SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------
SAF T LOK INCORPORATED
(Exact name of Registrant as specified in its charter)
Florida
(State of other jurisdiction of incorporation or organization)
65-0142837
(I.R.S. Employer Identification Number)
1101 Northpoint Parkway
West Palm Beach, FL 33407
(Address of Principal Executive Offices, including Zip Code)
Agreement for Legal Services
(Full title of the plan)
Franklin W. Brooks, President and Chief Executive Officer
1101 Northpoint Parkway
West Palm Beach, FL 33407
(561) 478-5625
(Name, Address and Telephone Number, including area code of Agent for Service)
With Copies to:
Jeff M. Cohen, Esq.
Nixon Peabody LLP
One Thomas Circle, NW
Washington, DC 20005
And
Philippe C. Jeck, Esq.
Jeck, Harris & Jones
1061 East Indiantown Road
Jupiter, Florida 33477
<PAGE>
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price per Aggregate Offering Price1 Registration Fee
Share1
- ------------------------- ----------------- -------------------------- -------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, 87,093 $2.4688 $215,015.19 $597.74
$0.01 par value
</TABLE>
1 - This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended and is calculated on the basis of the high and low prices per share of
the Common Stock as of a date within five business days prior to the filing of
this Registration Statement.
<PAGE>
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PROSPECTUS
SAF T LOK INCORPORATED
1101 Northpoint Parkway
West Palm Beach, FL 33407
87,093 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale by Saf T Lok
Incorporated, a Florida corporation (the "Company") of shares of its par value
$0.01 per share common stock (the "Common Stock") to Ruben & Aronson, LLP, legal
consultants to the Company (the "Consultant") pursuant to an agreement entered
into between the Company and the Consultant, dated April 16, 1999 (the
"Agreement"). The Company is registering hereunder and then issuing upon receipt
of adequate consideration therefor to the Consultant 87,093 shares of the Common
Stock in consideration for legal services rendered and to be performed under the
Agreement.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act") may sell all or part of the shares in any way permitted by law including
sales in the automated quotation system maintained by the National Association
of Securities Dealers, Inc. ("NASDAQ") at prices prevailing at the time of such
sale. None of the shares registered hereunder are being sold to anyone who is an
affiliate of the Company. An affiliate is, summarily, any director, executive
officer or controlling shareholder of the Company. The affiliates of the Company
may become subject to Section 16(b) of the Securities Exchange Act of 1934 as
amended (the "Exchange Act") which would limit their discretion in transferring
the shares acquired in the Company. If the Consultant who is not now an
affiliate becomes an affiliate of the Company in the future; it would then be
subject to Section 16 (b) of the Exchange Act (See General Information --
Restrictions on Resale).
The Common Stock is listed on NASDAQ under the symbol "LOCK".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Date of this Prospectus is July 14, 1999
This Prospectus is part of any Registration Statement which was filed
and became effective under the Securities Act and does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations promulgated by the U.S.
Securities and Exchange Commission (the "Commission") under the Securities Act.
The statements in this Prospectus as to the contents of any contracts or
<PAGE>
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other documents filed as an exhibit to either the Registration Statement or
other filings of the Company with the Commission are qualified in their entirety
by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Saf T Lok, 1101
Northpoint Parkway, West Palm Beach, FL 33407, (561) 478-5625.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports and other information filed by the Company under the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street N.W. Washington, D.C. 20549.
Copies may be obtained at the prescribed rates. In addition the Common Stock is
quoted on the automated quotation system maintained by the National Association
of Securities Dealers, Inc. ("NASD"). Thus, copies of these reports, and other
information may also be examined at the offices of the NASD at 1735 K Street
N.W. Washington, D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.
<PAGE>
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TABLE OF CONTENTS
PART I ..................................................................... 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ....................... 1
ITEM 1. PLAN INFORMATION .................................................. 1
GENERAL INFORMATION ........................................................ 1
The Company ................................................................ 1
Purpose .................................................................... 1
Common Stock ............................................................... 1
The Consultant ............................................................. 1
No Restrictions on Transfer ................................................ 1
Tax Treatment to the Consultant ............................................ 1
Restrictions on Resale ..................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION ............... 2
ITEM 2. REGISTRANT INFORMATION ........................................... 2
Legal Opinion and Experts .................................................. 2
Indemnification of Officers and Directors .................................. 3
PART II .................................................................... 3
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ......................... 3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ........................... 3
ITEM 4. DESCRIPTION OF SECURITIES ......................................... 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ............................ 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ......................... 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ............................... 6
ITEM 8. EXHIBITS .......................................................... 6
ITEM 9. UNDERTAKINGS ...................................................... 6
SIGNATURES ................................................................. 8
EXHIBIT INDEX .............................................................. 9
<PAGE>
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PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
GENERAL INFORMATION
The Company
The Company has its principal offices at 1101 Northpoint Parkway, West
Palm Beach, FL 33407, (561) 478-5625.
Purposes
The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreement is intended
to provide a method whereby the Company will be able to use the legal services
of the Consultant in connection with the Company's business affairs as the
Company may from time to time reasonably request. A copy of the agreement has
been filed as an exhibit to this Registration Statement.
Common Stock
The Board of Directors has authorized the issuance of up to 87,093
shares of the Common Stock to the Consultant upon effectiveness of this
Registration Statement.
The Consultant
The Consultant has agreed to provide its legal expertise and advice to
the Company on a non-exclusive basis for the purpose of advising of the Company.
No Restrictions on Transfer
The Consultant will become the record and beneficial owner of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer.
<PAGE>
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Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.
Restrictions on Resales
In the event than an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
Documents Incorporated By Reference and Additional Information
The Company hereby incorporates by reference (i) its annual report of
Form 10-KSB for the year ended December 31, 1998, filed pursuant to Section 13
of the Exchange Act, (ii) any and all Forms 10-Q filed under the Securities or
Exchange Act subsequent to any filed Form 10-KSB, as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any,
to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to the Company at 1101 Northpoint Parkway, West Palm Beach, FL 33407.
Legal Opinions and Experts
Jeck, Harris & Jones, LLP has rendered an opinion on the validity of
the securities being registered. Jeck, Harris & Jones, LLP is not an "affiliate"
of the Company and does not have a
<PAGE>
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substantial interest in the registrant. (See Part II, Item 5 - Interests of
Named Experts and Counsel).
The financial statements of Saf T Lok Incorporated by reference in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 1998 have
been audited by Goldberg & Company, P.A., independent auditors, as set forth in
their report incorporated herein by reference and are incorporated herein in
reliance upon such report given upon the authority of the firm as experts in
auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
SAF T LOK INCORPORATED (the "Company") is subject to the informational
and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents, which are filed with the Commission, are incorporated in this
Registration Statement by reference:
The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act.
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in the preceding paragraph.
The description of the Company's common stock, par value $0.01 per
share ("Common Stock"), contained in a registration statement filed on Form S-3
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
<PAGE>
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ITEM 4. DESCRIPTION OF SECURITIES
The securities being registered are par value $0.01 common stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850 of the Florida Business Corporation Act, provides that
a corporation may indemnify any person who was or is a party (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust of other
enterprise, against liability incurred in connection with such proceeding,
including any appeal thereof, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 607.0850 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party in the right of the corporation to
procure a judgment in its favor, against the estimated expense of litigating the
proceeding to conclusion actually and reasonably incurred in connection with the
defense or settlement of such proceeding if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such other court shall deem proper.
Section 607.0831 of the Florida Business Corporation Act provides that
a director is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporate, management or policy, by a director, unless (i) the director breached
or failed to perform his duties as a director, (ii) the director's breach or
failure to perform constitutes a violation of criminal law unless the director
had no reasonable cause to believe his conduct was unlawful, the director
derived an improper personal benefit directly or indirectly, (iii) the
director's conduct triggers the liability provisions of Section 607.0834
(relating to unlawful distributions), (iv) the director's conduct constitutes a
conscious disregard for the best interest of the corporation, or willful
misconduct in a proceeding by or in the right of the corporation or a
shareholder, or (v) the director's conduct constitutes recklessness or an act or
omission committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property in
a proceeding by or in the right of someone other than the corporation or a
shareholder.
<PAGE>
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The Company's Articles of Incorporation provide that no director shall
be personally liable for monetary damages for any statement, vote, decision, or
failure to act regarding corporate management or policy, unless the director
breached or failed to perform his duties as a director, and the director's
breach of, or failure to perform, those duties constitutes a violation of the
criminal law (unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful), was
a transaction from which the director derived an improper personal benefit, was
a circumstance under which the liability provisions of Section 607.0834 of the
Florida Business Corporation Act are applicable, was in a proceeding by or in
the right of the Company to procure a judgment in its favor or by or in the
right of a shareholder, was in conscious disregard for the best interest of the
Company, or willful misconduct, or in a proceeding by or in the right of someone
other than the Company or a shareholder, was recklessness, in bad faith, with
malicious purpose, or in a manner exhibiting wanton and willful disregard of
human rights, safety or property.
The Company's Articles of Incorporation further provide for the
nonexclusive indemnification for each person who is or was a director, officer,
agent, or employee of the Company or who is or was serving at the request of the
Company as its representative in the position of a director, officer, agent or
employee of another corporation, partnership, joint venture, trust or other
enterprise and as to whom the Company has agreed to grant such indemnity, to the
fullest extent permitted or authorized by current or future legislation,
judicial, or administrative decision, against any fine, liability, cost or
expense, including attorneys' fees, asserted against him or incurred by him in
his capacity as such director, officer, agent, employee or representative, or
arising out of his status as such director. The Company may maintain insurance,
to protect itself and any such person against any such fine, liability, cost or
expense. Costs, charges and expenses incurred by officers or directors in
defending a civil or criminal suit, action, or proceeding shall be paid by the
Company in advance of the final disposition upon receipt of an undertaking to
repay all amounts so advanced in the event it shall ultimately be determined
that such person is not entitled to be indemnified by the Company, and upon
satisfaction of any other conditions as are required by law. Such costs, charges
and expenses incurred by employees and agents may be so paid as the Board of
Directors may deem appropriate.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
(a) The following exhibits are filed as part of this S-8 Registration
Statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
5. Opinion of Jeck, Harris & Jones, LLP regarding the
legality of the securities registered.
<PAGE>
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10 Agreement for Legal Services with Ruben & Aronson, LLP.
23.1 Consent of Jeck, Harris & Jones, LLP., to the use of
their opinion with respect to the legality of the
securities being registered hereby (contained in Item
5, above).
23.2 Consent of Goldberg & Company, P.A., Certified Public
Accountants
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes to file during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement of
any material change to such information in the Registration Statement.
2. The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned Registrant hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
4. 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 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 related to the securities offered therein,
and the offering of such securities at such time shall be deemed to be the
initial bona fide offering thereof.
5. 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 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 its is
against public policy as expressed in the Act, and will be governed by the final
adjudication of such issue.
<PAGE>
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in West Palm Beach, Florida, on
the date set forth below.
Dated: June 25, 1999
SAF T LOK INCORPORATED
/s/Franklin W. Brooks
-------------------------------
Franklin W. Brooks
President and Chief Executive Officer, Director
/s/William M. Schmidt
-------------------------------
William M. Schmidt
Chief Financial Officer, Principal Financial
Officer and Principal Accounting Officer,
Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Corporation and in the capacities and on the dates indicated.
/s/Jeffrey W. Brooks
-------------------------------
Jeffrey W. Brooks
Director, Vice President, Secretary and Treasurer
Dated: June 25, 1999
/s/Dennis W. DeConcini
--------------------------------
Dennis W. DeConcini
Director
Dated: June 25, 1999
---------------------------------
James V. Stanton
Director
Dated: June __, 1999
FORM S-8 REGISTRATION STATEMENT
<PAGE>
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EXHIBIT INDEX
The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
- --------------------------------------------------------------------------------
5. Opinion of Counsel 14
10. Agreement for Legal Services 16
23.1 Consent of Jeck, Harris & Jones, LLP
(included in Opinion of Counsel - Exhibit 5)
23.2 Consent of Goldberg and Company, P.A. 20
Certified Public Accountants
-14-
EXHIBIT 5
July 14, 1999
Saf T Lok Incorporated
1101 Northpoint Parkway
West Palm Beach, Florida 33407
RE: Saf T Lok Incorporated Registration Statement on Form S-8 for
87,093 shares of common stock to Ruben & Aronson, LLP
Ladies and Gentlemen:
We have acted as special Florida counsel to Saf T Lok Incorporated (the
"Company") to render this opinion in connection with the validity of the
securities being registered in the Registration Statement executed by the
Company dated July 14, 1999, in which 87,093 shares of par value $0.01 common
stock ("Common Stock") of the Company are to be issued to Ruben & Aronson, LLP
("Registration Statement") and for no other part of the Registration Statement.
This opinion is furnished pursuant to Item 2 of the Registration Statement and
is given with the consent of the Company. Capitalized terms not otherwise
defined in this opinion have the definitions set forth in the Registration
Statement.
We do not express any opinion concerning any law other than the law of
Florida. In rendering the foregoing opinion, we have not expressed an opinion on
matters of Federal law.
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions dated April 8, 1991 issued by
the Business Law Section of The Florida Bar, as amended and supplemented (the
"Report"). The Report is incorporated by reference into this opinion.
In rendering the following opinions, we have relied, with your
approval, as to factual matters that affect our opinions, solely on our
examination of the following documents ("Transaction Documents") and have made
no independent verification of the facts asserted to be true and correct in
those documents, including the factual representations and warranties contained
in the Registration Statement.
1. Articles of Incorporation of the Company.
2. Bylaws of the Company.
3. Certification By Company furnished to us by the Company, a
copy of which is attached as Exhibit A to this opinion.
4. Minutes of Company's Board of Directors meeting dated February
24, 1999, Written Consent of Company's Board of Directors
dated May 11, 1999, and originals, or copies, certified to our
satisfaction, of such records of meetings, written actions
<PAGE>
-15-
in lieu of meetings, or resolutions adopted at meetings, of
the directors of the Company, documents and such other
documents and instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed
below.
5. Registration Statement.
6. Certificate of Status from the Florida Secretary of State
dated June 7, 1999.
7. Agreement for Legal Services between Ruben & Aronson, LLP and
the Company dated April 16, 1999
8. Opinion Letter from Gray, Harris & Robinson P.A. to the
Company dated February 10, 1999 ("GHR Opinion Letter").
In rendering the following opinions, we have made no assumptions other
than those set forth in the Report and the assumption, based on the GHR Opinion
Letter, that sufficient authorized and unissued common stock of the Company
exist to issue the Common Stock.
Based on the foregoing, and subject to the qualifications and
limitations stated in this letter and in the Report, we are of the opinion that:
1. The Company has been incorporated under the Florida Business
Corporation Act (or prior law) and its status is active.
2. The terms and conditions of the Common Stock conform to the
description thereof contained in the Registration Statement and the Common Stock
are not subject to preemptive rights. The form of the stock certificates used to
evidence the Common Stock are not in good and proper form because they
incorrectly name the Company as "Saf T Lok, Inc." and incorrectly describe the
stock as no par stock, the consequences of which are uncertain.
3. The issuance and the sale of the Common Stock has been validly
authorized and the Common Stock, when issued, will be legally issued, fully paid
and non-assessable shares of common stock of the Company.
In rendering the foregoing opinion, we have not expressed an opinion on
matters covered by the GHR Opinion Letter.
This opinion is furnished to you by us as special Florida counsel for
the Company, is solely for your benefit, and is rendered solely in connection
with the transaction to which this opinion relates. This opinion may be relied
upon only in connection with this transaction and may not be relied upon by any
other persons without our prior written consent. We hereby consent to the filing
of this opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/Jeck, Harris & Jones LLP
Jeck, Harris & Jones, LLP
-16-
Exhibit 10-Agreement for Legal Services
April 16, 1999
Franklin W. Brooks
Chairman, President & CEO
Saf T Lok Incorporated
1101 Northpoint Parkway
West Palm Beach, Florida 33407
Re: Agreement for Legal Services
Dear Mr. Brooks:
You have asked Ruben & Aronson, LLP (the "Firm") to accept payment for
services in the form of common stock of Saf T Lok Incorporated (the "Company")
in order to permit the Company to continue availing itself of the Firm's
services while the Company seeks additional working capital. This letter
agreement, which is entered into as of the 16th day of April, 1999, will set
forth the understanding of the Company and the Firm with respect to (i)
satisfaction of outstanding invoices for legal services and out-of-pocket
expenses; and (ii) legal services to be performed in the months of April, May
and June of 1999. because the rules governing conduct of attorneys in the
District of Columbia require that the material terms of a contract for legal
services be memorialized in a written retainer agreement, I have set them forth
below.
1. Prior Fees. Pursuant to a June 1998 retainer agreement, the Firm has
performed services and rendered invoices, some of which remain unpaid. The total
amount due for services rendered through March 31, 1999 is $40,679.96 in fees
(the "Prior Fees) and $1,497.95 in out-of-pocket expenses (which expenses the
Company will pay by check upon due execution of this agreement. The Company has
requested that the Firm accept payment for the Prior Fees in the form of 35,190
shares of the common stock of the Company (calculated by dividing the Prior Fees
by $1.156, the closing price of the Company's common stock as quoted by Nasdaq
on the date of this agreement).
2. Future Services. The Company has engaged the Firm to perform legal services
in the areas of corporate and securities law. Specifically, the Firm will
perform such services as the Company may request in connection with (1)
preparation of the Company's periodic filings with the Securities and Exchange
Commission (in cooperation with the Company's independent auditors); (ii)
drafting of contracts and press releases (in cooperation with the Company's
public relations consultants) (iii) documenting private placements of the
Company's securities; (iv) preparation of registration statements; (v)
representing the Company in the investigation being conducted by Enforcement
Division of the Securities and Exchange Commission; and (vi) providing such
additional general corporate and securities advice as the Company may request.
All work will be performed at reasonable times and upon reasonable notice by the
Company. The Firm has not been engaged to represent any
<PAGE>
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other persons or parties with respect to such matters, and the Firm's
representation of the Company specifically such other representation.
Notwithstanding the breadth of the above described tasks, this is a
limited representation. The Firm has not been engaged to perform services for
the Company with respect to such matters as public offerings of securities
(except as otherwise set forth herein), litigation, and mergers and
acquisitions. To the extent the Company requires such services, the Firm would
be pleased to bid on providing such services. In no event, however, shall the
Firm be obligated to perform or provide services outside the scope of the Firm's
expertise. For example, the Company acknowledges that the Firm will not be
required to provide advice or services with respect to tax law or intellectual
property law.
3. Fees; Basis for Determination. In addition to the description of the services
to be performed by the Firm, the District of Columbia requires us to set forth
the fee to be charged for such services and the basis upon which it was
determined. The fees for legal services with respect to these matters will not
be based upon the Firm's standard hourly rates, which range from $125 to $250
per hour, but rather a fixed fee of $20,000 per month (the "Future Fees"). Rule
1.5 of the District or Columbia Rules of Professional Conduct permits such fee
arrangements so long as the fee charged is reasonable under the circumstances.
The factors to be considered in determining the reasonableness of the fee, as
set forth in the Rule, include the time and labor required, the novelty and
difficulty of the questions involved, the skill requisite to perform the legal
service properly, the likelihood, if apparent to the client, that the acceptance
of the particular employment will preclude other employment by the lawyer, the
time limitations imposed by the client or the circumstances, and the experience,
reputation, and ability of the lawyer or lawyers performing the services.
Applying these factors, the Firm believes the fee to be charged meets the Rule's
requirement of reasonableness. In the event experience proves that such fees for
the tasks assigned do not constitute reasonable compensation for bona fide
services rendered, the Firm shall so advise the Company and propose an
adjustment in the fee. The Firm encourages the Company, however, to consult with
other counsel and advisors before entering this agreement.
The fee is not contingent upon the closing of a transaction or any
other event or outcome and will be deemed earned, due, and payable upon receipt
as provided by District of Columbia law. The Company will not be billed for
normal secretarial or clerical staff time, nor for computer time associated with
the word processing and billing systems. The Company will be billed for all
out-of-pocket disbursements incurred, which may typically include facsimile and
photocopier services, computer research costs, postage, copying, long distance
telephone calls, cab fares, mileage reimbursements, airline tickets, overnight
accommodations and out-of-town meal charges (when performance of the assigned
tasks requires travel), messengers, and secretarial overtime charges caused by
any time constraints which make such charges unavoidable, as a practical matter,
in the due course of business.
All bills are due upon receipt, and prompt payment is appreciated.
4. Term. This Agreement shall be for a period three months ending June 30,
1999.
The Company may terminate this Agreement at any time, with or without
cause. The Firm may terminate this Agreement at any time for cause, and upon
thirty (30) days written
<PAGE>
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notice without cause, so long as such termination is consistent with the Firm's
obligations under the District or Columbia Rules of Professional Conduct. In the
event of termination of this Agreement, the Firm will refund to the Client any
portion of the fee paid for which services have not yet been rendered. Such
refund may be in cash or common stock of the Company (as described below) at the
Firms election.
5. Issuance of Common Stock; Registration.
(a) Issuance As an accommodation to the Company, given the Company's
current cash shortage, the Firm agrees that the Company may pay the Firm's fees
(but not out-of-pocket expenses), at the Company's option, either in cash or
through the issuance of the Company's common stock. The common stock will be
issued at a price per share equal to the closing price of the stock as of April
16, 1999: $1.156 per share. Accordingly, the Company will issue 35,190 shares
for the Prior Fees and 51,903 shares for the Future Fees.
(b) Registration. Upon execution and delivery of this Agreement, the
Company will issue to the Firm 87,093 shares of the Company's common stock,
which upon registration on Form S-8 by the Company will constitute full
satisfaction for the Prior Fees and the Future Fees. In connection with such
registration, the Company will file with the Securities and Exchange Commission
such periodic filings and post-effective amendments as may be required to
maintain the effectiveness of the registration statement fur two years or until
all of the shares have been sold. All shares delivered to the Firm shall be
issued without restrictive legend or stop transfer, and shall be deemed fully
paid and non-assessable. For any month during which (i) either party terminates
this Agreement; or (ii) the Firm and the Company agree that a lesser fee is due,
the Company shall be entitled to the return of the appropriate number of shares
and to cancel such shares and return them to authorized but unissued status.
(c) Suitability. The Firm acknowledges that an investment in the
Company's common stock involves a high degree of risk and that the Company's
independent auditors have included a going concern qualification in the
Company's financial statements. The Firm warrants and represents to the Company
that an investment in the common stock is a suitable investment for the Firm.
The Firm intends to deposit the shares into a blind trust so that the Firm will
not make any investment decisions at any time that the Firm possesses material
non-public information concerning the Company.
By signing this agreement, the Company Understands that the Firm cannot
promise or guarantee the outcome of the matters undertaken on behalf of the
Company. Any comment about the outcome of the Company's matters are expressions
of judgment only and are based upon the extent of the factual knowledge of the
attorney expressing the opinion at the time of the expression of such judgment.
If you have any questions concerning the Firm's representation or any
matters pertaining to this agreement, please do not hesitate to contact me
before signing below.
<PAGE>
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Respectfully submitted,
/s/Ruben & Aronson, LLP
RUBEN& ARONSON, LLP
READ, CONSIDERED AND AGREED:
SAF T LOK INCORPORATED
By:/s/Franklin W. Brooks
Franklin W. Brooks, President
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EXHIBIT 23.2
CONSENT OF
CERTIFIED PUBLIC ACCOUNTANTS'
July 14, 1999
Saf T Lok Incorporated
1101 Northpoint Parkway
West Palm Beach, Florida 33407
Gentlemen:
We consent to incorporation by reference in Form S-8 of Saf T Lok
Incorporated (the "Company") of our report dated March 24, 1999 relating to the
consolidated balance sheets of the Company as of December 31, 1998 and December
31, 1997 and the related consolidated statements of operations, changes in
shareholders' equity and changes in cash flows for the years then ended, which
report is included in the annual report on Form 10-KSB.
/S/ GOLDBERG AND COMPANY, P.A.
CERTIFIFIED PUBLIC ACCOUNTANTS
