FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FORESTRY INTERNATIONAL, INC.
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Exact name of registrant as specified in its charter)
Colorado 84-1116284
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(State or other jurisdiction of incorporation or organization
IRS employer identification no.)
1205, Ampere Street, Suite 206
Boucherville, Quebec, Canada, J4B 7M6
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(Address of Principal Executive Offices, including ZIP Code)
1998 Employee Incentive Plan
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(Full title of the plan)
Patrick J. Tobin, 4251 Kipling, Suite 560, Wheat Ridge, Colorado 80033
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(Name and address of agent for service)
(303) 423-2717
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================
=====================================================
[S]
Title of
Securities
to be
Registered<PAGE>
[C]
Amount to
be
Registered<PAGE>
[C]
Proposed
Maximum
Offering
Price per
Shares<PAGE>
[C]
Proposed
Maximum
Offering
Price<PAGE>
[C]
Amount of
Registration Fee<PAGE>
$.0001 par
value
Common <PAGE>
500,000
shares<PAGE>
$.10 per
share<PAGE>
$50,000.00 $100.00<PAGE>
TOTALS<PAGE>
500,000
shares<PAGE>
$50,000.00 $100.00<PAGE>
=====================================================
=====================================================
Total No. of Pages: 19; Exhibit Index on Page No.: 9.
PROSPECTUS
FORESTRY INTERNATIONAL, INC.
1205, Ampere Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6
(514) 495-7747
(500,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by FORESTRY
INTERNATIONAL, INC., a Colorado corporation (the "Company"), of
up to 500,000 shares of its common stock (the "Common Stock") to an
employee of the Company ( the "Employee"), pursuant to stock options
contained in an Employment Agreement by and between the Company and
its Chief Executive Officer effective January 1, 1998 ("Options"). The
Company is registering hereunder upon fulfillment of the Employees
agreed upon services, and at his election, 500,000 shares of Common
Stock previously issued to the Employee pursuant to exercise of the stock
options.
Options may be or become subject to restrictions on transfer, and
until any imposed restrictions lapse, are subject to forfeiture by the holder
upon the occurrence of certain events. Options and Common Stock which
are subject to forfeiture will be held in escrow by the Company until such
time as the imposed restrictions lapse. (See "General Information
Restrictions on Resales.")
Sales of Options and the underlying Common Stock by "affiliates,"
as defined in "Rule 144" under the Securities Act of 1933, as amended (the
"Securities Act"), may not be made without compliance with the
registration and prospectus delivery requirements of the Securities Act,
or an exemption therefrom, such as that provided by Rule 144. The sale of
shares by participants who are not affiliates may be effected without
compliance these requirements. Affiliates may also be subject to Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). If so, such participants must comply with the provisions of this
section as well. (See "General Information- Restrictions on Resales.")
This Prospectus is part of a 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 other documents filed
as an exhibit to either the Registration Statement or other filings by the
Company with the Commission are qualified in their entirety by
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: Director of Investor's Relations, Forestry International, Inc., 1205,
Ampere Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6.
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, as well as the proxy
statements, information statements 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
"bulletin board" maintained by the National Association of Securities
Dealers, Inc. ("NASD"); thus, copies of these reports, proxy
statements, information statements and other information may also be
examined at the offices of the NASD at 1735 K St., 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 person 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 circumstance, create any implication that there has not
been a change in the affairs of the Company since the date hereof.
<PAGE>
Table of Contents
Page
General Information
The Company............................................................5
Purposes...............................................................5
Common Stock...........................................................5
The Employee........................................................5
No Restrictions on Transfer............................................5
Tax Treatment to the Employee.......................................5
Tax Treatment to the Company...........................................6
Restrictions on Resales................................................6
Documents Incorporated by Reference and Additional
Information..............7
Interests of Named Experts and Counsel......................................7
Indemnification.............................................................7
Information not Required in Prospectus......................................8
Item 3. Incorporation of Documents by Reference...................8
Item 4. Description of Securities.................................8
Item 5. Interests of Named Experts and Counsel....................8
Item 6. Indemnification of Directors and Officers.................8
Item 7. Exemption from Registration Claimed.......................9
Item 8. Exhibits..................................................9
Item 9. Undertakings..............................................10
<PAGE>
General Information
The Company: The Company has its principal executive offices at 1205,
Ampere Street, Suite 206, Boucherville, Quebec, Canada, J4B 7M6 (514)
495-7747.
Purposes: The Common Stock will be issued by the Company pursuant to
stock options contained in an Employment Agreement entered into
between the Employee 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 may be stimulated
by the personal involvement of the Employee in the Company's future
prosperity; thereby advancing the interests of the Company and all of its
shareholders, without diminishing the Company's limited cash resources.
Copies of the agreement has been filed as an exhibit to the Registration
Statement.
Common Stock: The board has authorized the issuance and delivery of
up to 500,000 shares of Common Stock to the Employee in the event the
Employee performs his agreed upon services in full and elects to exercise
his options to take the shares valued as provided in the Agreement in
exchange for the fair value of the services rendered.
The Employee: The Employee has provided his services, expertise and
advice to the Company on a non-exclusive but full time basis for the
purpose of promoting the interests of the Company.
No Restrictions on Transfer: The Employee will become the record and
beneficial owners of the shares of Common Stock upon issuance and
delivery and is 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 Employee: The Common Stock is not issued
pursuant to a qualified under plan Section 401(a) of the Internal Revenue
Code. The Employee, 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 Employee will receive compensation
taxable at ordinary rates equal to the fair market value of the shares on
the date of receipt. The Employee is urged to consult his tax advisor on
this matter. Further, if any recipient of shares or options is an "affiliate,"
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.
A recipient of securities hereunder, however, may elect to include in his
income for the taxable year in which securities are received the fair
market value thereof on the date received. If this election is made, the
subsequent lapsing of the substantial risk of forfeiture and such other
restrictions, if any, will not result in any income to the recipient.
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 that an affiliate of the Company
acquires shares of Common Stock hereunder, the affiliate will be subject
to Section 16(b) of the Exchange Act. This would mean that the affiliate
could not sell any shares acquired hereunder for a period of at least six (6)
months thereafter. Further, in the event that any affiliate acquiring shares
hereunder has sold any shares of Common Stock in the previous six
months preceding 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 by the Company. Shares of Common
Stock acquired hereunder by other than affiliates are not subject to Section
16(b) of the Exchange Act.
<PAGE>
Documents Incorporated by Reference and Additional Information
The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended December 31, 1997, filed pursuant to
the Exchange Act, (ii) any and all Forms 10-QSB filed under the
Exchange Act subsequent to any filed Form 10-KSB, as well as all other
reports filed under the Exchange Act, and the Company's Form 8-A or
Form 10 filing, as the case may be, 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
Sections 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.
A copy of any document or part thereof incorporated by reference in
the Registration Statement but not delivered with this Prospectus will be
furnished without charge upon written or oral request. Requests should
be addressed to:
Director of Investor Relations, Forestry International, Inc., 1205, Ampere
Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6.
Interests of Named Experts and Counsel
None
Indemnification
Insofar as indemnification for 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.
<PAGE>
Part I
Information Not Required in Prospectus
Item 3. Incorporation of Documents by Reference.
Registrant hereby states that (i) all documents set forth in (a) through (c)
below are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 this registration statement and to be a part hereof from the
date of filing of such documents. (a) Registrant's latest annual report,
whether or not filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act; (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
documents referred to in (a), above; (c) The latest prospectus filed
pursuant to Rule 424(b) under the Securities Act or the effective Form
10 registering registrant's equity under the Exchange Act; and (d) The
description of the securities offered hereby as set forth in the Form 10 filed
by registrant under the Exchange Act, as well as any and all amendments
thereto.
Item 4. Description of Securities.
Not Applicable to this registrant.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The only article, statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer
of registrant is insured or indemnified in any manner against any liability
which they may incur in their capacity as such is the Colorado Business
Corporation Act, as enacted and in effect upon adoption of the registrant's
articles of incorporation and bylaws, both of which mirror this statute.
The provisions of this code generally provide that registrant may, but is
not obligated to, indemnify against liability an individual made a party to
a lawsuit because they were previously or are currently a director or
officer of registrant, if such person acted in good faith and reasonably
believed their actions were in the best interests of registrant. Registrant
may not indemnify such persons if they are found liable to registrant in a
shareholders' derivative suit or are found liable for receiving an improper
personal benefit. Registrant is required to indemnify such persons if they
are ultimately successful in the suit. Pending a final determination,
registrant may advance funds to these persons, but only if provision is
made for return of the funds advanced in the event such persons are
subsequently found to not be entitled to indemnification as set forth above.
The general effect of this statute is to make indemnification available
to the officers and directors of registrant regarding actions taken in their
official capacity, unless they are found liable to registrant for their
actions, they received an improper benefit therefrom, or they did not act
in good faith while reasonably believing their actions were in the best
interests of registrant. Indemnification under this section would include
actions of the officers and directors of registrant taken in connection with
this offering.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated
herein by this reference: Exhibit No./Title
1. Not Required.
2. Not Required.
3. Not Required.
4. Not Applicable.
5. Opinion of Patrick J. Tobin regarding the legality of the securities
registered.
6. Not Required.
7. Not Required.
8. Not Required.
9. Not Required.
10. Employment Agreement with Louis Turp
11. Not Required.
12. Not Required.
13. Not Required.
14. Not Required.
15. Not Applicable.
16. Not Required.
17. Not Required.
18. Not Required.
19. Not Required.
20. Not Required.
21. Not Required.
22. Not Required.
23. Consent of Patrick J. Tobin, special counsel to Registrant, to the use
of his opinion with respect to the legality of the securities being registered
hereby and to the references to him in the Prospectus filed as a part hereof.
24. Not Required.
25. Not Applicable.
26. Not Applicable.
27. Not Applicable.
28. Not Required.
99. Not Required.
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other that the
payment by registrant of expenses incurred or paid by a director, officer
or controlling person of 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,
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 is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 to: (i) include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) 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, represents a fundamental change in the information set
forth in the registration statement; and (iii) 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 deletion of a managing underwriter. (2) That, for the
purpose of determining any liability under the Securities Act, each
post-effective amendment to the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. (3) 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)
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.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's
annual report pursuant to Sections 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.
<PAGE>
SIGNATURES
In accordance with 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 in the City of Boucherville,
Quebec, Canada, on the 31st day of March, 1999.
Forestry International, Inc.
(Registrant)
By: /s/ Louis Turp
---------------------------------
Chief Executive Officer
By: /s/ Perry Gower
---------------------------------
Chief Financial and Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Louis Turp
- ------------------------
Director
Date: March 31, 1999
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstance, create an implication that there has not been a
change in the affairs of the Company since the date hereof.
<PAGE>
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated
herein by this reference:
Exhibit Number
in Registration Statement Description
- -------------------------- -----------
5. Opinion of Counsel
10.1 Employment Agreement with Louis
Turp.
23. Consent to Use of Opinion
<PAGE>
EXHIBIT 5
Opinion of Counsel
Patrick J. Tobin
Attorney at Law
4251 Kipling, Suite 560
Wheat Ridge, Colorado 80033
(303) 432-2717
March 31, 1999
Forestry International, Inc.
1205, Ampere Street, Suite 206
Boucherville, Quebec, Canada, J4B 7M6
RE: Registration on Form S-8
Gentlemen:
As counsel for Forestry International, Inc., a Colorado corporation,
(the "Company"), I am furnishing this opinion to you in compliance with
the referenced matter, and am familiar with the Company's articles of
incorporation and its corporate powers, franchises and other rights under
which it carries on its business. I am also familiar with the Company's
Bylaws, minute book and other corporate records. For the purpose of the
opinions expressed below, I have examined, among other things, the
registration statement on Form S-8 to be filed in regards of the above
offering (the "Registration Statement"), and have supervised proceedings
taken in connection with the authorization, execution and delivery by
the Company of the Registration Statement and, as contemplated
thereby, the authorization and issuance of the shares of common
stock to be issued thereunder. In arriving at the opinions set forth
below, I have examined and relied upon originals or copies, certified
or otherwise identified to my satisfaction, of all such corporate records
and all such other instruments, documents and certificates of public
officials, officers and representatives of the Company and of other
persons and have made such investigations of law as I have considered
necessary or appropriate as a basis for my opinions. Moreover, I have with
your approval relied as to factual matters stated therein on the
certificates of public officials, and I have assumed, but not
independently verified, that the signatures on all documents which I have
examined are genuine and that the persons signing such had the capacity
to do so. This opinion further expressly assumes that the shares covered
by the Registration Statement will be issued in conformity with the terms
and conditions applicable thereto. Based upon and subject to the forgoing,
I am of the opinion that the issuance and sale of the stock in this offering
have been duly and validly authorized and upon delivery to the
shareholders in accordance with the terms and conditions of the exhibits
to the Form S-8 will have been duly authorized, validly issued, fully paid
for and nonassessable.
I am admitted to practice before the Bar of the State of Colorado only. I
am not admitted to practice in any other jurisdiction in which the
Company may own property or transact business. My opinions herein are
with respect to federal law only and, to the extent my opinions are
derived from laws of other jurisdictions, are based upon an examination
of relevant authorities and are believed to be correct, but I have not
directly obtained legal opinions as to such matters from attorneys
licensed in such other jurisdictions. My opinions are qualified to the
extent that the enforcement of rights and remedies are subject to
bankruptcy, insolvency and other laws of general application affecting
the rights and remedies of creditors and security holders and to the extent
that the availability of the remedy of specific enforcement or of
injunctive relieve is subject to the discretion of the court before which
any proceeding thereof may be brought.
This opinion is furnished by me to you as counsel for the Company and
it is solely for your benefit. This opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose, other than as set
forth in my consent to the use of the same in the Form S-8.
Very truly yours,
/s/ Patrick J. Tobin
Patrick J. Tobin
<PAGE>
EXHIBITS 10.1
Contract - Louis Turp
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into to be
effective as of January 1, 1998 and is by and between Louis Turp
("Employee") and Forestry International, Inc. (the "Company").
Employee is willing and able to provide various valuable services for and
on behalf of the Company in connection with the business of the
Company. The Company desires to retain the Employee as its President
and Chief Executive Officer to act on behalf of the Company and
Employee desires to be retained in that capacity upon the terms and
conditions hereinafter set forth.
In consideration of the foregoing premises, the mutual promises and
agreements hereinafter set forth, and such other and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree as follows:
1. Services. The Company hereby retains Employee to serve as its
President and Chief Executive Officer for the calender year 1998.
Employee hereby accepts and agrees to such retention for the stated term.
Employee shall render to the Company services of such nature as are
necessary to provide for the executive management of the Company.
2. Time, Place and Manner of Performance. Employee shall render his
services at reasonable and convenient times and places. Except as
aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by Employee to
any specific service, shall be determined in the sole discretion of
Employee.
3. Term of Agreement. This Agreement shall begin January 1, 1998, and
shall terminate on December 31, 1998. Notwithstanding the term of this
Agreement, it is understood that the Employee is continuing in the
capacity of an Officer and Director prior to the commencement of the
Term herein stated and that until his resignation from office or his
termination by the board of directors he may continue beyond the
termination date of this Agreement.
4. Compensation. The Company agrees to pay Employee a salary in the
amount of $75,000 for the services performed during the Term of the
Agreement. At the option of Employee, Employee may elect to take up to
$50,000.00 of this amount in shares of the free trading common stock of
the Company to be registered under a Form S-8 filed in accordance with
the terms and conditions set forth under the Securities Act of 1933, as
amended. The parties have agreed that the fair market value of this stock,
after considering the financial condition of The Company, as well as the
trading market for the stock, is $.10 per share. This option is not
transferrable by Employee. The Employee shall be entitled to exercise his
option to have the shares issued on October 1, 1998. The remaining
$25,000.00, U.S., portion of the salary not received as stock as provided
above shall be payable at such time as the board of directors determines
that the Company has adequate capital or other sources of cash to pay the
salary and will be carried as deferred salary on the books of the Company..
5. Expenses. The Company shall reimburse Employee on demand for all
expenses and other disbursements, including, but not limited to, travel,
entertainment, mailing, printing and postage, incurred by Employee, or
any of his subcontractors, on behalf of the Company in connection with
the performance of the services pursuant to this agreement. Expenses and
disbursements in excess of $100 shall have the Company's prior approval.
6. Disclosure of Information. Employee recognizes and acknowledges
that Employee has and will have access to certain confidential information
of the Company and its affiliates that are valuable, special and unique
assets and property of the Company and such affiliates. Employee will not,
during or after the term of this agreement, disclose, without the prior
written consent or authorization of the Company, any such information to
any person, except to authorized representatives of Employee or its
affiliates for purposes of the services to be rendered under this agreement,
for any reason or purpose whatsoever. In this regard, the Company agrees
that such authorization or consent to disclosure may be conditioned upon
the disclosure being made pursuant to a secrecy agreement, protective
order, provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person
to whom the information is to be disclosed or in compliance with the
terms of a judicial order or administrative process.
7. Non-Exclusive Employment. Employee shall be free to perform
services for other persons during the term of this agreement, provided,
however, that it is expected that Employee will devote substantially all of
his time to the affairs of the Company and in the event that he does not so
devote his time his compensation as agreed to herein shall be subject to
modification to reflect the actual time spent by the Employee. Employee
will notify The Company of the performance of services for any other
person which would conflict with the obligations of this agreement. Upon
receiving such notice, the Company may terminate this agreement or
consent to Employee's outside services. Failure to terminate this
agreement shall constitute the Company's ongoing consent to Employee's
outside consulting activities.
8. Miscellaneous Provisions. (a) Notices. Any notices required or
permitted to be given under this agreement shall be sufficient if in writing
and delivered or sent by registered or certified mail to the principal office
of each party. (b)Waiver of Breach. Any waiver by a party of a breach of
any provision of this agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the waiving party. (c)
Assignment. This agreement and the rights and obligations of the parties
hereunder are not assignable by either party. (d) Applicable Law. It is the
intention of the parties hereto that this Agreement and the performance
hereunder and all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the State of
Colorado and that in any action, special proceeding or other proceeding
that may be brought arising out of, in connection with or by reason of this
agreement, the laws of the State of Colorado shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be
instituted. (e) Severability. All agreements and covenants contained
herein are severable, and in the event any of them shall be held to be
invalid by any competent court, the agreement shall be interpreted as if
such invalid agreements or covenants were not contained herein. (f) Entire
Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties. (g)
Counterparts. This agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this
agreement effective as of the day and year first above written.
Employee:
/s/ Louis R. Turp
Louis R. Turp
<PAGE>
The Company:
FORESTRY
INTERNATIONAL, INC.
By: /s/ Louis R. Turp
Louis R. Turp, President
<PAGE>
<PAGE>
EXHIBIT 23
Consent to Use of Opinion
Patrick J. Tobin
Attorney at Law
4251 Kipling, Suite 560
Wheat Ridge, Colorado 80033
(303) 432-2717
- --------------------------------------------------------------------------------
March 31, 1999
Board of Directors
Forestry International, Inc.
1205, Ampere Street, Suite 206
Boucherville, Quebec, Canada, J4B 7M6
RE: Registration on Form S-8
Gentlemen:
Please allow this letter to serve as my consent to the filing of, and
reference in the prospectus to, my opinion in the registration statement
under the referenced matter.
If you have any questions with regards to the above matter, please call
the undersigned at the above address.
Sincerely,
/s/ Patrick J. Tobin
Patrick J. Tobin
