SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE HARTCOURT COMPANIES INC.
(Exact name of Registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation or organization)
87-0400541
(IRS Employer Identification No.)
2049 Century Park East, Los Angeles, California 90067
(Address of Principal Executive Offices, including ZIP Code)
Advisory Agreement and 1999 Stock Plan with NuVen Advisors, Inc.
and The Hartcourt Companies Inc., respectively
(Full title of the plan)
Dr. Alan V. Phan, 2049 Century Park East, Suite 3760 , Los Angeles, CA 90067
(Name and address of agent for service)
(310) 788-2634
(Telephone number, including area code, of agent for service)
[HARTCORT\FS8:MAR1999]-6
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount of Shares Offering Aggregate Registration
to be Registered to be Registered Price Per Share(1) Offering Price(1) Fee
- ----------------------- ---------------- ------------------ ----------------- ------------
<S> <C> <C> <C> <C>
$.01 par value
Common Stock 1,000,000 $.50 $500,000 $139.00
$.01 par value
Common Stock 100,000 $.50 $ 50,000 $ 13.90
---------------- ------------------ ----------------- ------------
TOTALS 1.100,000 N/A $550,000 $152.90
================ ================= ============
</TABLE>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of the par value of the
common stock since there is no quotation by any market or exchange and
the Common Stock is not reported on the OTC Bulletin Board.
[HARTCORT\FS8:MAR1999]-6
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PROSPECTUS
THE HARTCOURT COMPANIES INC.
2049 Century Park East
Los Angeles, California 90067
(310) 788-2634
(1,100,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by The Hartcourt
Companies Inc., a Utah corporation (the "Company"), of shares of its $.01 par
value per share common stock (the "Common Stock") to certain employees and
advisors (the "Employees") pursuant to the Company's 1999 Stock Plan and
agreements entered into between the Company and certain Employees. The Company
is registering hereunder and then issuing, upon receipt of adequate
consideration therefor, to the Employees and professional advisors 1,100,000
shares of Common Stock in consideration for services to be performed under the
respective agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Of the
shares registered hereunder, there are 1,000,000 shares being registered for
affiliates of the Company. An affiliate is summarily, any director, executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An "affiliate" of the Company is subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (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 March 18, 1999
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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 the 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: The Hartcourt
Companies Inc., 2049 Century Park East, Los Angeles, California 90067, (310)
788-2634.
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. The Company's stock has been traded on the
over-the-counter market since 1994 and is currently reported by the National
Quotation Bureau Electronic Bulletin Board.
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 circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.
[HARTCORT\FS8:MAR1999]-6
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TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus ......................6
Item 1. Plan Information..................................................6
General Information...............................................6
The Company..............................................6
Purposes.................................................6
General Plan Information.................................6
Securities to be Offered.................................7
Employees Who May Participate in the Plan................7
Purchase of Securities Pursuant to the Plan on Payment
for Securities Offered ..................................7
Amendments and Termination...............................8
Registrant Information and Employee Plan Annual
Information .............................................8
Common Stock.............................................8
The Employees............................................8
No Restrictions on Transfer..............................8
Tax Treatment to the Employees...........................8
Tax Treatment to the Company.............................9
Restrictions on Resales..................................9
Documents Incorporated by Reference and Additional Information.............10
Item 2. Registrant Information and Employee Plan Annual Information.......10
Legal Opinion and Experts................................10
Indemnification of Officers and Directors................10
Information Required in the Registration Statement.........................11
Item 3. Incorporation of Documents by Reference...........................11
Item 4. Description of Securities.........................................11
Item 5. Interests of Named Experts and Counsel............................11
Item 6. Indemnification of Directors and Officers.........................11
Item 7. Exemption from Registration Claimed...............................12
Item 8. Exhibits..........................................................12
Item 9. Undertakings......................................................12
Signatures . . . . . . . . ................................................15
Exhibit Index . . . . .....................................................16
[HARTCORT\FS8:MAR1999]-6
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at 2049 Century Park
East, Suite 3760, Los Angeles, California 90067, where its telephone number is
(310) 788-2634.
Purposes
The Common Stock to be issued by the Company to certain Employees will
be issued pursuant to the Company's 1999 Stock Plan (the "Plan") and an
agreement entered into between NuVen Advisors Inc. ("NuVen") and the Company,
which the Plan and agreement have been approved by the Board of Directors of the
Company (the "Board of Directors"). The Plan is intended to provide a method
whereby the Company can induce greater personal involvement of the Employees and
NuVen in the Company's future prosperity, thereby advancing the interests of the
Company, and all of its shareholders. Copies of the agreements and the Plan have
been filed as exhibits to this Registration Statement.
General Plan Information
The Company's board of directors (the "Board") has adopted a stock plan
for its employees and others entitled the Plan. Pursuant to the Plan, the Board
can authorize the issuance of up to an aggregate of One Million shares of Common
Stock of the Company over a maximum of a one year period, although the Board may
shorten this period.
The Board adopted the Plan on February 17, 1999. The Plan is intended
to aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.
[HARTCORT\FS8:MAR1999]-6
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<PAGE>
As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Dr. Alan V. Phan, Frederic Cohn and
Leonard J. Roman. The address of the Board is c/o the Company, 2049 Centra Park
East, Suite 3760, Los Angeles, CA 90067; telephone: (310) 788-2634.
In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.
The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive shares, decide the number of shares and
establish other terms of the options not already established in the Company's
Plan. Information concerning changes in the Plan Administrators will be provided
in the future either in the Company's proxy statements, annual or other reports,
or in amendments to this document.
Securities to be Offered
The Plan and agreement provides for the issuance of a maximum of One
Million One Hundred Thousand (1,100,000) shares of Common Stock to be granted.
The number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or recapitalizations.
Employees Who May Participate in the Plan
The Board shall determine which of the Company's employees are eligible
to receive shares as compensation under the Plan. The term "Employee" includes
any employee, director, officer, or consultant or advisor of the Company or any
of its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
The Plan Administrators shall determine which employees shall receive
shares under the Plan. The Plan is not subject to ERISA and the securities are
being issued by the Company and not purchased on the open market or otherwise.
Shares issued under the Plan shall be issuable as determined by the Plan
Administrators.
The shares of Common Stock subject to the Plan are subject to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a
result of a stock split, consolidation, or other recapitalization. Options, if
any, and all other interests under the Plan shall be non-transferable, except by
means of a will or the laws of descent and distribution.
[HARTCORT\FS8:MAR1999]-6
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<PAGE>
Amendments and Termination
The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any shares then issued and outstanding
under the Plan. The Plan shall otherwise terminate on the earlier of the date
that is five years from the date first appearing in the Plan or the date on
which the one-millionth share is either issued under the Plan or on which the
one-millionth share is deregistered on a post-effective amendment on Form S-8
filed with the Securities and Exchange Commission (the "SEC"). No shares may be
issued under the terms of the Plan after the Plan has been terminated. The Board
may alter or amend the Plan only once during any six (6) month period, except as
to comply with changes to the Code. No termination, suspension, alteration or
amendment may adversely affect the rights of an employee entitled to receive
shares under the Plan without the consent of that Employee.
Registrant Information and Employee Plan Annual Information
The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. Requests for such information should be
directed to the Company at 2049 Century Park East, Suite 3670, Los Angeles, CA
90067.
Common Stock
The Board has authorized the issuance of up to 1,100,000 shares of the
Common Stock to the Employees and upon effectiveness of this Registration
Statement.
The Employees
The Employees have agreed to provide their expertise and advice to the
Company for the purposes set forth in their agreements with the Company.
No Restrictions on Transfer
The Employees 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 Employees
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Employees, therefore, will be required 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, absent a specific contractual provision to the contrary the
Employees will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. The Employees
are urged to consult each of their tax advisors on this matter. Further, if any
recipient is an "affiliate", Section 16(b) of the Exchange Act is applicable and
may affect the issue of taxation.
[HARTCORT\FS8:MAR1999]-6
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<PAGE>
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. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following 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 to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
Company's Common Stock issued hereunder to affiliates is equal to the value of
services rendered. Shares of the Company's Common Stock acquired hereunder by
persons other than affiliates are not subject to Section 16(b) of the Exchange
Act.
[HARTCORT\FS8:MAR1999]-6
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DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended December 31, 1997, filed pursuant to Section 13
of the Exchange Act, (ii) any and all Quarterly Reports and Current Reports on
Forms 10-Q (or 10-QSB or 8-K) filed under the Securities or Exchange Act
subsequent to the filing of the Company's Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended December 31, 1997, as well as all other reports filed
under Section 13 of the Exchange Act, 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 Section 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. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: The Hartcourt Companies Inc., 2049 Century Park East,
Los Angeles, California 90067; (310) 788-2634.
Legal Opinion and Experts
Richard O. Weed has rendered an opinion on the validity of the
securities being registered. Mr. Weed is not an "affiliate" of the Company. He
does not currently own any shares of the Company's common stock.
The financial statements of The Hartcourt Companies Inc. incorporated
by reference in this Prospectus for the year ended December 31, 1997 have been
audited by Harlan & Boettger, LLP, independent certified public accountants, as
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
Indemnification of Officers and Directors
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.
[HARTCORT\FS8:MAR1999]-6
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
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
Section 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 de-registers 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 filed pursuant
to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by annual
report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under
the Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Weed has not nor does he presently own any shares of the Company's
common stock.
Item 6. Indemnification of Directors and Officers
Article VII, Section 1 of the Company's Bylaws limit the liability of
any officer or Director and permit the Company to indemnify its directors and
officers as follows:
"No officer or Director shall be personally liable for any obligations
of the corporation or for any duties or obligations arising out of any
acts or conduct of said officer or director performed for or on behalf
of the corporation. The corporation shall and does hereby indemnify and
hold harmless each person and his heirs and administrators who shall
serve at any time hereafter as a Director or officer of the corporation
from and against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of his having heretofore or
hereafter been a Director or officer of the corporation or by reason of
any action alleged to have been heretofore or hereafter taken or
omitted to have been taken by him as such Director or officer, and
shall reimburse each such person for all legal and all other expenses
reasonably incurred by him in connection with any such claim or
liability, including power to defend such person from all suits or
[HARTCORT\FS8:MAR1999]-6
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<PAGE>
claims as provided for under the provisions of the Utah Business
corporation Act; provided, however, that no such person shall be
indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude any
right to which he may lawfully be entitled, nor shall anything herein
contained restrict the right of the corporation to indemnify or
reimburse such person in any proper case, even though not specifically
herein provided for. The corporation, its directors, officers,
employees and agents shall be fully protected in taking any action or
making any payment, or in refusing so to do in reliance upon the advice
of counsel."
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this
registration statement pursuant to Item 601 of Regulation S-B 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 Richard O. Weed regarding the legality of
the securities registered.
6. Not required.
7. Not required.
8. Not required.
9. Not required.
10. A. Agreement with NuVen Advisors Inc.(1)
B. The Hartcourt Companies Inc. 1999 Stock Plan
11. Not required.
12. Not required.
13. Not required.
14. Not required.
15. Not required.
16. Not required.
17. Not required.
18. Not required.
19. Not required.
20. Not required.
21. Not required.
22. Not required.
23. Not required.
24.1 Consent of Richard O. Weed, 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.
24.2 Consent of Harlan & Boettger, LLP
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Exhibit No. Title
25. Not applicable.
26. Not applicable.
27. Not applicable.
28. Not applicable.
29. Not applicable.
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 than 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;
(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;
provided, however, paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective
amendment by those paragraphs are incorporated by reference
from periodic reports filed by the registrant small business
issuer under the Exchange Act.
(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.
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(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 14e-3 under the
Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation
S-X is 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 Section 13(a) of the Securities 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 in the City of Los Angeles, State of California on the 10th day of
March, 1999.
The Hartcourt Companies Inc.
(Registrant)
By: /s/ Dr. Alan V. Phan
----------------------------------
Dr. Alan V. Phan, President
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
- --------------------- -------- ----------------
/s/ Dr. Alan V. Phan Director March 10, 1999
- ---------------------
Dr. Alan V. Phan
/s/ Leonard J. Roman Director March 10, 1999
- ----------------------
Leonard J. Roman
/s/ Frederic Cohn Director March 10, 1999
- ----------------------
Frederic Cohn
[HARTCORT\FS8:MAR1999]-6
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<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-B and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration Numbered
Statement Description Page
- ------------ --------------------------------------------------- --------
5. Opinion of Counsel 17
10. A. Advisory Agreement with NuVen Advisors Inc.(1) 20
B. The Hartcourt Companies Inc. 1999 Stock Plan 27
24.1 Consent of Richard O. Weed to Use of Opinion 30
24.2 Consent of Harlan & Boettger, LLP 31
[HARTCORT\FS8:MAR1999]-6
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EXHIBIT 5.
OPINION OF COUNSEL
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
March 10, 1999
Board of Directors
The Hartcourt Companies Inc.
2049 Century Park East
Los Angeles, California 90067
Re: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for The Hartcourt Companies Inc. a
Utah corporation (the "Company") in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") of a registration statement on
Form S-8 (the "Registration Statement"), relating to the offer and sale of
1,100,000 shares of Common Stock, $.01 par value (the "Common Stock") to
employees of the Company, in consideration for services performed and to be
performed on behalf of the Company under the terms and conditions of certain
agreements (the "Agreements").
As special counsel for the Company, I have examined the Company's
articles of incorporation, bylaws, minute book, and certain other corporate
records. For the purpose of the opinions expressed below, I have also examined
the Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, covering the
Common Stock in this offering.
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 corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
[HARTCORT\FS8:MAR1999]-6
<PAGE>
The Hartcourt Companies Inc.
March 10, 1999
Page 18
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.
In rendering this opinion, I have assumed, without independently
verifying such assumptions, and this opinion is based and conditioned upon the
following: (i) the genuineness of the signatures on and the enforceability of
all instruments, documents and agreements examined by me and the authenticity of
all documents furnished for my examination as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Utah; and (vi) The Hartcourt
Companies Inc. will be operated in accordance with the terms of its charter
documents and the laws of the State of Utah and the terms of the instruments or
documents referred to above.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Utah, the
jurisdiction of its incorporation.
2. The terms and provisions of the Common Stock conform to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.
3. Based upon the foregoing, I am of the opinion that the issuance and
the sale of the shares of Common Stock in this offering has been duly and
validly authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Agreements will duly authorized
and validly issued as fully paid and non-assessable shares of Common Stock.
I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in Utah, the state of incorporation of the
Company, or in any other jurisdictions other than California and Texas, 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 the
laws of other jurisdictions, are based upon an examination of all relevant
authorities and the documents referenced herein and are believed to be correct.
However, except for pending litigation or claims matters, I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions. No opinion is expressed upon any conflict of law issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
[HARTCORT\FS8:MAR1999]-6
<PAGE>
The Hartcourt Companies Inc.
March 10, 1999
Page 19
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
This opinion is furnished by me to you as special counsel for the
Company and it is solely for your benefit. This opinion is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
[HARTCORT\FS8:MAR1999]-6
<PAGE>
EXHIBIT 10-A
ADVISORY AGREEMENT WITH NuVEN ADVISORS INC.
NuVEN ADVISORS INC.
4001 South Decatur, Suite 399
Las Vegas, NV 89103
Telephone: (702) 871-9080; Facsimile: (702) 875-5945
February 8, 1999
Dr. Alan Phan
The Hartcourt Companies Inc.
2049 Century Park East, Suite 3760
Los Angeles, CA 90067
RE: Restructure of The Hartcourt Companies Inc. ("HRCT")
Dear Alan:
The purpose of this letter is to finalize the negotiations expressed in the
various letters and our meetings regarding the restructuring of HRCT through (a)
the formation of a new subsidiary, Enova Holdings Inc. ("Enova"), into which (b)
the equity investments of HRCT's two (2) active subsidiaries and indebtedness
assumed or guaranteed by HRCT, if any, shall be assigned, (c) the distribution
or Spinoff (as defined below) of the shares of Enova owned by HRCT to the HRCT
shareholders, followed by (d) the "acquisition" by assignment to HRCT by
CyberAmerica Corporation ("CYAA") of the Share Purchase Agreement dated October
21, 1998 and acceptable extension (the "Internet Agreement") between CYAA and
the shareholders of the Chinese corporation which owns 90% of the joint venture
enterprise described in the Internet Agreement as the "Internet Company".
Collectively, steps (a) through (c) are referred to as the "Restructuring", and
step (d) is referred to as the "Initial Business Acquisition."
With this as background, this letter, when countersigned below, will confirm and
memorialize our understanding and agreement ("Agreement") by and among NuVen,
HRCT and yourself to enter into a series of transactions to effect the
Restructuring and the Initial Business Acquisition, all upon and subject to the
following terms and conditions:
1. Engagement
HRCT hereby retains NuVen to act as advisor to assist HRCT in
connection with the proposed Restructuring and Initial Business
Acquisition.
To effect the Restructuring, NuVen will prepare transactional
documentation, offering circular(s), explanatory or disclosure
statement(s), and notices or periodic reports pursuant to the
Securities Act of 1933, as amended (the "Securities Act") or the
Securities Exchange Act of 1934 (the "Exchange Act") to be filed with
the Securities and Exchange Commission (the "Commission") pertaining to
the Restructuring, such documents being identified in paragraph 2
herein (collectively referred to as the "Restructuring Documents").
[HARTCORT\FS8:MAR1999]-6
<PAGE>
Dr. Alan Phan
February 8, 1999
Page 21
As part of the Restructuring, based upon the information provided by
HRCT, NuVen will prepare the transactional documentation to effect the
transfer of all of HRCT's assets, excluding the equity investment in
Hartcourt Investments Inc. ("HII"), into Enova, and the distribution of
all of the Enova shares to the HRCT shareholders of record on the
Spinoff Date (as defined herein) on a basis which will effectively
result in each current HRCT shareholder receiving 1 share of Enova for
each four (4) shares of HRCT (the "Spinoff").
2. The Restructuring, Spinoff and Initial Business Acquisition
NuVen's services shall consist of preparing the Restructuring Documents
and assisting HRCT to effect the Restructuring, Spinoff and Initial
Business Acquisition as follows:
A. The Restructuring Documents
(i) The preparation and filing with the state of Nevada
Articles of Incorporation of a new subsidiary
("Enova"); the Share Purchase Agreements through
which the single issued and outstanding share of
Enova is acquired by HRCT, and all of the issued and
outstanding shares of High Technology Manufacturing
Inc. ("ECS") and Environmental Control & Filtration
System, conducted through Pego Systems Inc. ("Pego")
shall be transferred to Enova in exchange for which
HRCT shall receive 4,938,093 shares of Enova (the
"Enova Shares"), an amount equal to the 19,754,381
shares of common stock of HRCT currently issued and
outstanding, divided by four (4);
(ii) a Distribution Agreement to spinoff the Enova Shares
to HRCT's current shareholders of record effective
the record date, which shall be February 28, 1998
(the "Spinoff Date"). The Spinoff of the Enova Shares
will be carried out as a distribution or dividend to
HRCT's shareholders so that each Enova shareholder
will also retain his/her/its original number of
shares of HRCT held as of the Spinoff Date;
(iii) a Distribution Agreement to Spinoff the shares of HII
to the HRCT shareholders as of the Spinoff Date, with
such distribution of shares of HII to occur within
180 days following the filing of HRCT's annual report
on Form 10-KSB for the year ended December 31, 1998;
(iv) an Exchange Agreement between Enova and Dr. Alan Phan
("Phan") pursuant to which Phan will exchange his
shares of HRCT preferred stock for the same class of
shares of preferred stock of Enova with the same
rights and privileges;
(v) an initial draft of an Offering Circular on Form 1-A
for Enova; and,
(vi) a Registration Statement on Form 10-SB for Enova.
[HARTCORT\FS8:MAR1999]-6
<PAGE>
Dr. Alan Phan
February 8, 1999
Page 22
B. The Initial Business Acquisition
Effective the Spinoff Date, NuVen will cause CYAA to assign to
HRCT its rights under the Internet Agreement and acceptable
extension of terms, a copy of which together with all other
due diligence materials in NuVen's possession (which have been
previously made available and reviewed by HRCT (authorized
representatives) shall be delivered to HRCT simultaneously
with HRCT's execution hereof.
3. New Board of Directors
If the Restructuring Documents and the assignment of the Internet
Agreement are delivered to HRCT on or before March 3, 1999 (the "Cutoff
Date"), HRCT agrees to cause its current Board of Directors to become
the Board of Directors of Enova and simultaneously resign as directors
of HRCT in favor of directors appointed by the management of the
Chinese Internet Co., or their designees.
Simultaneously with the resignation of the Board of Director of HRCT,
the new Board of Directors will assume responsibility for all financial
and regulatory reporting required of HRCT, specifically Form 10-KSB at
December 31, 1998 and any other reports required to be filed from the
date of their appointment forward; any and all filings by HRCT prior to
the date of appointment of the new Board of Directors ("Prior Reports")
shall remain the responsibility of the present or those HRCT directors
executing such Prior Reports.
4. Information on HRCT
In connection with NuVen's activities hereunder, HRCT acknowledges and
agrees to (a) allow NuVen to use and rely on all information on or
about HRCT in the public domain, and on information available from
generally recognized public sources, in the drafting of the
Restructuring Documents (the "HRCT Information"); (b) that NuVen has
not and cannot independently verify same, and (c) release NuVen from
any responsibility for the accuracy or completeness of HRCT
Information.
5. Retained Interest of Current HRCT Shareholders
NuVen will cause the assignment of the Internet Agreement and HRCT on
or before the Cutoff Date. Provided the tender of the Restructuring
Documents and the Litigation Settlement have occurred prior to the
Termination Date (as defined herein), and that (a) closing on the
purchase of the Internet Company will not require HRCT to issue shares
so as to dilute the HRCT shareholders of record as of the Spinoff Date
by more than ninety percent (90%) and will retain at least ten percent
(10%) of the HRCT common stock issued and outstanding give effect to
such acquisition (the "Retained Interest"); and (b) the new board of
directors of HRCT will distribute at least fifteen percent (15%) of the
shares of HII to the HRCT shareholders of record on the Spinoff Date,
upon tender of the Internet Agreement, it agrees to take all corporate
action to acquire the Internet Company.
[HARTCORT\FS8:MAR1999]-6
<PAGE>
Dr. Alan Phan
February 8, 1999
Page 23
6. Term
Unless extended by mutual written agreement, this Agreement shall be
effective the date NuVen first began assisting HRCT related to the
Restructuring and the Spinoff, and shall terminate on March 15, 1999
(the "Termination Date").
7. Compensation
for the services provided by NuVen pursuant to this Agreement
Provided that NuVen delivers the Restructuring Documents and the
assignment of the Internet Agreement on or before the Cutoff Date, HRCT
shall pay NuVen a fee by way of the issuance by HRCT of One Hundred
Thousand (100,000) shares of HRCT's common stock (the "Fee"), to be
paid in cash or shares of HRCT common stock, with such shares to be
registered as set forth herein.
8. Registration of Shares
No later than thirty (30) days following the Spinoff, the shares issued
to satisfy the Fee shall be registered by action of the then standing
Board of Directors of HRCT with the Commission under a Form S-8 or
other applicable registration statement.
9. Costs and Expenses
All third party and out-of-pocket expenses incurred by NuVen in the
preparation of the Restructuring Documents shall be paid by NuVen. All
costs and expenses incurred by HRCT up to and including the Spinoff
Date shall be paid by HRCT.
10. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between HRCT and NuVen, or employee and employer
as between NuVen's Personnel and HRCT.
11. Confidentiality and Non-Circumvention
HRCT agrees that non-public information concerning the finances, plans,
strategies, and overall business operations of the Internet Agreement
and the Internet Company, the language and structure of the
Restructuring Documents, and that the documentation and structure of
the Spinoff provided by NuVen, is highly confidential and proprietary
to NuVen ("Confidential Information").
HRCT acknowledges that such Confidential Information represents a
legitimate, valuable, and protectable interest of NuVen and gives NuVen
a competitive advantage, which would otherwise be lost if the
Confidential Information was improperly disclosed. HRCT further
acknowledges that unauthorized or improper disclosure or use of
Confidential Information would cause NuVen irreparable harm and injury.
HRCT therefore agrees that, for a period of two (2) years following the
date hereof, it will not disclose or threaten to disclose the
Confidential Information except as requires by law to any person,
partnership, company, corporation, or to any other business or
governmental organization or agency, as the case may be, without the
[HARTCORT\FS8:MAR1999]-6
<PAGE>
Dr. Alan Phan
February 8, 1999
Page 24
express written consent of NuVen. HRCT further agrees not to use or
threaten to use the Confidential Information in any way contrary to the
interests of NuVen. HRCT further agrees that all ownership rights to
the Confidential Information are retained by NuVen, and that no right
of ownership shall pass to HRCT by virtue of this Agreement other than
by payment of the Fee and acceptance of the assignment of the Internet
Agreement.
12. Amendment
This Agreement may be amended or modified at any time and in any manner
only by an instrument in writing executed by the parties hereto.
13. Waiver
Any failure of any party to this Agreement to comply with any of its
obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed. The failure of
any party to this Agreement to enforce at any time any of the
provisions of this Agreement shall in no way be construed to be a
waiver of any such provision or a waiver of the right of such party
thereafter to enforce each and every such provision. No waiver of any
breach of or non-compliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or non-compliance.
14. Notices
Any notice or other communication required or permitted by this
Agreement must be in writing and shall be deemed to be properly given
when delivered in person to an officer of the other party, when
deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid, or when deposited with a public
telegraph company for transmittal, or when sent by facsimile
transmission charges prepared, provided that the communication is
addressed:
(i) In the case of HRCT: The Hartcourt Companies Inc.
2049 Century Park East, #3760
Los Angeles, California 90067
Telephone: (310) 788-2534
Facsimile: (310) 553-1338
(ii) In the case of NuVen: NuVen Advisors Inc.
4001 South Decatur, #399
Las Vegas, Nevada 89103
Telephone: (702) 871-9080
Telefax: (702) 875-5945
(iii) With copy to: Richard O. Weed
Archer & Weed
4695 MacArthur Court, Suite #530
Newport Beach, CA 92660
Telephone: (949) 475-7739
Telefax: (949) 475-7735
[HARTCORT\FS8:MAR1999]-6
<PAGE>
Dr. Alan Phan
February 8, 1999
Page 25
or to such other person or address designated in writing by
HRCT or NuVen to receive notice.
15. Headings
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
16. Governing Law
This Agreement was negotiated and is being contracted for in the United
States, State of California, and shall be governed by the laws of the
State of California, notwithstanding any conflict-of-law provision to
the contrary, and the parties hereto mutually agree that any litigation
arising hereunder shall be filed and heard by a court of competent
jurisdiction in the state of California, County of Orange.
17. Binding Effect
This Agreement shall be binding upon the parties hereto and inure to
the benefit of the parties, their respective heirs, administrators,
executors, successors, and assigns.
18. Entire Agreement
This Agreement contains the entire agreement between the parties hereto
and supersedes any and all prior agreements, arrangements, or
understandings between the parties relating to the subject matter of
this Agreement. No oral understandings, statements, promises, or
inducements contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express or
implied, other than as set forth herein, have been made by any party.
19. Severability
If any part of this Agreement is deemed to be unenforceable the balance
of the Agreement shall remain in full force and effect.
20. Counterparts
A facsimile, telecopy, or other reproduction of this Agreement may be
executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument, by one or more parties hereto and such
executed copy may be delivered by facsimile of similar instantaneous
electronic transmission device pursuant to which the signature of or on
behalf of such party can be seen. In this event, such execution and
delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties agree to
execute an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.
[HARTCORT\FS8:MAR1999]-6
<PAGE>
Dr. Alan Phan
February 8, 1999
Page 26
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.
"NuVen"
/s/ NuVen Advisors, Inc.
---------------------------------------
NuVen Advisors, Inc.
The "Company"
/s/ The Hartcourt Companies Inc.
---------------------------------------
The Hartcourt Companies Inc.
[HARTCORT\FS8:MAR1999]-6
<PAGE>
EXHIBIT 10-B
THE HARTCOURT COMPANIES INC. 1999 STOCK PLAN
1. Purpose of the Plan
The purpose of The Hartcourt Companies Inc. 1999 Stock Plan ("Plan") is
to provide a means by which The Hartcourt Companies Inc., a Utah
corporation ("Company") may compensate key employees, advisors, and
consultants by issuing stock to them in exchange for services and to
thereby conserve the Company's cash resources. In addition, such stock
ownership will provide increased incentive for such individuals to
render services to the Company in the future and to exert maximum
effort for the success of the Company's business.
2. Definitions
The following definitions apply the provisions of this Plan:
A. "Board" means the Company's Board of Directors
B. "Common Stock" means the Company's Common Stock
C. "Committee" means the Committee appointed by the Board in
accordance with paragraph A of Section 3 of this Plan.. If no
Committee is appointed, "Committee" refers to the Board.
D. "Employee" means any person, including officers, directors,
employees, advisors, and consultants employed by the Company
or any Subsidiary on either a full-time or part-time basis.
E "Plan" means this 1999 Stock Plan.
F. "Share" means a share of Common Stock.
3. Administration of the Plan
A. Procedure. The board shall administer the Plan. The Board may
appoint a Committee of not less than three (3) Board members
to administer the Plan, subject to such terms and conditions
as the Board may prescribe. Once appointed, the Committee
shall continue to serve until the Board otherwise directs.
From time to time, the Board may increase the Committee size
and appoint additional members, fill vacancies, however
caused, and remove all members and thereafter directly
administer the Plan. Members of the Committee who are either
eligible for Stock under this Plan or have been granted Stock
under this Plan may vote on any matters affecting the Plan
administration or granting any Stock under the Plan; provided
that no such member shall act upon the granting of Stock to
himself or herself, but any such member may be counted in
determining the existence of a quorum at any meeting during
which such action is taken.
[HARTCORT\FS8:MAR1999]-6
27
<PAGE>
B. Powers of the Committee. The Committee shall have the
authority to (i) based on relevant information, to determine
the fair market value of the Common Stock; (ii) to determine
the value of the services rendered or to be rendered to the
Corporation, (iii) the Employees to whom and the time or times
when Common Stock shall be granted and the number of Shares to
be issued; (iv) to interpret the Plan; (v) to prescribe, amend
and rescind rules and regulations relating to the Plan; (vi)
to authorize any person to execute on the Company's behalf any
instrument required to effectuate a grant of Common Stock; and
(vii) to make all other determinations deemed necessary or
advisable for administering the Plan.
C. Effect of Committee's Decision. All decisions, determinations,
and interpretations of the Committee shall be final and
binding on any and all holders of Common Stock granted under
the Plan.
4. Stock Reserved.
A total of 1,000,000 shares of Class A Common Stock shall be subject to
the Plan. Such Shares shall be unissued or previously issued share
reacquired and held by the Company. The 1,000,000 Shares shall be and
are hereby reserved for issuance under the Plan. Any such shares which
remain unsold when the Plan terminate shall cease to be reserved for
the Plan, but until termination, the Company shall at all times reserve
a sufficient number of shares to meet the Plan's requirements.
5. Eligibility
Common Stock may be issued under this Plan only to Employees for
services rendered to the Company or on the Company's behalf as
determined by the Board or the Committee. Common stock may not be
issued under this Plan for services in connection with a capital
raising transaction for the Company. An Employee who has been issued
Common Stock under the Plan, if he or she is otherwise eligible, may be
granted additional Common Stock.
6. Continuation of Employment
Neither the Plan or the issuance of any Common Stock under the Plan
shall confer upon any Employee any right with respect to continuing
employment with the Company, nor shall it interfere in any way with his
or her right or the Company's right to terminate his or her employment
or other position at anytime.
7. Fair Market Value Limitation
the board or Committee shall grant the right to receive Common Stock to
Employees for services rendered to, or to be rendered to, or on behalf
of, the Company such that the fair market value of the Stock
approximates the fair market value of the services. Determination of
fair market value shall be within the business discretion of the Board
and/or Committee.
8. Investment Representation
Each Employee granted Shares under this Plan shall represent in writing
that he or she is acquiring the Shares for investment and not for
resale or to distribute the Shares to the public. Upon demand, delivery
of such a representation prior to the delivery of any shares issued
shall be a condition precedent to the right of the Employee to receive
Shares under the Plan.
[HARTCORT\FS8:MAR1999]-6
28
<PAGE>
9. Amendments or Termination
The Board of Directors may amend, alter or discontinue the Plan.
10. Compliance with Other Laws and Regulations
The Plan, the grant, and issuance of Shares under the Plan shall be
subject to all applicable federal and state laws, rules and regulations
and to such approvals by the governmental or regulatory agency as may
be required. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to the completion of any
registration or qualification of such shares under any federal or state
law, or any ruling or regulation of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or
advisable. Further, it is the intention of the Company that the Plan
comply in all respects with the provisions of Rule 16b-3 of the
Securities and Exchange Act of 1934, as amended. If any Plan provision
is found not to be in compliance with Rule 16b-3, the provision shall
be deemed null and void.
11. Effectiveness and Expiration of the Plan
The Plan shall be effective on February 15, 1999, and continue to
February 15, 2002, three years after the effective date of the Plan and
thereafter no Shares shall be granted under the Plan.
ATTEST:
/s/ Dr. Alan V. Phan
- -----------------------------------------
Dr. Alan V. Phan, President and CEO
[HARTCORT\FS8:MAR1999]-6
29
<PAGE>
EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
ARCHER & WEED
Special Project Counsel
5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087
WRITER'S DIRECT NUMBER
(714) 475-9086
March 10, 1999
Board of Directors
The Hartcourt Companies Inc.
2049 Century Park East
Los Angeles, California 90067
Re: Form S-8
Gentlemen:
I hereby consent to the filing of my opinion dated even date herewith
as an Exhibit to the Form S-8 Registration Statement to be filed by The
Hartcourt Companies Inc.
I further consent to the reference to me and my opinion under the
caption "Legal Opinion and Experts" in the Prospectus.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
[HARTCORT\FS8:MAR1999]-6
30
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
The Hartcourt Companies Inc. on Form S-8 of our report dated February 10,
1998,ppearing in the Annual Report on Form 10- KSB of The Hartcourt Companies
Inc. for the year ended December 31, 1997, and to the reference to us under the
heading "Experts" in the Prospectus which is part of this Registration
Statement.
/s/ Harlan & Boettger, LLP
---------------------------------------
Harlan & Boettger, LLP
San Diego, California
March 18, 1999
[HARTCORT\FS8:MAR1999]-6
31
