<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Sanguine Corporation
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 95-4347608
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
101 East Green Street, #11
Pasadena, California 91105
--------------------------
(Address of Principal Executive Offices)
(626) 405-0079
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(Issuer's Telephone Number, including Area Code)
April 2000 Consultant Compensation Agreement
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(Full Title of the Plan)
Thomas C. Drees
101 East Green Street, #11
Pasadena, California 91105
--------------------------
(Name and Address of Agent for Service)
(626) 405-0079
--------------
(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
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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 (1)
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$0.001 par
value common
voting stock 1,350,000 (2) $0.25 $337,500 $93.86
- -----------------------------------------------------------------------------
(1) 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.
(2) Shares issued to two executive officers, Messrs. Hargreaves and
Nelson, shall be subject to resale under Rule 144 except for
provisions respecting the holding period.
PART I
Item 1. Plan Information.
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Plan.
----
A copy of the Consultant Compensation Agreement (the "Plan") is
attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
---------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended December 31, 1999, 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 Thomas C.
Drees, Ph.D., 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 in the Edgar Archives.
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 December 31, 1999, filed with the Commission on or
about April 14, 2000;
(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.
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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.
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Branden T. 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, presently owns no 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; however, Mr. Burningham will
receive 50,000 shares of the securities being registered by this Registration
Statement by the designation of his father, Leonard W. Burningham, Esq., who
is one of the Plan Participants. See Exhibit C-1 to the Plan.
Item 6. Indemnification of Directors and Executive Officers.
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Under the Nevada Revised Statutes, 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
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Schvaneveldt & Company
Certified Public Accountants
99 Lawyer's Participants' Letter
99.1 Consultant Compensation Agreement
Exhibit A - Counterpart Signature Page
of Karl Smith
Exhibit A-1 - Response to Participant Letter
of Karl Smith
Exhibit B - Counterpart Signature Page
of David E. Nelson
Exhibit B-1 - Response to Participant Letter
of David E. Nelson
Exhibit C - Counterpart Signature Page
of Leonard W. Burningham, Esq.
Exhibit C-1 - Response to Participant Letter
of Leonard W. Burningham, Esq.
Exhibit D - Counterpart Signature Page
of Anthony G. Hargreaves
Exhibit D-1 - Response to Participant Letter
of Anthony G. Hargreaves
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: 5/5/00 /s/ Thomas C. Drees
Thomas C. Drees, Ph.D.
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: 5/5/00 /s/ Thomas C. Drees
Thomas C. Drees, Ph.D.
President and
Director
Date: 5/5/00 /s/ Anthony G. Hargreaves
Anthony G. Hargreaves
Secretary/Treasurer and
Director
Date: 4/20/00 /s/ David E. Nelson
David E. Nelson
CFO and Director
Date: 5/5/00 /s/ Edward L. Kunkel
Edward L. Kunkel
Director
<PAGE>
Securities and Exchange Commission File No.0-24480
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SANGUINE CORPORATION
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Schvaneveldt & Company
Certified Public Accountants
99 Lawyer's Participants' Letter
99.1 Consultant Compensation Agreement
Exhibit A - Counterpart Signature Page
of Karl Smith
Exhibit A-1 - Response to Participant Letter
of Karl Smith
Exhibit B - Counterpart Signature Page
of David E. Nelson
Exhibit B-1 - Response to Participant Letter
of David E. Nelson
Exhibit C - Counterpart Signature Page
of Leonard W. Burningham, Esq.
Exhibit C-1 - Response to Participant Letter
of Leonard W. Burningham, Esq.
Exhibit D - Counterpart Signature Page
of Anthony G. Hargreaves
Exhibit D-1 - Response to Participant Letter
of Anthony G. Hargreaves
(Letterhead of Branden T. Burningham, Esq.)
April 19, 2000
Sanguine Corporation
101 East Green Street, #11
Pasadena, California 91105
Re: Opinion concerning the legality of the securities to
be issued pursuant to the Registration Statement on
Form S-8 to be filed by Sanguine Corporation, a Nevada
corporation
Board of Directors:
As counsel for Sanguine Corporation, a Nevada corporation (the
"Company"), and in connection with the issuance of 1,350,000 shares of the
Company's $0.001 par value common stock (the "Securities") to four individual
consultants (the "Consultants") pursuant to a written compensation agreement,
a copy of which is incorporated herein by reference (the "April 2000
Consultant Compensation Agreement" [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 am a former stockholder of the
Company and that I will receive 50,000 of the shares of the Securities covered
by this Registration Statement, by the direction of my father, Leonard W.
Burningham, Esq., who is one of the Consultants. See Exhibit C-1 to the Plan.
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 December
31, 1999, filed with the Commission on or about April 14, 2000;
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;
7. Letter to participating consultants respecting the types of
services that can be rendered for shares to be issued on an S-8 Registration
Statement; and
8. Responses of the participating consultants to my letter to
each of them respecting the types of services that can be rendered for shares
to be issued on an S-8 Registration Statement.
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
Nevada Revised Statues.
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 Nevada 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/ Branden T. Burningham
BTB/sr
cc: Sanguine Corporation
(Letterhead of Branden T. Burningham, Esq.)
May 9, 2000
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 Sanguine Corporation, a Nevada corporation (the
"Registrant"), SEC File No. 0-24480, to be filed on or
about April 27, 2000, covering the registration and
issuance of 1,350,000 shares of common stock to four
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/ Branden T. Burningham
cc: Sanguine Corporation
[Letterhead of Schvaneveldt & Company]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
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 Sanguine Corporation, a Nevada corporation (the
"Registrant"), SEC File No.0-24480, to be filed on or
about April 27, 2000, covering the registration and
issuance of 1,350,000 shares of common stock to four
individual consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended
December 31, 1999, 1999 and 1998, dated April 11, 2000, in the above
referenced Registration Statement. We also consent to the use of our name as
experts in such Registration Statement.
Sincerely yours,
/s/ Schvaneveldt & Company
April 19, 2000
Karl Smith
455 East 500 South, #200
Salt Lake City, Utah 84111
David E. Nelson, CPA
455 East 500 South, #200
Salt Lake City, Utah 84111
Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
Anthony G. Hargreaves
101 East Green Street, #11
Pasadena, California 91105
Re: Issuance of compensatory shares of common stock of
Sanguine Corporation, a Nevada corporation (the
"Company"), to Karl Smith, David E. Nelson, Leonard W.
Burningham, Esq. and Anthony G. Hargreaves,
Consultants, to be registered on Form S-8 of the
Securities and Exchange Commission
Dear Messrs. Smith, Nelson, Burningham and Hargreaves:
I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a written compensation agreement to be prepared by this office.
Everyone involved is aware that I am the son of Leonard W.
Burningham, Esq.
I have prepared a brief Memorandum of the proposed amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Memorandum and advise me in writing of the
types of services you are to render, and please facsimile me a copy of this
Memorandum, with your typed comments (I cannot scan hand written notations for
an EDGAR filing), indicating, if applicable, that these prohibitions do not
relate to you or the services you are to render. If you provide separate hand
written comments, I will be happy to have them typed on this Memorandum.
Your response should also include how you would like the securities to be
issued, as in individually and/or to associates or persons who are employed by
you and assisted in the performance of the services rendered.
I am also enclosing copies of the Company's 10-KSB Annual Report
for the year ended December 31, 1999, and the 10-QSB Quarterly Reports for the
quarters ended March 31, June 30 and September 30, 1999, and a copy of the
written compensation agreement regarding the shares to be issued to you or
employees pursuant to the S-8.
Thank you very much.
Yours very sincerely,
/s/ Branden T. Burningham
BTB/sr
Enclosures
cc: Sanguine Corporation
APRIL 2000 CONSULTANT COMPENSATION AGREEMENT
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
5th day of May, 2000, among Sanguine Corporation, a Nevada corporation
("Sanguine"); and Karl Smith, David E. Nelson, Leonard W. Burningham, Esq. and
Anthony G. Hargreaves, who have executed and delivered this Plan by the
execution and delivery of the Counterpart Signature Pages which are designated
as Exhibits "A," "B," "C" and "D" hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of Sanguine has adopted a written
compensation agreement for compensation of three individual Consultants who
are natural persons; and
WHEREAS, Sanguine has engaged the Consultants to provide services
at the request of and subject to the satisfaction of its management; and
WHEREAS, the Consultants have provided services at the request and
subject to the approval of the management of Sanguine; 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
(Exhibits A, B, C and D hereto) and/or in Schedule A-1, B-1, C-1 and D-1 which
are respectively attached to these Exhibits; and
WHEREAS, Sanguine 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 Sanguine may issue "freely tradeable" shares of its common
stock as payment for services rendered pursuant to an S-8 Registration
Statement to be filed with the Commission by Sanguine;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Sanguine hereby employs the Consultants and the
Consultants hereby accept such employment, and have and will perform the
services requested by management of Sanguine 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
Sanguine 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 Sanguine.
1.3 Term. All services performed at the request of Sanguine by
the Consultants shall have been performed within 90 days from the date hereof,
at which time this Plan shall terminate, unless otherwise provided herein;
provided, however, this Plan may be extended for an additional 90 day period
by written agreement of Sanguine and any of the Consultants.
1.4 Payment. Sanguine and the Consultants agree that Sanguine
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 $0.25
per share, which was the market value of these securities on the date that
Sanguine and the Consultants agreed to such compensation; 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, at the sole cost and expense of
Sanguine.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Sanguine with a written invoice detailing the services duly performed.
Such invoice shall be paid by Sanguine in accordance with Section 1.4 above,
subject to the satisfaction of the management of Sanguine 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 Sanguine 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; the option price shall be $0.01
per share, which Sanguine agrees has been heretofore paid by the Consultants
($7,000 by Karl Smith, $2,500 by Leonard W. Burningham, Esq., $500 by David E.
Nelson [paid by Mr. Smith], $500 paid by Mr. Nelson in other services and
$3,000 paid by Anthony G. Hargreaves in services); the Consultants assume the
risk of any decrease in the per share price or value of the shares of common
stock of Sanguine that may be issued by Sanguine 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
Sanguine 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 Sanguine, 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
Sanguine in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Sanguine and the Consultants agree that the per share price
of shares of common stock that may be issued by Sanguine to the Consultants
for services performed under this Plan has been arbitrarily set by Sanguine;
however, in the event Sanguine 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
Sanguine 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.
Section 2
Representations and Warranties of Sanguine
Sanguine represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Sanguine is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
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 Sanguine has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Sanguine may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Sanguine.
2.3 Registration Statement on Form S-8. Sanguine 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 Sanguine; and Sanguine 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.
Sanguine 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. Sanguine 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. Sanguine 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 Sanguine 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. Sanguine 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 Sanguine
hereunder have been duly authorized by all requisite corporate action on the
part of Sanguine, and this Plan constitutes a valid and binding obligation of
Sanguine and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of Sanguine.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, Sanguine as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Sanguine 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
Sanguine, 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 Sanguine, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Sanguine 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
Sanguine shall be services related to any "capital raising" transaction; and
neither consultant is a promoter of the stock of Sanguine nor a public
relations person for Sanguine.
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
Sanguine 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 Sanguine 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 Sanguine and the respective Consultants in
writing; (2) by either the Directors of Sanguine 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 Sanguine 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 Sanguine: 101 East Green Street, #11
Pasadena California 91105
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 Nevada, 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 Sanguine 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.
SANGUINE CORPORATION, a Nevada corporation
By /s/ Thomas C. Drees, Ph. D., President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Karl Smith
455 East 500 South, #200
Salt Lake City, Utah 84111
Date: 4/20/99 /s/ Karl Smith
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 700,000 shares-$175,000
<PAGE>
EXHIBIT "A-1"
April 20, 2000
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Mr. Burningham:
Thank you for your letter dated April 29, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include the following:
Structuring of Agreements for funding the completion of animal
trials with Battelle Memorial Institute.
Budgeting disbursement schedule in alignment with Battelle
Memorial Institute requirements.
Review and analysis of Sanguine Corporation financial statements.
Analyzing and reorganizing Sanguine's managment to accomodate
current needs as well as expansion for development of new products. This
includes projecting additional funds that will be required and negotiations
with possible strategic corporate partnerships.
Development of contracts associated with new management.
Revision of Business Plan including pro formas and marketing
projections.
The above description is not all inclusive, nor exhaustive, but
serves more as an outline of compensation services I have performed for
Sanguine Corporation.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Karl Smith
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
David E. Nelson
455 East 500 South, #200
Salt Lake City, Utah 84111
Date: 4/20/99 /s/ David E. Nelson
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 100,000 shares-$25,000
<PAGE>
EXHIBIT "B-1"
April 20, 2000
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Mr. Burningham:
Thank you for your letter dated April 19, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company including services rendered as the Company's Chief Financial
Officer, including preparation of preliminary financial statements to be
audited by the Company's independent certified public accountants and review
of these financial statements and the 10-KSB Annual Report of the Company for
the year ended December 31, 1999, and other services in this capacity.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ David E. Nelson
<PAGE>
EXHIBIT "C"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
Date: 4/20/00 /s/ Leonard W. Burningham, Esq.
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising legal services. 250,000 shares-$62,500
<PAGE>
EXHIBIT "C-1"
April 20, 2000
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Mr. Burningham:
Thank you for your letter dated April 19, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company include the preparation and filing of the 10-KSB Annual Report of
the Company for the year ended December 31, 1999; reviewing the S-8
Registration Statement prepared by Branden T. Burningham, Esq., my son, and to
whom a portion of my shares will be issued; and various other legal services
of a general nature, including, but not limited to, various conversations with
members of the Board of Directors, accountants and others respecting the
preparation and filing of the aforesaid annual report and other matters.
A portion of these shares will also be issued to employees and
associates who have assisted me personally in the preparation and review of
the relevant documents or related "due diligence," as outlined in Section 1.1
of the written compensation agreement. Accordingly, the shares to be issued
to me should be issued as follows, to-wit:
Name and Address Relationship No. of Shares
Leonard W. Burningham, Esq. N/A 82,000
455 East 500 South, #205
Salt Lake City, Utah 84111
Branden T. Burningham, Esq. Lawyer 50,000
455 East 500 South, #205
Salt Lake City, Utah 84111
Brad C. Burningham "Due Diligence" 50,000
455 East 500 South, #205 Consultant
Salt Lake City, Utah 84111
Stacy Burningham "Due Diligence" 50,000
1221 East Gilmer Dr. Consultant
Salt Lake City, Utah 84105
Sheryl Ross Office Manager 10,000
3785 South 300 East
Salt Lake City, Utah 84115
Shelley Goff Secretary 8,000
6752 South 2240 East
Salt Lake City, Utah 84121
Total: 250,000
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Leonard W. Burningham, Esq.
LWB/sr
<PAGE>
EXHIBIT "D"
CONSULTANT COMPENSATION AGREEMENT
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement among Sanguine and the undersigned Consultant is
executed as of the date set forth herein below.
Consultant:
Anthony G. Hargreaves
101 East Green Street, #11
Pasadena, California 91105
Date: 5/5/00 /s/ Anthony G. Hargreaves
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising administrative services. 300,000 shares-$75,000
<PAGE>
April 20, 2000
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South
Salt Lake City, Utah 84111
Re: Sanguine Corporation, a Nevada corporation (the
"Company")
Dear Mr. Burningham:
Thank you for your letter dated April 19, 2000, regarding the S-8
proposals of the Securities and Exchange Commission, which I have reviewed.
I am not a promoter or public relations person for the Company or
any other entity. I have not and do not intend to raise any funding for the
Company. The services I have rendered and intend to render for the benefit of
the Company including services rendered as the Company's Vice President,
Secretary/Treasurer and a Director, include non-capital raising business
strategies, corporate policies and administrative services.
I acknowledge receipt of a copy of all reports filed by the
Company with the Securities and Exchange Commission during the past 12 months,
and a copy of the written compensation agreement for my services.
Thank you.
Very truly yours,
/s/ Anthony G. Hargreaves
