AMENDMENT NO. 1
TO
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) 432-2717
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(Telephone number, including area code, of agent for service)
CALCULATION OF
REGISTRATION FEE
==============================================================
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[S] [C] [C] [C]
[C]
Title of Amount to Proposed Proposed
Amount of
Securities be Maximum Maximum
Registration
to be Registered Offering Offering
Fee
Registered Price per Price
Shares
$.0001 par 500,000 $.10 per $50,000.00
None
value shares share
Common
TOTALS 500,000 $50,000.00
None
shares
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Total No. of Pages: 19; Exhibit Index on Page No.: 10.
EXPLANATORY NOTE
This Amendment No. 1 is to amend the Registration Statement
on Form S-8 that
was filed with the Commission on April 4, 1999. At the time
of the effective date
for that Registration Statement the Company was not current in
its filings of all reports
required to be filed under the Exchange Act. As a result the
Company took the position
that the Registration Statement was not effective and no
offering of the securities to be
registered was commenced at that time. The Company has filed
its Annual Report on
Form 10-KSB for the year ended December 31, 1998 and Forms
10-QSB for the
periods ended March 31, 1999 and June 30, 1999. This Amendment
incorporates by
reference all filings since the date of the original filing of
the Form S-8.
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.
Table of Contents
Page
General Information
The
Company.........................................................
...6
Purposes........................................................
.......6
Common
Stock...........................................................
6
The
Employee........................................................
6
No Restrictions on
Transfer............................................6
Tax Treatment to the
Employee.......................................6
Tax Treatment to the
Company...........................................7
Restrictions on
Resales................................................7
Documents Incorporated by Reference and Additional
Information..............8
Interests of Named Experts and
Counsel......................................8
Indemnification.................................................
............8
Information not Required in
Prospectus......................................9
Item 3. Incorporation of Documents by
Reference...................9
Item 4. Description of
Securities.................................9
Item 5. Interests of Named Experts and
Counsel....................9
Item 6. Indemnification of Directors and
Officers.................9
Item 7. Exemption from Registration
Claimed.......................10
Item 8.
Exhibits..................................................10
Item 9.
Undertakings..............................................11
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.
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, 1998, 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.
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 ofthis 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.
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 23rd day of September, 1999.
Forestry International, Inc.
(Registrant)
By: /s/ Louis Turp
--------------------------------
Chief Executive Officer
By: /s/ Richard Jamieson
---------------------------------
Chief Financial 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: September 23, 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.
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
EXHIBIT 5
Opinion of Counsel
Patrick J. Tobin
Attorney at Law
4251 Kipling, Suite 560
Wheat Ridge, Colorado 80033
(303) 432-2717
September 23, 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 and
Amendment No.1 to 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 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
opinion 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
EXHIBIT 10.1
Contract - Louis Turp
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into
to be effective as of
January1, 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 of this amount in shares of the free
trading common stock of the
Company to be registered under a Form S-8 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:
The Company:
FORESTRY INTERNATIONAL, INC.
/s/ Louis R. Turp
By: /s/ Louis R. Turp
Louis R. Turp
Louis R. Turp. President
EXHIBIT 23
Consent to Use of Opinion
Patrick J. Tobin
Attorney at Law
4251 Kipling, Suite 560
Wheat Ridge, Colorado 80033
(303) 432-2717
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September 23, 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 this 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
