U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
eConnect
(Exact name of registrant as specified in its
charter)
Nevada
43-1239043
(State of Incorporation)
(I.R.S. Employer ID No.)
2500 Via Cabrillo Marina, Suite 112,
San Pedro, California
90731
(Address of
Principal Executive Offices)
(Zip Code)
Retainer Stock Plan for Non-
Employee Directors and Consultants
(Full title of the Plan)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue,
Suite 200, Las Vegas, Nevada 89102
(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent
for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities
to be
Registered
Amount to
be
Registered
Proposed
Maximum
Offering
Price Per
Share (1)
Proposed
Aggregate
Offering
Price
Amount of
Registratio
n Fee
Common
Stock
1,083,000
$0.01
$10,830
$3.01
(1) The Offering Price is used solely for purposes
of estimating the registration fee pursuant to
Rules 457(c) and 457(h) promulgated pursuant to
the Securities Act of 1933. The Offering Price
per Share is established pursuant to a Retainer
Stock Plan for Non-Employee Directors and
Consultants, set forth in Exhibit 4.1 to this Form
S-8 (see Exhibit Index on page 5).
Part I
Information Required in the Section 10(a)
Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan
Annual Information.
The documents containing the information specified
in Part I, Items 1 and 2, will be delivered to
each of the participants in accordance with Form
S-8 and Rule 428 promulgated under the Securities
Act of 1933. The participants shall provided a
written statement notifying them that upon written
or oral request they will be provided, without
charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement
will inform the participants that these documents
are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving
title or department) and telephone number to which
the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by
reference:
The registrant's latest annual report on Form 10-
KSB/A for the fiscal year ended August 31, 1998.
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 registration documents
referred to in (a) above.
All documents subsequently filed by the registrant
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 securities offered have been
sold or which deregisters all 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.
General Description.
The Articles of Incorporation authorize the
issuance of 200,000,000 shares of common stock,
with a par value of $0.001. The holders of the
Shares: (a) have equal ratable rights to dividends
from funds legally available therefore, when, as,
and if declared by the Board of Directors of the
Company; (b) are entitled to share ratably in all
of the assets of the Company available for
distribution upon winding up of the affairs of the
Company; (c) do not have preemptive subscription
or conversion rights and there are no redemption
or sinking fund applicable thereto; and (d) are
entitled to one non-cumulative vote per share on
all matters on which shareholders may vote at all
meetings of shareholders. These securities do not
have any of the following rights: (a) cumulative
or special voting rights; (b) preemptive rights to
purchase in new issues of Shares; (c) preference
as to dividends or interest; (d) preference upon
liquidation; or (e) any other special rights or
preferences. In addition, the Shares are not
convertible into any other security. There are no
restrictions on dividends under any loan other
financing arrangements or otherwise.
Non-Cumulative Voting.
The holders of Shares of Common Stock of the
Company do not have cumulative voting rights,
which means that the holders of more than 50% of
such outstanding Shares, voting for the election
of directors, can elect all of the directors to be
elected, if they so choose. In such event, the
holders of the remaining Shares will not be able
to elect any of the Company's directors.
Dividends.
The Company does not currently intend to pay cash
dividends. The Company's proposed dividend policy
is to make distributions of its revenues to its
stockholders when the Company's Board of Directors
deems such distributions appropriate. Because the
Company does not intend to make cash
distributions, potential shareholders would need
to sell their shares to realize a return on their
investment. There can be no assurances of the
projected values of the shares, nor can there be
any guarantees of the success of the Company.
A distribution of revenues will be made only when,
in the judgment of the Company's Board of
Directors, it is in the best interest of the
Company's stockholders to do so. The Board of
Directors will review, among other things, the
investment quality and marketability of the
securities considered for distribution; the impact
of a distribution of the investee's securities on
its customers, joint venture associates,
management contracts, other investors, financial
institutions, and the company's internal
management, plus the tax consequences and the
market effects of an initial or broader
distribution of such securities.
Possible Anti-Takeover Effects of Authorized but
Unissued Stock.
One effect of the existence of authorized but
unissued capital stock of the Company may be to
enable the Board of Directors to render more
difficult or to discourage an attempt to obtain
control of the Company by means of a merger,
tender offer, proxy contest, or otherwise, and
thereby to protect the continuity of the Company's
management. If, in the due exercise of its
fiduciary obligations, for example, the Board of
Directors were to determine that a takeover
proposal was not in the Company's best interests,
such shares could be issued by the Board of
Directors without stockholder approval in one or
more private placements or other transactions that
might prevent, or render more difficult or costly,
completion of the takeover transaction by diluting
the voting or other rights of the proposed
acquiror or insurgent stockholder or stockholder
group, by creating a substantial voting block in
institutional or other hands that might undertake
to support the position of the incumbent Board of
Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
Item 5. Interest of Named Experts and Counsel.
No named expert or counsel was hired on a
contingent basis, will receive a direct or
indirect interest in the small business issuer, or
was a promoter, underwriter, voting trustee,
director, officer, or employee of the registrant.
Item 6. Indemnification of Directors and Officers.
Article VII of the registrant's bylaws provide for
the indemnification of the directors and officers
of the registrant against expense of any action to
which he was or is a party to is threatened to be
made a party by reason of the fact that he is or
was an officer of the registrant. Such
indemnification shall be available if the director
or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the
best interests of the registrant, and, if it is a
criminal action, he had no reasonable cause to
believe his conduct was unlawful. If the action
be one by or in the right of the registrant to
procure a judgment in its favor, then in addition
to the preceding requirements, an officer or
director shall be indemnified only is he is not
adjudged to be liable for negligence or misconduct
in the performance of his duty to the registrant,
or is he is adjudged to be liable for negligence
or misconduct in such performance, then he shall
be indemnified only to the extent that the court
in which such action was brought shall determine
that in view of all the circumstances, such person
is fairly and reasonably entitled to indemnity for
such expenses incurred. If there is
indemnification, then it shall be for expenses
actually and reasonably incurred by him in
connection with such action.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-
K, and an index thereto, are attached.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this 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;
(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 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) 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 section 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.
(e) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to
security holders that is incorporated by reference
in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required
to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly
report that is specifically incorporated by
reference in the prospectus to provide such
interim financial information
(h) That 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 it is
against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
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 authorize, in the City of Rancho Palos
Verdes, State of California, on August 27, 1999.
eCONNECT
By: /s/
Thomas S. Hughes
Thomas S. Hughes, President
Special Power of Attorney
The undersigned constitute and appoint Thomas S.
Hughes their true and lawful attorney-in-fact and
agent with full power of substitution, for him and
in his name, place, and stead, in any and all
capacities, to sign any and all amendments,
including post-effective amendments, to this Form
S-8 Registration Statement, and to file the same
with all exhibits thereto, and all documents in
connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-
fact the full power and authority to do and
perform each and every act and thing requisite and
necessary to be done in and about the premises, as
fully and to all intents and purposes as he might
or could do in person, hereby ratifying and
confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
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 date indicated:
Signature
Title
Date
/s/ Thomas S.
Hughes
Thomas S. Hughes
Director, President, and
Chief Executive Officer
August 27, 1999
/s/ Jack M. Hall
Jack M. Hall
Director and Secretary
August 27, 1999
/s/ Diane Hewitt
Diane Hewitt
Director and Treasurer
August 27, 1999
EXHIBIT INDEX
Exhibit
Number
Description
Method
of
Filing
4.1
Retainer Stock Plan for Non-Employee Directors
and Consultants
See
Below
4.2
Consulting Contract (Robert Bragg)
See
Below
4.3
Consultant Agreement (Dominique Einhorn)
See
Below
4.4
Consultant Agreement (Richard Epstein)
See
Below
4.5
Consultant Agreement (Jane Hauser)
See
Below
5, 24.1
Opinion Re: Legality; Consent of Counsel
See
Below
24.2
Consent of Accountant
See
Below
25
Special Power of Attorney
See
Signatu
re Page
eCONNECT
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. Introduction.
This plan shall be known as the "eConnect Retainer
Stock Plan For Non-Employee Directors and
Consultants" is hereinafter referred to as the
"Plan". The purposes of the Plan are to enable
eConnect, a Nevada corporation ("Company"), to
promote the interests of the Company and its
shareholders by attracting and retaining non-
employee Directors and Consultants capable of
furthering the future success of the Company and
by aligning their economic interests more closely
with those of the Company's shareholders, by
paying their retainer or fees in the form of
shares of the Company's common stock, par value
one tenth of one cent ($0.001) per share ("Common
Stock").
2. Definitions.
The following terms shall have the meanings set
forth below:
"Board" means the Board of Directors of the
Company.
"Change of Control" has the meaning set forth in
Section 12(d).
"Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder.
References to any provision of the Code or rule or
regulation thereunder shall be deemed to include
any amended or successor provision, rule or
regulation.
"Committee" means the committee that administers
the Plan, as more fully defined in Section 13.
"Common Stock" has the meaning set forth in
Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in
Section 6.
"Deferred Stock Account" means a bookkeeping
account maintained by the Company for a
Participant representing the Participant's
interest in the shares credited to such Deferred
Stock
Account pursuant to Section 7.
"Delivery Date" has the meaning set forth in
Section 6.
"Director" means an individual who is a member of
the Board of Directors of the Company.
"Dividend Equivalent" for a given dividend or
other distribution means a number of shares of
Common Stock having a Fair Market Value, as of the
record date for such dividend or distribution,
equal to the amount of cash, plus the fair market
value on the date of distribution of any property,
that is distributed with respect to one share of
Common Stock pursuant to such dividend or
distribution; such fair market value to be
determined by the Committee in good faith.
"Effective Date" has the meaning set forth in
Section 3.
"Exchange Act" has the meaning set forth in
Section 13(b).
"Fair Market Value" means the mean between the
highest and lowest reported sales prices of the
Common Stock on the NYSE Composite Tape or, if not
listed on such exchange, on any other national
securities exchange on which the Common Stock is
listed or on NASDAQ on the last trading day prior
to the date with respect to which the Fair Market
Value is to be determined.
"Participant" has the meaning set forth in Section
4.
"Payment Time" means the time when a Stock
Retainer is payable to a Participant pursuant to
Section 5 (without regard to the effect of any
Deferral Election).
"Stock Retainer" has the meaning set forth in
Section 5.
"Third Anniversary" has the meaning set forth in
Section 6.
3. Effective Date of the Plan.
The Plan shall be effective as of April 26, 1999
("Effective Date"), provided that it is approved
by the Board.
4. Eligibility.
*Each individual who is a Director or Consultant
on the Effective Date and each individual who
becomes a Director or Consultant thereafter during
the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during
such period as such individual remains a Director
or Consultant and is not an employee of the
Company or any of its subsidiaries. Each credit
of shares of Common Stock pursuant to the Plan
shall be evidenced by a written agreement duly
executed and delivered by or on behalf of the
Company and a Participant, if such an agreement is
required by the Company to assure compliance with
all applicable laws and regulations.
5. Grants of Shares.
Commencing on the Effective Date, the amount for
service to directors or consultants shall instead
be payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001)
per Share.
6. Deferral Option.
From and after the Effective Date, a Participant
may make an election (a "Deferral Election") on an
annual basis to defer delivery of the Stock
Retainer specifying which one of the following way
the Stock Retainer is to be delivered: (a) on the
date which is three years after the Effective Date
for which it was originally payable ("Third
Anniversary"), (b) on the date upon which the
Participant ceases to be a Director or Consultant
for any reason ("Departure Date") or (c) in five
equal annual installments commencing on the
Departure Date ("Third Anniversary" and "Departure
Date" each being referred to herein as a "Delivery
Date"). Such Deferral Election shall remain in
effect for each Subsequent Year unless changed,
provided that, any Deferral Election with respect
to a particular Year may not be changed less than
six (6) months prior to the beginning of such
Year and provided, further, that no more than one
Deferral Election or change thereof may be made in
any Year.
Any Deferral Election and any change or revocation
thereof shall be made by delivering written notice
thereof to the Committee no later than six (6)
months prior to the beginning of the Year in which
it is to be effected; provided that, with respect
to the Year beginning on the Effective Date, any
Deferral Election or revocation thereof must be
delivered no later than the close of business on
the thirtieth (30th) day after the Effective Date.
7. Deferred Stock Accounts.
The Company shall maintain a Deferred Stock
Account for each Participant who makes a Deferral
Election to which shall be credited, as of the
applicable Payment Time, the number of shares of
Common Stock payable pursuant to the Stock
Retainer to which the Deferral Election relates.
So long as any amounts in such Deferred Stock
Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall
be credited as of the payment date for any
dividend paid or other distribution made with
respect to the Common Stock, with a number of
shares of Common Stock equal to (a) the number of
shares of Common Stock shown in such Deferred
Stock Account on the record date for such dividend
or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. Delivery of Shares.
(a) The shares of Common Stock in a Participant's
Deferred Stock Account with respect to any Stock
Retainer for which a Deferral Election has been
made (together with dividends attributable to such
shares credited to such Deferred Stock Account)
shall be delivered in accordance with this Section
8 as soon as practicable after the applicable
Delivery Date. Except with respect to a Deferral
Election pursuant to Section 6(c), or other
agreement between the parties, such shares shall
be delivered at one time; provided that, if the
number of shares so delivered includes a
fractional share, such number shall be rounded to
the nearest whole number of shares. If the
Participant has in effect a Deferral Election
pursuant to Section 6(c), then such shares shall
be delivered in five equal annual installments
(together with dividends attributable to such
shares credited to such Deferred Stock Account),
with the first such installment being delivered on
the first anniversary of the Delivery Date;
provided that, if in order to equalize such
installments, fractional shares would have to be
delivered, such installments shall be adjusted by
rounding to the nearest whole share. If any such
shares are to be delivered after the Participant
has died or become legally incompetent, they shall
be delivered to the Participant's estate or legal
guardian, as the case may be, in accordance with
the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section
6(c) in effect, the Committee shall deliver all
remaining undelivered shares to the Participant's
estate immediately. References to a Participant in
this Plan shall be deemed to refer to the
Participant's estate or legal guardian, where
appropriate.
(b) The Company may, but shall not be required
to, create a grantor trust or utilize an existing
grantor trust (in either case, "Trust") to assist
it in accumulating the shares of Common Stock
needed to fulfill its obligations under this
Section 8. However, Participants shall have no
beneficial or other interest in the Trust and the
assets thereof, and their rights under the Plan
shall be as general creditors of the Company,
unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Retainers
to Participants from the Trust shall, to the
extent thereof, be treated as satisfying the
Company's obligations under this Section 8.
9. Share Certificates; Voting and Other Rights.
The certificates for shares delivered to a
Participant pursuant to Section 8 above shall be
issued in the name of the Participant, and from
and after the date of such issuance the
Participant shall be entitled to all rights of a
shareholder with respect to Common Stock for all
such shares issued in his or her name, including
the right to vote the shares, and the Participant
shall receive all dividends and other
distributions paid or made with respect thereto.
10. General Restrictions.
(a) Notwithstanding any other provision of the
Plan or agreements made pursuant thereto, the
Company shall not be required to issue or deliver
any certificate or certificates for shares of
Common Stock under the Plan prior to fulfillment
of all of the following conditions:
(i) Listing or approval for listing upon
official notice of issuance of such shares on the
New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market
for the Common Stock;
(ii) Any registration or other qualification of
such shares under any state or federal law or
regulation, or the maintaining in effect of any
such registration or other qualification which the
Committee shall, upon the advice of counsel, deem
necessary or advisable; and
(iii) Obtaining any other consent, approval, or
permit from any state or federal governmental
agency which the Committee shall, after receiving
the advice of counsel, determine to be necessary
or advisable.
(b) Nothing contained in the Plan shall prevent
the Company from adopting other or additional
compensation arrangements for the Participants.
11. Shares Available.
Subject to Section 12 below, the maximum number of
shares of Common Stock which may in the aggregate
be paid as Stock Retainers pursuant to the Plan is
three million (3,000,000). Shares of Common Stock
issueable under the Plan may be taken from
treasury shares of the Company or purchased on the
open market.
12. Adjustments; Change of Control.
(a) In the event that there is, at any time after
the Board adopts the Plan, any change in corporate
capitalization, such as a stock split, combination
of shares, exchange of shares, warrants or rights
offering to purchase Common Stock at a price below
its fair market value, reclassification, or
recapitalization, or a corporate transaction, such
as any merger, consolidation, separation,
including a spin-off, or other extraordinary
distribution of stock or property of the Company,
any reorganization (whether or not such
reorganization comes within the definition of such
term in Section 368 of the Code) or any partial or
complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a
Change of Control (as defined below), (i) the
Deferred Stock Accounts shall be credited with the
amount and kind of shares or other property which
would have been received by a holder of the number
of shares of Common Stock held in such Deferred
Stock Account had such shares of Common Stock been
outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or
other property subject to the Plan shall likewise
be appropriately adjusted to reflect the
effectiveness of any such Transaction and (iii)
the Committee shall appropriately adjust any other
relevant provisions of the Plan and any such
modification by the Committee shall be binding and
conclusive on all persons.
(b) If the shares of Common Stock credited to the
Deferred Stock Accounts are converted pursuant to
Section 12(a) into another form of property,
references in the Plan to the Common Stock shall
be deemed, where appropriate, to refer to such
other form of property, with such other
modifications as may be required for the Plan to
operate in accordance with its purposes. Without
limiting the generality of the foregoing,
references to delivery of certificates for shares
of Common Stock shall be deemed to refer to
delivery of cash and the incidents of ownership of
any other property held in the Deferred Stock
Accounts.
(c) In lieu of the adjustment contemplated by
Section 12(a), in the event of a Change of
Control, the following shall occur on the date of
the Change of Control: (i) the shares of Common
Stock held in each Participant's Deferred Stock
Account shall be deemed to be issued and
outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each
Participant who has a Deferred Stock Account all
of the shares of Common Stock or any other
property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control
shall mean any of the following events:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20%
or more of either (a) the then outstanding shares
of common stock of the Company ("Outstanding
Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of
the Company entitled to vote generally in the
election of directors ("Outstanding Company Voting
Securities"); provided, however, that the
following acquisitions shall not constitute a
Change of Control: (a) any acquisition directly
from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege
unless the security being so converted was itself
acquired directly from the Company), (b) any
acquisition by the Company, (c) any acquisition by
any employee benefit plan (or related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if,
following such reorganization, merger or
consolidation, the conditions described in clauses
(a), (b) and (c) of paragraph (iii) of this
Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof,
constitute the Board of the Company (as of the
date hereof, "Incumbent Board") cease for any
reason to constitute at least a majority of the
Board; provided, however, that any individual
becoming a director subsequent to the date hereof
whose election, or nomination for election by the
Company's shareholders, was approved by a vote of
at least a majority of the directors then
comprising the Incumbent Board shall be considered
as though such individual were a member of the
Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of
office occurs as a result of either an actual or
threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
(iii) Approval by the shareholders of the
Company of a reorganization, merger, binding share
exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or
consolidation (a) more than sixty percent (60%)
of, respectively, the then outstanding shares of
common stock of the corporation resulting from
such reorganization, merger, binding share
exchange or consolidation and the combined voting
power of the then outstanding voting securities of
such corporation entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially
all of the individuals and entities who were the
beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to
such reorganization, merger, binding share
exchange or consolidation in substantially the
same proportions as their ownership, immediately
prior to such reorganization, merger, binding
share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (b)
no Person (excluding the Company, any employee
benefit plan (or related trust) of the Company or
such corporation resulting from such
reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger,
binding share exchange or consolidation, directly
or indirectly, twenty percent (20%) or more of the
Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty
percent (20%) or more of, respectively, the then
outstanding shares of common stock of the
corporation resulting from such reorganization,
merger, binding share exchange or consolidation or
the combined voting power of the then outstanding
voting securities of such corporation entitled to
vote generally in the election of directors and
(c) at least a majority of the members of the
board of directors of the corporation resulting
from such reorganization, merger, binding share
exchange or consolidation were members of the
Incumbent Board at the time of the execution of
the initial agreement providing for such
reorganization, merger, binding share exchange or
consolidation; or
(iv) Approval by the shareholders of the Company
of (a) a complete liquidation or dissolution of
the Company or (b) the sale or other disposition
of all or substantially all of the assets of the
Company, other than to a corporation, with respect
to which following such sale or other disposition,
(x) more than sixty percent (60%) of,
respectively, the then outstanding shares of
common stock of such corporation and the combined
voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors is then
beneficially owned, directly or indirectly, by all
or substantially all of the individuals and
entities who were the beneficial owners,
respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities
immediately prior to such sale or other
disposition in substantially the same proportion
as their ownership, immediately prior to such sale
or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities, as the case may be, (y) no Person
(excluding the Company and any employee benefit
plan (or related trust) of the Company or such
corporation and any Person beneficially owning,
immediately prior to such sale or other
disposition, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or
more of, respectively, the then outstanding shares
of common stock of such corporation and the
combined voting power of the then outstanding
voting securities of such corporation entitled to
vote generally in the election of directors and
(z) at least a majority of the members of the
board of directors of such corporation were
members of the Incumbent Board at the time of the
execution of the initial agreement or action of
the Board providing for such sale or other
disposition of assets of the Company.
13. Administration; Amendment and Termination.
(a) The Plan shall be administered by a committee
consisting of three members who shall be the
current directors of the Company or senior
executive officers or other directors who are not
Participants as may be designated by the Chief
Executive Officer ("Committee"), which shall have
full authority to construe and interpret the Plan,
to establish, amend and rescind rules and
regulations relating to the Plan, and to take all
such actions and make all such determinations in
connection with the Plan as it may deem necessary
or desirable. (b) The Board may from time to time
make such amendments to the Plan, including to
preserve or come within any exemption from
liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best
interest of the Company without further approval
of the Company's stockholders, provided that, to
the extent required under New York law or to
qualify transactions under the Plan for exemption
under Rule 16b-3 promulgated under the Exchange
Act, no amendment to the Plan shall be adopted
without further approval of the Company's
stockholders and, provided, further, that if and
to the extent required for the Plan to comply with
Rule 16b-3 promulgated under the Exchange Act, no
amendment to the Plan shall be made more than once
in any six (6) month period that would change the
amount, price or timing of the grants of Common
Stock hereunder other than to comport with changes
in the Internal Revenue Code of 1986, as amended,
the Employee Retirement Income Security Act of
1974, as amended, or the regulations thereunder.
(c) The Board may terminate the Plan at any time
by a vote of a majority of the members thereof.
14. Micellaneous.
(a) Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to
nominate any Director for reelection by the
Company's shareholders or to limit the rights of
the shareholders to remove any Director.
(b) The Company shall have the right to require,
prior to the issuance or delivery of any shares of
Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the
Committee for the withholding of any taxes
required by law to be withheld with respect to the
issuance or delivery of such shares, including
without limitation by the withholding of shares
that would otherwise be so issued or delivered, by
withholding from any other payment due to the
Participant, or by a cash payment to the Company
by the Participant.
15. Governing Law.
The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the
laws of the State of Nevada.
eCONNECT
By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
CONSULTING CONTRACT
Whereas, Thomas Hughes, on behalf of eConnect
(hereinafter "Company") wishes to contract Robert
Bragg (hereinafter "Consultant") as a consultant
at an hourly rate of $100.00 per hour.
Whereas, Consultant shall endeavor to, on a best
efforts basis, advise, direct and implement
potential European strategic alliances on behalf
of the Company. Consultant will dedicate at least
375 hours of time on behalf of Company.
Consultant is not a registered Broker/Dealer and
will not and cannot directly solicit for
commissions the buying or selling of Company
securities.
Company agrees that all expenses, including but
not limited to printing, copies, and mailings,
directly incurred in the course of any of the
aforementioned criteria, will be reimbursed to
Consultant upon presentation of supportive
documents.
Company does agree to pay Consultant, two hundred-
fifty thousand (250,000) "free-trading" shares of
eConnect stock, priced at $0.01 per share for
services performed by Consultant. The stock shall
be sent directly to Consultant at 5320 North
Drive, Phoenix, Arizona 85015.
Company acknowledges that Consultant may be
required to split any and all stock issued as a
result of this Consulting Contract with others
Company acknowledges that the failure to issue the
stock at closing shall irreparably injure
Consultant. Company agrees that in addition to any
legal remedies to which Consultant may be
entitled, Consultant shall, in addition thereto,
be entitled to the equitable remedy of injunction,
enjoining the conclusion of the transaction or
mandatory injunction requiring the payment of all
stocks.
All shares of stock to be received by Consultant
hereby are freely assignable. The obligations and
benefits to Company shall inure to the benefit of
and be binding on the Officers and Directors of
the surviving company to the extent said surviving
entity is required by law or equity to take on the
responsibility and contractual obligations of
Company as a result of the merger/acquisition,
transaction or event as it may be.
Now then, whereas Company, its Board of Directors
and/or Officers have agreed to the terms and
conditions set forth above, both parties do hereby
enter into this contract,
eConnect
By: /s/ Thomas S. Hughes
Date: August 19, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Robert Bragg
Date: August 19, 1999
Robert Bragg
CONSULTANT AGREEMENT
Date. August 9, 1999
Suite Power Inc. PowerClick Nevada)
To: eConnect Inc. (OTC:BB: ECNC)
Re: eConnect Internet Auction Development
and On line Mark ting Campaign.
Attn. Tom Hughes:
This letter is to serve as announcement of
PowerClick's intent and agreement to enter into a
business arrangement with the company eConnect
regarding the providing to eConnect various
Internet and eCommerce related Services listed as
follows:
PowerClick has agreed to create design, build,
maintain, and promote an Internet Auction site for
eConnect.
1. PowerClick promises to create and build a
highly interactive auction site at the Internet
web address www.eConnectAuctions.com and
www.eConnectAuction.com both pointing to the same
site.
2. PowerClick promises, to maintain this auction
site by hosting this eBussiness and providing 24-
hour technical support customer service,
technology upgrades and going service and
maintenance
3. PowerClick ahs agreed to promote this Auction
site by driving Internet traffic to this
destination
4. PowerClick his agreed to promote the
eSportsbet subsidiary by driving traffic to this
site.
5, PowerClick has agreed to design, maintain and
promote the company profile/investor /relation
site of eConnect.
All relative and pertinent information regarding
eConnect including, but not limited to, Company
profile, press releases, contact names and request
for information will be hosted and maintained by
PowerClick. Included, PowerClick promises to
provide Intenet traffic to this eConnect investor
site.
This agreement is subject to the following
financial terms and coditions:
I. eConnect Auction design and build-out:
$60,000.00.
Includes custom graphical inteface database
management, integration on server domain name
service, etc.
II. Monthly hosting, maintenance and service:
$5,000 per month x 6 months = $30,000.
Includes product sourcing, deve1opment of
strategic relationships with other web sites, web
site
updates, upload of product listings with complete
browser based reporting.
III. Traffic direction to eConnect Auction site:
300,000 clicks @ $0.10 click = $30,000.
Monthly, PowerClick will bill a flat $0.10 per for
traffic beyond 300,000 clicks.
Powerclick will build, track and report web
traffic to eSportBet,
IV. Traffic direction to eSportBet: 50,000
clicks @ $0.10 = $5,000.
Monthly, Powerlick will bill a flat $0.10 per for
traffic beyond 50,000 clicks.
PowerClick will build, track and report Web
traffic to to eSportBet.
V. Design, build and host eConnect Investor Site:
No Charge.
I million Clicks over 6 months: 1,000,000 clicks
@ $0.025 = $25.000.
Powerclick will build a complete Investor
Relations web site for eConnect, direct traffic
to,
host and maintain the IR web site and give full
reporting to eConnect.
VI. Provision of applicable domain names starting
with www.eConnenctAuction.com: No charge.
The Total package for the above listed items and
services is equal to $185,000.
Payment:
Payment is requested as follows:
250,000 free trading shares of eConnnect,
purchased at $0.01 per share. This amount of
shares is equal to $92,000 at the average previous
60 day trading average of $0.35 per share.
This mutual hedge will both protect eConnect in
that PowerClick will continue to have a strong
vested interest to continue to perform and provide
any and all necessary service that will benefit
eConnect. This collateral will also serve to
protect PowerClick in the event that a situation
may occur, not involving the PowerClick/eConnect
relationship that will hamper the eConnect common
stock price.
This contact will be considered invalid within 5
business days from above date, unless duplicate
signed copies of this agreement are received as
signed confirmation of this mutual arrangement.
It is mutually agreed and understood that should
!he project assigned to PowerClick by eConnect be
terminated for any valid reason, by either party
before completion compensation will be prorated
according to the portion of the preprartion
completed.
When PowerClick receives this signed letter of
intent and agreement, PowerClick wiJI consider it
binding and PowerClick will commence work on the
agreed upon project outlined above and in the time
frame outlined herein.
Both signed parties should keep this signed
contract on file in the event there is a problem
in the future.
Please note that there is a 30 day written
notification cancellation clause in this contract.
We await a prompt response and look forward to a
long and prosperous personal and business
relationship.
eConnect
By: /s/ Thomas S. Hughes
Date: August 9, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
Powerclick
By: /s/ Dominique Einhorn
Date: August 9, 1999
Dominique Einhorn, President
CONSULTANT AGREEMENT
This Agreement states that eConnect, a Nevada
corporation ("Company"), is employing the services
of Richard Epstein to consult and advise the
Company in the following areas:
1. Strategic alliances.
2. International partnerships.
3. Manufacturing contacts.
The hourly rate charged by Mr. Epstein is $100.00
per hour. Mr. Epstein has elected to paid in
consultant stock rather than cash. The Board of
Directors of the Company has agreed to issued Mr.
Epstein 250,000 shares of Company free trading
stock under Form S-8.
eConnect
By: /s/ Thomas S. Hughes
Date: August 16, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Richard Epstein
Date: August 16, 1999
Richard Epstein
CONSULTANT AGREEMENT
This Agreement states that eConnect, a Nevada
corporation ("Company"), is employing the services
of Jane Hauser to consult and advise the Company
in the following areas:
European contacts.
The hourly rate charged by Ms. Hauser is $100.00
per hour. Ms. Hauser has elected to paid in
consultant stock rather than cash. The Board of
Directors of the Company has agreed to issue Ms.
Hauser 333,000 shares of Company free trading
stock under Form S-8.
eConnect
By: /s/ Thomas S. Hughes
Date: August 16, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Jane Hauser
Date: August 16, 1999
Jane Hauser
Law Offices of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
August 27 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
We have acted as counsel to eConnect, a Nevada
corporation ("Company"), formerly known as
Betting, Inc., in connection with its Registration
Statement on Form S-8 relating to the registration
of 1,083,000 shares of its common stock
("Shares"), $0.001 par value per Share. The
Shares are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and
Consultants ("Plan").
In our representation we have examined such
documents, corporate records, and other
instruments as we have deemed necessary or
appropriate for purposes of this opinion,
including, but not limited to, the Articles of
Incorporation, and all amendments thereto, and
Bylaws of the Company.
Based upon the foregoing, it is our opinion that
the Company is duly organized and validly existing
as a corporation under the laws of the State of
Nevada, and that the Shares, when issued and sold
in accordance with the terms of the Plan, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/ Shawn F.
Hackman
Shawn F.
Hackman, Esq.
George Brenner
Certified Public Accountant
9300 Wilshire Boulevard, Suite 480
Beverly Hills, California 90212
August 27, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
As certified public accountants, I hereby consent
to the incorporation by reference in this Form S-8
Registration Statement of my report dated April 7,
1999 in eConnect's Form 10-KSB/A for the year
ended August 31, 1998, and to all references to my
Firm included in this registration statement.
Sincerely,
/s/ George
Brenner
George Brenner,
C.P.A.
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