As filed with the Securities and Exchange Commission on July 26,
1996
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Famous Sam's Group, Inc.
(Exact name of issuer as specified in its charter)
Nevada 88-0361701
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
4221 East Pontatoc Canyon Drive, Tucson, AZ 85718
(Address of Principal Executive Offices) (Zip Code)
Employment, Consulting and Option Plan
(Full title of the plan)
Mark S. Pierce, 1200 Seventeenth Street, Suite 1350, Denver,
Colorado 80202
(Name and address of agent for service)
(303) 572-6800
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount Proposed Proposed Amount
securities to be Maximum Maximum of
to be registered Offering Price Aggregate Registration
registered Offering Price Fee
$.001 par
Common Stock 287,000 $.08 $22,500 $100.00
<PAGE>
Prospectus
Famous Sam's Group, Inc.
4221 East Pontatoc Canyon Drive
Tucson, AZ 85718
(520) 577-6611
(287,000 Shares of Common Stock)
This Prospectus relates to the offer and sale by Famous Sam's
Group, Inc., a Nevada corporation (the "Company"), of up to 287,000
shares of its common stock (the "Common Stock") to employees,
advisors and consultants (collectively, the "Consultants") pursuant
to agreements entered into between the Company and the Consultants.
The Company is registering hereunder and subsequently issuing to
the Consultants upon fulfillment of their agreed upon services
287,000 shares of Common Stock.
The Common Stock is not subject to any restriction on
transferability. Of the shares registered hereunder, a significant
portion are being sold to "affiliates" of the Company. An
affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The Consultants, however,
may become subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which would limit their
discretion in transferring the shares acquired in the Company.
(See "General Information - Restrictions on Resales.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 26, 1996
<PAGE>
This Prospectus is part of a Registration Statement which was filed
and became effective under the Securities Act of 1933, as amended
(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, Famous Sam's
Holdings Company, 4221 East Pontatoc Canyon Drive, Tucson, AZ
85718; (520) 577-6611.
The Company is subject to the reporting requirements of the
Exchange Act and in accordance therewith files reports and other
information with the Commission. These reports, as well as the
proxy statements, information statements and other information
filed by the Company under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies may be obtained at the prescribed rates. In addition, the
Common Stock is quoted on the "bulletin board" maintained by the
National Association of Securities Dealers, Inc. ("NASD"); thus,
copies of these reports, proxy statements, information statements
and other information may also be examined at the offices of the
NASD at 1735 K St., N.W., Washington, D.C. 20549.
No person has been authorized to give any information or to make
any representation, other than those contained in this Prospectus,
and, if given or made, such other information or representation
must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer or a solicitation by
anyone in any state in which such is not authorized or in which the
person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstance, create any implication that there
has not been a change in the affairs of the Company since the date
hereof.
<PAGE>
Table of Contents
Page
General Information
The Company. . . . . . . . . . . . . . . . . . . . . . . . . .5
Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . .5
The Consultants. . . . . . . . . . . . . . . . . . . . . . . .5
No Restrictions on Transfer. . . . . . . . . . . . . . . . . .5
Tax Treatment to the Consultants . . . . . . . . . . . . . . .5
Tax Treatment to the Company . . . . . . . . . . . . . . . . .6
Restrictions on Resales. . . . . . . . . . . . . . . . . . . .6
Documents Incorporated by Reference and Additional Information6
Interests of Named Experts and Counsel . . . . . . . . . . . .6
Indemnification. . . . . . . . . . . . . . . . . . . . . . . .7
Information not Required in Prospectus . . . . . . . . . . . . .8
Item 3. Incorporation of Documents by Reference. . . . . . . .8
Item 4. Description of Securities. . . . . . . . . . . . . . .8
Item 5. Interests of Named Experts and Counsel . . . . . . . .8
Item 6. Indemnification of Directors and Officers. . . . . . .8
Item 7. Exemption from Registration Claimed. . . . . . . . . .9
Item 8. Exhibits . . . . . . . . . . . . . . . . . . . . . . .9
Item 9. Undertakings . . . . . . . . . . . . . . . . . . . . 10
<PAGE>
General Information
The Company:
The Company has its principal executive offices at 4221 East
Pontatoc Canyon Drive, Tucson, AZ 85718; (520) 577-6611.
Purposes:
The Common Stock will be issued by the Company pursuant to
agreements entered into between the Consultants and the Company and
approved by the Board of Directors of the Company (the "Board of
Directors"). The agreements are intended to provide a method
whereby the Company may be stimulated by the personal involvement
of the Consultants in the Company's future prosperity; thereby
advancing the interests of the Company and all of its shareholders.
Copies of the agreements have been filed as exhibits to the
Registration Statement.
Common Stock:
The board has authorized the issuance and delivery of up to
287,000 shares of Common Stock to the Consultants upon and
subsequent to effectiveness of the Registration Statement, but only
in the event the Consultants perform their agreed upon services in
full and elect to exercise their options to take these shares
valued at their market in exchange for the fair value of the
services rendered.
The Employees and Consultants:
The Consultants have provided their expertise and advice to
the Company on a non-exclusive basis for the purpose of promoting
the interests of the Company.
No Restrictions on Transfer:
The Consultants will become the record and beneficial owners
of the shares of Common Stock upon issuance and delivery and are
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 Consultants:
The Common Stock is not qualified under Section 401(a) of the
Internal Revenue Code. The Consultants, 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 Consultants will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of
receipt. The Consultants are urged to consult their tax advisor on
this matter. Further, if any recipient 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, 1995, 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, Famous Sam's Group, Inc., 4221 East Pontatoc Canyon
Drive, Tucson, AZ 85718; (520) 577-6611.
Interests of Named Experts and Counsel:
Mark S. Pierce, Esq., assisted in the preparation of this
Prospectus and the Registration Statement and has given an opinion
on the validity of the securities covered thereby. Mr. Pierce is
a party to one of the consulting agreements and, it is anticipated,
will receive shares registered hereunder pursuant to the terms and
conditions of the agreement.
Indemnification:
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons
controlling the Company, the Company has been informed that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.
<PAGE>
Part I
Information Not Required in Prospectus
Item 3. Incorporation of Documents by Reference.
Registrant hereby states that (i) all documents set forth in
(a) through (c) below are incorporated by reference in this
registration statement, and (ii) all documents subsequently filed
by registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
(a) Registrant's latest annual report, whether or not filed
pursuant to Sections 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
registrant documents referred to in (a), above;
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act or the effective Form 10 registering registrant's
equity under the Exchange Act; and
(d) The description of the securities offered hereby as set forth
in the Form 10 filed by registrant under the Exchange Act, as well
as any and all amendments thereto.
Item 4. Description of Securities.
Not Applicable to this registrant.
Item 5. Interests of Named Experts and Counsel.
Mr. Pierce is not an officer or a director of registrant;
however, he has been granted an option to acquire up to 95,666
shares of common stock of registrant, all of which are being
registered hereunder. These shares aggregate approximately 9.56%
of the total number of shares outstanding under this class. Mr.
Pierce owns no other shares of this class, and has no other
interest in registrant.
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 Nevada Business Corporation Code, as enacted and in
effect upon adoption of the registrant's articles of incorporation
and bylaws, both of which mirror this statute.
The provisions of this code generally provide that registrant
may, but is not obligated to, indemnify against liability an
individual made a party to a lawsuit because they were previously
or are currently a director or officer of registrant, if such
person acted in good faith and reasonably believed their actions
were in the best interests of registrant. Registrant may not
indemnify such persons if they are found liable to registrant in a
shareholders' derivative suit or are found liable for receiving an
improper personal benefit. Registrant is required to indemnify
such persons if they are ultimately successful in the suit.
Pending a final determination, registrant may advance funds to
these persons, but only if provision is made for return of the
funds advanced in the event such persons are subsequently found to
not be entitled to indemnification as set forth above. The general
effect of this statute is to make indemnification available to the
officers and directors of registrant regarding actions taken in
their official capacity, unless they are found liable to registrant
for their actions, they received an improper benefit therefrom, or
they did not act in good faith while reasonably believing their
actions were in the best interests of registrant. Indemnification
under this section would include actions of the officers and
directors of registrant taken in connection with this offering.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are
specifically incorporated herein by this reference:
Exhibit No./Title
1. Not Required.
2. Not Required.
3. Not Required.
4. Not Applicable.
5. Opinion of Mark S. Pierce regarding the legality of the
securities registered.
6. Not Required.
7. Not Required.
8. Not Required.
9. Not Required.
10(a) Employment and Option Agreement with Robert D'Alesio.
(b) Consulting and Option Agreement with Craig Edelman.
(c) Consulting and Option Agreement with Mark S. Pierce.
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.
23.1 Consent of auditors to Registrant to incorporation of their
opinion on the audited financial statements of Registrant
incorporated herein.
23.2 Consent of Mark S. Pierce, special counsel to Registrant, to
the use of his opinion with respect to the legality of the
securities being registered hereby and to the references to him in
the Prospectus filed as a part hereof.
24. Not Required.
25. Not Applicable.
26. Not Applicable.
27. Not Applicable.
28. Not Required.
99. Not Required.
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of registrant pursuant to the foregoing
provisions, or otherwise, registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other that
the payment by registrant of expenses incurred or paid by a
director, officer or controlling person of registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement; and
(iii) include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the Registration Statement, including, but not
limited to, any addition or deletion of a managing
underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of
registrant's annual report pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned in the City of Tucson,
State of Arizona, on the 8th day of July, 1996.
Famous Sam's Group, Inc.
(Registrant)
By: /s/ Robert D'Alesio
Chief Executive Officer
By: /s/ /Robert D'Alesio
Chief Financial and Accounting
Officer and Treasurer
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/ Robert D'Alesio
Director
Date: July 26, 1996
<PAGE>
Form S-8 Registration Statement
EXHIBIT INDEX
The following Exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are
specifically incorporated herein by this reference:
Exhibit Number
in Registration
Statement Description
5 Opinion of Counsel
10(a) Employment and Option
Agreement
10(b) Consulting and Option
Agreement
10(c) Consulting and Option
Agreement
23 Consent to Incorporation of
Auditor's
Opinion
23.2 Consent to Use of Attorney
Opinion
<PAGE>
Exhibit 5
Opinion of Counsel<PAGE>
July 25, 1996
Famous Sam's Group, Inc.
4221 E. Pontatoc Canyon Drive
Tucson, Arizona 85718
Re: Form S-8 Filing
Gentlemen:
As special securities counsel for Famous Sam's Group, Inc.,
f/k/a U.S. Flywheel Systems, Inc. (the
"Company"), I am furnishing this opinion to you in compliance with
the referenced matter, and am familiar with
the Company's articles of incorporation and its corporate powers,
franchises and other rights under which it
carries on its business. I am also familiar with the Company's
Bylaws, minute book and other corporate records.
For the purpose of the opinions expressed below, I have examined,
among other things, the registration statement
on Form S-8 to be filed in regards of the above offering (the
"Registration Statement"), and have supervised
proceedings taken in connection with the authorization, execution
and delivery by the Company of the
Registration Statement and, as contemplated thereby, the
authorization and issuance of the shares of common
stock to be issued thereunder. In arriving at the opinions set
forth below, I have examined and relied upon
originals or copies, certified or otherwise identified to my
satisfaction, of all such corporate records and all such
other instruments, documents and certificates of public officials,
officers and representatives of the Company and
of other persons and have made such investigations of law as I have
considered necessary or appropriate as a
basis for my opinions. Moreover, I have with your approval relied
as to factual matters stated therein on the
certificates of public officials, and I have assumed, but not
independently verified, that the signatures on all
documents which I have examined are genuine and that the persons
signing such had the capacity to do so. This
opinion further expressly assumes that the shares covered by the
Registration Statement will be issued in
conformity with the terms and conditions applicable thereto.
Based upon and subject to the forgoing, I am of the opinion
that the issuance and sale of the stock in this
offering have been duly and validly authorized and upon delivery to
the shareholders in accordance with the terms
and conditions of the exhibits to the Form S-8 will have been duly
authorized, validly issued, fully paid for and
nonassessable.
I am admitted to practice before the Bar of the State of
Colorado only. I am not admitted to practice in
any other jurisdiction in which the Company may own property or
transact business. My opinions herein are with
respect to federal law only and, to the extent my opinions are
derived from laws of other jurisdictions, are based
upon an examination of relevant authorities and are believed to be
correct, but I have not directly obtained legal
opinions as to such matters from attorneys licensed in such other
jurisdictions. My opinions are qualified to the
extent that 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.
Page Two
Famous Sam's Opinion
July 25, 1996
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,
Mark S. Pierce
MSP:adt
<PAGE>
Exhibit 10(a)
Employment and Option Agreement<PAGE>
EMPLOYMENT AND OPTION AGREEMENT
This Employment and Option Agreement is made and entered into
to be effective as of the date upon which services first rendered
in accordance herewith and is by and between Robert D'Alesio
("Employee") and Famous Sam's Group, Inc. ("Client").
A. Employee is willing and able to provide various valuable
services for and on behalf of Client in connection with the
business of Client.
B. Client desires to retain Employee as an independent
contractor on behalf of Client and Employee desires to be retained
in that capacity upon the terms and conditions hereinafter set
forth.
In consideration of the above and 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, Client and Employee agree as
follows:
1. Services. Client hereby retains Employee as its sole director
and executive officer and Employee hereby accepts and agrees to
such retention. Employee shall render to Client services of such
nature as are necessary to provide for the strategic direction and
day to day management of the Company. It is not intended that the
performance of the consulting services described herein shall be
accomplished exclusively by Employee; therefor, Employee may engage
persons as subcontractors to assist in the discharge of the
responsibilities hereunder; however, any such further employment
shall be at the cost and expense of Employee.
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 when Employee
first began rendering services for Client, and shall terminate when
the services have been fully rendered hereunder or when a change in
control of Client shall have occurred.
4. Compensation. Upon termination of this agreement, Client
shall pay Employee a fee in the amount of $7,500. At the option of
Employee, Employee may elect to take all or any portion of this
amount in shares of the free trading common stock of Client
registered under a Form S-8 filed in accordance with the terms and
conditions set forth under the Securities Act of 1933, as amended.
The parties have agreed that the fair market value of this stock,
after considering the financial condition of Client, as well as the
lack of a trading market for the stock, shall be approximately $.08
per share, for an aggregate of 95,667 shares. This option is not
transferrable by Employee.
5. Expenses. Client 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 its subcontractors, on behalf of Client in
connection with the performance of the consulting services pursuant
to this agreement. Expenses and disbursements in excess of $100
shall have Client's prior approval. These expenses shall be paid
in cash, or, at the option of Employee, in shares of Client's
common stock registered under Form S-8. If this non-transferrable
option is exercised, said shares shall be issued at the fair market
value therefor, which Client and Employee agree will be the closing
inside bid price therefor on the date of payment.
6. Work Product. It is agreed that, prior to public distribution,
all information and materials produced for Client shall be property
of Employee, free and clear of all claims thereto by Client, and
Client shall retain no claim of authorship therein.
7. Disclosure of Information. Employee recognizes and
acknowledges that Employee has and will have access to certain
confidential information of Client and its affiliates that are
valuable, special and unique assets and property of Client and such
affiliates. Employee will not, during or after the term of this
agreement, disclose, without the prior written consent or
authorization of Client, 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, Client 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.
8. Conflict of Interest. Employee shall be free to perform
services for other persons during the term of this agreement.
Employee will notify Client of the performance of consulting
services for any other person which would conflict with the
obligations of this agreement. Upon receiving such notice, Client
may terminate this agreement or consent to Employee's outside
consulting services. Failure to terminate this agreement shall
constitute Client's ongoing consent to Employee's outside
consulting activities.
9. 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 principle office of
each party.
10. 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.
11. Assignment. This agreement and the rights and obligations of
the parties hereunder are not assignable by either party.
12. 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 Nevada 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 Nevada 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.
13. 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.
14. 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.
15. 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: CLIENT: FAMOUS SAM'S GROUP, INC.
/s/ Robert D'Alesio /s/ Robert
D'Alesio
Robert D'Alesio Robert D'Alesio, President
<PAGE>
Exhibit 10(b)
Consulting and Option Agreement
<PAGE>
CONSULTING AND OPTION AGREEMENT
This Consulting and Option Agreement is made and entered into
to be effective as of the date upon which services first rendered
in accordance herewith and is by and between Craig Edelman
("Consultant") and Famous Sam's Group, Inc. ("Client").
A. Consultant is willing and able to provide various valuable
services for and on behalf of Client in connection with the
business of Client.
B. Client desires to retain Consultant as an independent
contractor on behalf of Client and Consultant desires to be
retained in that capacity upon the terms and conditions hereinafter
set forth.
In consideration of the above and 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, Client and Consultant agree as
follows:
1. Consulting Services. Client hereby retains Consultant as an
independent contractor to Client and Consultant hereby accepts and
agrees to such retention. Consultant shall render to Client
services of an advisory or consultative nature in order to provide
market support and other public relation services to Client as it
may deem reasonable and necessary from time to time. It is the
intention of the parties that Consultant will gather all
publicly-available information relating to Client and confer with
officers
and directors of Client in an effort to consolidate the information
obtained for purposes of discharging the obligations which have
been imposed upon Consultant under this agreement. It is intended
that Consultant will use and distribute this information concerning
Client to persons and other parties outside of Client who
Consultant determines, in the sole discretion of Consultant, are
entitled to this information for purposes of Consultant performing
in accordance with the terms and conditions of this agreement. It
is not intended that the performance of the consulting services
described herein shall be accomplished exclusively by Consultant;
therefor, Consultant may engage persons as subcontractors to assist
in the discharge of the responsibilities hereunder; however, any
such further employment shall be at the cost and expense of
Consultant.
2. Time, Place and Manner of Performance. Consultant shall be
available for advice and counsel to the officers and directors of
Client at such reasonable and convenient times and places as may be
mutually agreed upon. Except as aforesaid, the time, place and
manner of performance of the services hereunder, including the
amount of time to be allocated by Consultant to any specific
service, shall be determined in the sole discretion of Consultant.
3. Term of Agreement. This agreement shall begin when Consultant
first began rendering services for Client, and shall terminate when
the services have been fully rendered hereunder or when a change in
control of Client shall have occurred.
4. Compensation. Upon termination of this agreement, Client
shall pay Consultant a fee in the amount of $7,500. At the option
of Consultant, Consultant may elect to take all or any portion of
this amount in shares of the free trading common stock of Client
registered under a Form S-8 filed in accordance with the terms and
conditions set forth under the Securities Act of 1933, as amended.
The parties have agreed that the fair market value of this stock,
after considering the financial condition of Client, as well as the
lack of a trading market for the stock, shall be approximately $.08
per share, for an aggregate of 95,666 shares. This option is not
transferrable by Consultant.
5. Expenses. Client shall reimburse Consultant on demand for all
expenses and other disbursements, including, but not limited to,
travel, entertainment, mailing, printing and postage, incurred by
Consultant, or any of its subcontractors, on behalf of Client in
connection with the performance of the consulting services pursuant
to this agreement. Expenses and disbursements in excess of $100
shall have Client's prior approval. These expenses shall be paid
in cash, or, at the option of Consultant, in shares of Client's
common stock registered under Form S-8. If this non-transferrable
option is exercised, said shares shall be issued at the fair market
value therefor, which Client and Consultant agree will be the
closing inside bid price therefor on the date of payment.
6. Work Product. It is agreed that, prior to public distribution,
all information and materials produced for Client shall be property
of Consultant, free and clear of all claims thereto by Client, and
Client shall retain no claim of authorship therein.
7. Disclosure of Information. Consultant recognizes and
acknowledges that Consultant has and will have access to certain
confidential information of Client and its affiliates that are
valuable, special and unique assets and property of Client and such
affiliates. Consultant will not, during or after the term of this
agreement, disclose, without the prior written consent or
authorization of Client, any such information to any person, except
to authorized representatives of Consultant or its affiliates for
purposes of the services to be rendered under this agreement, for
any reason or purpose whatsoever. In this regard, Client 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.
8. Nature of Relationship. It is understood and acknowledged by
the parties that Consultant is being retained by Client in an
independent capacity, and that in this connection, Consultant
hereby agrees, except as otherwise provided herein, or unless
Client shall have otherwise consented, not to enter into any
agreement or incur any obligation on behalf of Client.
9. Conflict of Interest. Consultant shall be free to perform
services for other persons during the term of this agreement.
Consultant will notify Client of the performance of consulting
services for any other person which would conflict with the
obligations of this agreement. Upon receiving such notice, Client
may terminate this agreement or consent to Consultant's outside
consulting services. Failure to terminate this agreement shall
constitute Client's ongoing consent to Consultant's outside
consulting activities.
10. Indemnification for Securities Law Violations. Client agrees
to indemnify and hold harmless Consultant and each officer,
director or controlling person of Consultant against any losses,
claims, damages, liabilities and /or expenses (including any legal
or other expenses reasonably incurred in investigating or defending
any act or claim in respect thereof) to which Consultant or such
officer, director or controlling person may become subject under
the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, because of actions of Client or its
agent(s).
11. 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 principle office of
each party.
12. 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.
13. Assignment. This agreement and the rights and obligations of
the parties hereunder are not assignable by either party.
14. 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 Nevada 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 Nevada 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.
15. 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.
16. 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.
17. 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.
CONSULTANT: CLIENT: FAMOUS SAM'S GROUP, INC
/s/ Craig Edelman /s/ Robert D'Alesio
Craig Edelman Robert D'Alesio President
<PAGE>
Exhibit 10(c)
Consulting and Option Agreement<PAGE>
CONSULTING AND OPTION AGREEMENT
This Consulting and Option Agreement is made and entered into to be
effective as of the date upon which services first rendered in
accordance herewith and is by and between Mark S. Pierce
("Consultant") and Famous Sam's Group, Inc. ("Client").
A. Consultant is willing and able to provide various valuable
services for and on behalf of Client in connection with the
business of Client.
B. Client desires to retain Consultant as an independent
contractor on behalf of Client and Consultant desires to be
retained in that capacity upon the terms and conditions hereinafter
set forth.
In consideration of the above and 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, Client and Consultant agree as
follows:
1. Consulting Services. Client hereby retains Consultant as an
independent contractor to Client and Consultant hereby accepts and
agrees to such retention. Consultant shall render to Client
services of an advisory or consultative nature in order to provide
legal and financial services to Client as it may deem reasonable
and necessary from time to time. It is the intention of the
parties that Consultant will gather all publicly-available
information relating to Client and confer with officers and
directors of Client in an effort to consolidate the information
obtained for purposes of discharging the obligations which have
been imposed upon Consultant under this agreement. It is intended
that Consultant will use and distribute this information concerning
Client to persons and other parties outside of Client who
Consultant determines, in the sole discretion of Consultant, are
entitled to this information for purposes of Consultant performing
in accordance with the terms and conditions of this agreement. It
is not intended that the performance of the consulting services
described herein shall be accomplished exclusively by Consultant;
therefor, Consultant may engage persons as subcontractors to assist
in the discharge of the responsibilities hereunder; however, any
such further employment shall be at the cost and expense of
Consultant.
2. Time, Place and Manner of Performance. Consultant shall be
available for advice and counsel to the officers and directors of
Client at such reasonable and convenient times and places as may be
mutually agreed upon. Except as aforesaid, the time, place and
manner of performance of the services hereunder, including the
amount of time to be allocated by Consultant to any specific
service, shall be determined in the sole discretion of Consultant.
3. Term of Agreement. This agreement shall begin when Consultant
first began rendering services for Client, and shall terminate when
the services have been fully rendered hereunder or when a change in
control of Client shall have occurred.
4. Compensation. Upon termination of this agreement, Client
shall pay Consultant a fee in the amount of $7,500. At the option
of Consultant, Consultant may elect to take all or any portion of
this amount in shares of the free trading common stock of Client
registered under a Form S-8 filed in accordance with the terms and
conditions set forth under the Securities Act of 1933, as amended.
The parties have agreed that the fair market value of this stock,
after considering the financial condition of Client, as well as the
lack of a trading market for the stock, shall be approximately $.08
per share, for an aggregate of 95,666 shares. This option is not
transferrable by Consultant.
5. Expenses. Client shall reimburse Consultant on demand for all
expenses and other disbursements, including, but not limited to,
travel, entertainment, mailing, printing and postage, incurred by
Consultant, or any of its subcontractors, on behalf of Client in
connection with the performance of the consulting services pursuant
to this agreement. Expenses and disbursements in excess of $100
shall have Client's prior approval. These expenses shall be paid
in cash, or, at the option of Consultant, in shares of Client's
common stock registered under Form S-8. If this non-transferrable
option is exercised, said shares shall be issued at the fair market
value therefor, which Client and Consultant agree will be the
closing inside bid price therefor on the date of payment.
6. Work Product. It is agreed that, prior to public distribution,
all information and materials produced for Client shall be property
of Consultant, free and clear of all claims thereto by Client, and
Client shall retain no claim of authorship therein.
7. Disclosure of Information. Consultant recognizes and
acknowledges that Consultant has and will have access to certain
confidential information of Client and its affiliates that are
valuable, special and unique assets and property of Client and such
affiliates. Consultant will not, during or after the term of this
agreement, disclose, without the prior written consent or
authorization of Client, any such information to any person, except
to authorized representatives of Consultant or its affiliates for
purposes of the services to be rendered under this agreement, for
any reason or purpose whatsoever. In this regard, Client 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.
8. Nature of Relationship. It is understood and acknowledged by
the parties that Consultant is being retained by Client in an
independent capacity and that in this connection, Consultant hereby
agrees, except as otherwise provided herein, or unless Client shall
have otherwise consented, not to enter into any agreement or incur
any obligation on behalf of Client.
9. Conflict of Interest. Consultant shall be free to perform
services for other persons during the term of this agreement.
Consultant will notify Client of the performance of consulting
services for any other person which would conflict with the
obligations of this agreement. Upon receiving such notice, Client
may terminate this agreement or consent to Consultant's outside
consulting services. Failure to terminate this agreement shall
constitute Client's ongoing consent to Consultant's outside
consulting activities.
10. Indemnification for Securities Law Violations. Client agrees
to indemnify and hold harmless Consultant and each officer,
director or controlling person of Consultant against any losses,
claims, damages, liabilities and /or expenses (including any legal
or other expenses reasonably incurred in investigating or defending
any act or claim in respect thereof) to which Consultant or such
officer, director or controlling person may become subject under
the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, because of actions of Client or its
agent(s).
11. 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 principle office of
each party.
12. 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.
13. Assignment. This agreement and the rights and obligations of
the parties hereunder are not assignable by either party.
14. 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 Nevada 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 Nevada 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.
15. 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.
16. 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.
17. 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.
CONSULTANT: CLIENT: FAMOUS SAM'S GROUP, INC.
/s/ Mark S. Pierce /s/ Robert D'Alesio
Mark S. Pierce Robert D'Alesio, President
<PAGE>
Exhibit 23.1
Consent to Incorporation of Auditor's Opinion<PAGE>
July 26, 1996
Board of Directors
Famous Sam's Group, Inc.
4221 E. Pontatoc Canyon Drive
Tucson, Arizona 85718
RE: Form S-8
Gentlemen:
Please allow this letter to serve as our consent to the
incorporation by
reference of our opinion in the registration statement under the
referenced
matter.
If you have any questions with regards to the above matter,
please call the
undersigned.
Yours very truly,
Halliburton, Hunter & Associates,
P.C.
/s/ Halliburton, Hunter & Associates,
P.C.
<PAGE>
Exhibit 23.2
Consent to Use of Attorney Opinion
<PAGE>
July 25, 1996
Board of Directors
Famous Sam's Group, Inc.
4221 E. Pontatoc Canyon Dr.
Tucson, AZ 85718
RE: Form S-8
Gentlemen:
Please allow this letter to serve as my consent to the filing
of, and
reference in the prospectus to, my opinion dated even date herewith
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 Denver address.
Sincerely,
/s/ Mark S. Pierce
Mark S. Pierce
MSP:adt
