W. Porter, Jr.
------------------------
Title: President
---------
NATIONAL HEALTH & SAFETY CORPORATION
By: /s/ R. Dennis Bowers
---------------------
Title: CEO
---
<PAGE>
SCHEDULE A
LEAHMAN FORMULA
Five percent (5%) of the consideration up to $1 million, plus
Four percent (4%) of the consideration from $1 to $2 million, plus
Three percent (3%) of the consideration from $2 to $3 million, plus
Two percent (2%) of the consideration from $3 to $4 million, plus
One percent (1%) of the consideration in excess of $4 million.
<PAGE>
EXHIBIT(5)
[Letterhead of Horwitz, Cutler & Beam]
May 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W., Judiciary Plaza
Washington, DC 20549
RE: NATIONAL HEALTH & SAFETY CORPORATION
Ladies and Gentlemen:
This office represents NATIONAL HEALTH & SAFETY CORPORATION, a Utah
corporation (the "Registrant"), in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the issuance and sale of 60,000 shares of the
Registrant's Common Stock issuable to Avonwood Capital Corporation for
performance of certain management services (the "Registered Securities"). In
connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Horwitz, Cutler & Beam
/s/ HORWITZ, CUTLER & BEAM
<PAGE>
EXHIBIT 23(2)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
audit report dated March 1, 1996 (and to all references to our Firm) included in
the Form 10KSB and incorporated by reference in the Form S-8 registration
statement of National Health & Safety Corporation.
Jones, Jensen & Company
