<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUCAS EDUCATIONAL SYSTEMS, INC.
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 62-1690722
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
P. O. Box 789
Templeton, California 93465
---------------------------
(Address of Principal Executive Offices)
(805) 434-3982
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 2
---------------------------------------
(Full Title of the Plan)
Jerry R. Lucas
P. O. Box 789
Templeton, California 93465
---------------------------
(Name and Address of Agent for Service)
(805) 434-3982
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 600,000 $1.75 $1,050,000 $309.75*
- -----------------------------------------------------------------------------
* Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART I
Item 1. Plan Information.
- -------------------------
Plan.
----
A copy of the Consultant Compensation Agreement No. 2 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
- -------------------------------------------------------------------
Available Information.
---------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended March 31, 1998, all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to such
participants or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Jerry R.
Lucas, President, at the address and telephone appearing on the Cover Page of
this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended March 31, 1998, filed with the Commission on or about
August 25, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Leonard W. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns 30,750 shares of common stock of the Registrant
and is not deemed to be an affiliate of the Registrant or a person associated
with an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Under the Delaware General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
99 Consultant Compensation Agreement No. 2
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed 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;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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
authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 10/8/98 By/s/Jerry R. Lucas
Jerry R. Lucas
President and
Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 10/8/98 By/S/Jerry R. Lucas
Jerry R. Lucas
President and
Director
Date: 10/9/98 By/s/Cheryl W. Lucas
Cheryl W. Lucas
Treasurer and
Director
Date: 10/8/98 By/s/David Nelson
David Nelson
Secretary and CFO
<PAGE>
Securities and Exchange Commission File No. 0-24374
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUCAS EDUCATIONAL SYSTEMS, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
99 Consultant Compensation Agreement No. 2
(Letterhead of Leonard W. Burningham, Esq.)
October 8, 1998
Lucas Educational Systems, Inc.
P. O. Box 789
Templeton, California 93465
Re: Opinion concerning the legality of the securities underlying certain
options covering common stock to be issued pursuant to the
Registration Statement on Form S-8 to be filed by Lucas Educational
Systems, Inc., a Delaware corporation
Board of Directors:
As counsel for Lucas Educational Systems, Inc., a Delaware
corporation (the "Company"), and in connection with the issuance of 600,000
shares of the Company's $0.001 par value common stock (the "Securities")
underlying compensation options granted to two individual consultants (the
"Consultants") pursuant to a written compensation agreement, a copy of which
is incorporated herein by reference (the "Consultant Compensation Agreement
No. 2" [the "Plan"]), I have been asked to render an opinion as to the
legality of these Securities, which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and
Exchange Commission (the "Commission"), and as to which this opinion is to be
filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
You should also be aware that I have no interest in any of the
Securities covered hereby, though I am a stockholder of the Company.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the calendar year ended March 31,
1998, filed with the Commission on or about August 25, 1998;
4. 10-QSB Quarterly Reports for the past twelve months or for such
shorter period for which the Company was required to file such reports;
5. A copy of the Plan;
6. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's agent; and,
7. Correspondence with the Company and the two consultants
regarding the type of services rendered and to be rendered, and Securities Act
Release No. 7506, dated February 17, 1998.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 5, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Delaware General Corporation Law.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Delaware and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Leonard W. Burningham
LWB/sg
cc: Lucas Educational Systems, Inc.
(Letterhead of Leonard W. Burningham, Esq.)
October 8, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Lucas Educational Systems, Inc., a Delaware
corporation (the "Registrant"), SEC File No. 0-24374,
to be filed on or about October 9, 1998, covering the
registration and issuance of 600,000 shares of common
stock underlying compensation options granted to two
individual consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Leonard W. Burningham
cc: Lucas Educational Systems, Inc.
<PAGE>
[Letterhead of Jones, Jensen & Company]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
October 7, 1998
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Lucas Educational Systems, Inc., a Delaware
corporation (the "Registrant"), SEC File No. 0-24374,
to be filed on or about October 9, 1998, covering the
registration and issuance of 600,000 shares of common
stock underlying compensation options granted to two
individual consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended March
31, 1998 and 1997, dated August 4, 1998, in the above referenced Registration
Statement. We also consent to the use of our name as experts in such
Registration Statement.
/s/ Jones, Jensen & Company
Certified Public Accountants
cc: Lucas Educational Systems, Inc.
CONSULTANT COMPENSATION AGREEMENT NO. 2
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made as
of this 8th day of October, 1998, among Lucas Educational Systems,Inc., a
Delaware corporation ("Lucas"); and Karl S. Smith and Dennis P. Nielsen, who
have executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Pages which are designated as Exhibits "A" and "B"
hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Lucas has adopted a written
compensation agreement for compensation of two individual Consultants who are
natural persons, both of whom are consultants; and
WHEREAS, Lucas has engaged the Consultants to provide services
at the request of and subject to the satisfaction of its management; and
WHEREAS, the Consultants have and will provide services at the
request and subject to the approval of the management of Lucas; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, Lucas and the Consultants intend that this Plan and
the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Lucas may issue "freely tradeable" shares (except as may be
limited by "affiliate" status) of its common stock as payment for services
rendered pursuant to an S-8 Registration Statement to be filed with the
Commission by Lucas;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Lucas hereby employs the Consultants and the
consultants hereby accept such employment, and have and will perform the
services requested by management of Lucas to its satisfaction during the term
hereof. The services performed by the Consultants hereunder have been and
will be personally rendered by the Consultants, and no one acting for or on
behalf of the Consultants, except those persons normally employed by the
consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold Lucas
harmless therefrom; it is understood and agreed that the value of all such
items has been taken into account by the Consultants in computing the billable
rate for the services the Consultants have rendered and agreed to render to
Lucas.
1.3 Term. All services performed at the request of Lucas by the
Consultants shall have been performed within two years from the date hereof,
at which time this Plan shall terminate, unless otherwise provided herein.
1.4 Payment. Lucas and the Consultants agree that Lucas shall
pay the invoices of the Consultants for the services performed under this Plan
by the issuance of shares of its common stock at a price of $1.75 per share;
provided, however, such shares of common stock shall be issued pursuant to and
shall be subject to the filing and effectiveness of a Registration Statement
on Form S-8 covering such shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Lucas with a written invoice detailing the services duly performed.
Such invoice shall be paid by Lucas in accordance with Section 1.4 above,
subject to the satisfaction of the management of Lucas that the services have
been performed, and to the extent performed, that the performance was in a
satisfactory manner. The submission of an invoice for the services performed
by each of the Consultants shall be deemed to be a subscription by the
respective Consultants to purchase shares of common stock of Lucas at the
price outlined in Section 1.4 above, subject only to the filing and
effectiveness of a Registration Statement on Form S-8 covering such shares
with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof, which may be paid and exercised
in services or cash; the Consultants assume the risk of any decrease in the
per share price or value of the shares of common stock of Lucas that may be
issued by Lucas for services performed by the Consultants hereunder, and the
Consultants agree that any such decrease shall in no way affect the rights,
obligations or duties of the Consultants hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Lucas shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Lucas, and subject to the filing and effectiveness of a
Registration Statement on Form S-8 of the Commission covering such shares, one
or more stock certificates representing such shares shall be delivered to the
respective Consultants at the addresses listed on the Counterpart Signature
Pages, unless another address shall be provided to Lucas in writing prior to
the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Lucas and the Consultants agree that the per share price of
shares of common stock that may be issued by Lucas to the Consultants for
services performed under this Plan has been arbitrarily set by Lucas; however,
in the event Lucas shall undergo a merger, consolidation, reorganization,
recapitalization, declare a stock dividend of its shares of common stock or
cause to be implemented a forward or reverse stock split which affects the
present number of issued and outstanding shares of common stock of Lucas prior
to the issuance of shares to the Consultants, that the per share price and the
number of shares issuable to the Consultants for services actually rendered
hereunder after such event shall be appropriately adjusted to reflect any such
event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.11 Conditions. The Plan is subject to the following condition,
to-wit:
The number of shares of common stock to be issued under the
Plan shall in no event exceed 10% of the total issued and
outstanding shares of common stock of the Company on the
date of issuance.
Section 2
Representations and Warranties of Lucas
Lucas represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Lucas is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of Lucas has duly
adopted a written compensation agreement as defined in Rule 405 of the
Commission pursuant to which Lucas may issue "freely tradeable" shares of its
common stock on the exercise of options as payment for services rendered, or
for cash subject to the filing and effectiveness of an S-8 Registration
Statement to be filed with the Commission by Lucas.
2.3 Registration Statement on Form S-8. Lucas shall engage the
services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Lucas; and Lucas will provide to the Consultants prior to the
issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Lucas shall fully comply with any and all federal or state securities laws,
rules and regulations governing the issuance of any such shares of common
stock.
2.5 Limitation on Services. Lucas shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Lucas is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and Lucas has or will file with the
Commission all reports required to be filed by it forthwith, and shall
continue to file such reports with the Commission so long as required, but for
a period of not less than one year; and such reports are or will be true and
correct in every material respect.
2.7 Corporate Authority and Due Authorization. Lucas has full
corporate power and authority to enter into this Plan and to carry out its
obligations hereunder. Execution of this Plan and performance by Lucas
hereunder have been duly authorized by all requisite corporate action on the
part of Lucas, and this Plan constitutes a valid and binding obligation of
Lucas and performance hereunder will not violate any provision of the Articles
of Incorporation, Bylaws, agreements, mortgages or other commitments of Lucas.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Lucas as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Lucas for the services performed pursuant to this Agreement.
The services performed by the Consultants hereunder have been personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Accredited Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Lucas, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, they are "accredited investors" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Lucas, and the Consultants, singly,
or through the advice of a competent professional, fully believe that an
investment in shares of common stock of Lucas is a suitable investment for the
Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Lucas shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Lucas and the Consultants agree to indemnify and hold the other
harmless for any loss or damage resulting from any misstatement of a material
fact or omission to state a material fact by the other contained herein or
contained in the S-8 Registration Statement of Lucas to be filed hereunder, to
the extent that any misstatement or omission contained in the Registration
Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may
be terminated (1) by mutual consent of Lucas and the respective Consultants in
writing; (2) by either the Directors of Lucas or the respective Consultants if
there has been a material misrepresentation or material breach of any warranty
or covenant by the other party; and (3) shall automatically terminate at the
expiration of the term hereof, provided, however, all representations and
warranties shall survive the termination hereof; provided, further, however,
that any obligation of Lucas to pay for any services actually rendered by the
Consultants hereunder shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Lucas: P. O. Box 789
Templeton, California 93465
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware, except to
the extent pre-empted by federal law, in which event (and to that extent
only), federal law shall govern.
6.6 Assignment. Neither Lucas nor the Consultants can assign
any rights, duties or obligations under this Plan, and in the event of any
such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
LUCAS EDUCATIONAL SYSTEMS, INC.
By/s/Jerry R. Lucas
President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 2
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 2 among Lucas Corporation and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Karl S. Smith
Suite 201, Hermes Building
455 East 500 South Street
Salt Lake City, UT 84111
Date: 10/8/98 /s/Karl S. Smith
Number of Shares and
Maximum Aggregate Value of Option
for Services
General Description of Services to be Performed
or cash paid
Services rendered (or cash expenses) in 300,000 shares-$525,000
regards to non-capital raising issues and Aggregate Value of Options
as will be set forth in invoices to Lucas as
payment of the option price.
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EXHIBIT A-1
October 8, 1998
Mr. Leonard W. Burningham
455 East Fifth South
Salt Lake City, Utah 84111
Regarding Lucas Educational Systems, Inc.
The following is a list of services that I have provided for Lucas Educational
Systems, Inc.
Massive alliance planning.
Strategic corporate partnerships
Negotiations on contracts and potential partnerships and/or
buyouts. Developing organizational tools, agreements and
contracts.
Market analysis and planning of products.
Corporate planning to incorporate business plans, proforma's and
projections. Developing, incorporating and planning for overrides
and royalty agreements.
I have also attached for your information, my written responses that relates
to your Memorandum on the "Securities Act Release No. 7506 dated February 17,
1998, Respecting S-8".
Please advise me if you have any further questions.
Sincerely,
/s/Karl Smith
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EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 2
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 2 among Lucas Corporation and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Dennis P. Nielsen
Suite 201, Hermes Building
455 East 500 South Street
Salt Lake City, UT 84111
Date: 10/8/98 /s/Dennis P. Nielsen
Number of Shares and
Maximum Aggregate Value of Options
for Services
General Description of Services to be Performed
or cash paid
services rendered (or cash expenses) in 300,000 shares-$525,000
regards to non-capital raising issues and Aggregate Value of Option
as will be set forth in invoices to Lucas as
payment of the option price.
<PAGE>
September 22, 1998
Mr. Leonard Burningham
455 East Fifth South
Salt Lake city, Utah 84111
Re: Lucas Educational System, Inc.
This letter is to advise you of the services that I have provided and will
continue to provide to the above referenced company.
I have consulted with the Company regarding its:
Business Plan - Specifically the writing, documenting and producing.
10K, and I0Q
CPA and the Company's audits
Corporate structure - Specifically new Board members and advisors
Projections and Proforma
Strategic Alliances with other educational groups, corporations,
entities or individuals.
Distribution channels for its products
Marketing techniques for current and future products
Coordination of seminars for product development and distribution.
Long range forecasting for product and sales
I have also attached to this letter a copy of your Memorandum with my written
comments regarding the prohibitions relating to the services I have and will
continue to render to the company.
Thank you
/s/Dennis P. Nielsen
Consultant
