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 87-0400541
(State or other jurisdiction of IRS Employer Identification No.)
incorporation or organization)
1196 E. Willow St., Long Beach, CA 90806
(Address of Principal Executive Offices, including ZIP Code)
Consulting Fee Agreements with Fred G. Luke, dba NuVen Advisors
and Archer & Weed
(Full title of the plan)
Dr. Alan V. Phan, 1196 E. Willow St, Long Beach, CA 90806
(Name and address of agent for service)
(562)426-9796
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount of Shares Offering Offering Registration
to be Registered to be Registered Price Per Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
- ---------------------- ------------------ ------------------ -------------- -------------
$.001 par value
Common Stock 250,000 $7.06 $ 1,765,000 $ 490.67
- ---------------------- ------------------ ------------------ -------------- -------------
$.001 par value
Common Stock 10,000 $7.06 $ 70,600 $ 19.63
- ---------------------- ------------------ ------------------ -------------- -------------
TOTALS 260,000 N/A $ 1,835,000 $ 510.30
- ---------------------- ------------------ ------------------ -------------- -------------
</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 either (a) the average of the high and low
prices per share of the Common Stock as of a date within five business days
prior to the filing of this Registration Statement.
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PROSPECTUS
THE HARTCOURT COMPANIES INC.
1196 E. Willow St.
Long Beach, CA 90806
(562) 426-9796
260,000 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 $.001 par value per
share common stock (the "Common Stock") to certain consultants and advisors (the
"Consultants") pursuant to consulting agreements entered into between the
Company and the Consultants for payment of services rendered. The Company is
registering hereunder and then issuing, upon receipt of adequate consideration
therefor, to the Consultants 260,000 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, 250,000 shares are being registered to an affiliate
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 November 30, 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., 1196 E. Willow St., Long Beach, CA 90806 (562) 426-9796.
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.
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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
Common Stock................................................6
The Consultants.............................................6
No Restrictions on Transfer.................................6
Tax Treatment to the Consultants............................6
Tax Treatment to the Company................................7
Restrictions on Resales.....................................7
Documents Incorporated by Reference and Additional Information.................8
Item 2. Registrant Information and Employee Plan Annual Information...........8
Legal Opinion and Experts...................................8
Indemnification of Officers and Directors...................8
Information Required in the Registration Statement.............................9
Item 3. Incorporation of Documents by Reference...............................9
Item 4. Description of Securities.............................................9
Item 5. Interests of Named Experts and Counsel................................9
Item 6. Indemnification of Directors and Officers.............................9
Item 7. Exemption from Registration Claimed..................................10
Item 8. Exhibits.............................................................10
Item 9. Undertakings.........................................................11
Signatures . . . . . . . . ...................................................13
Exhibit Index . . . . ........................................................14
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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 1196 E. Willow St., Long
Beach, CA 90806,where its telephone number is (462) 426-9796.
Purposes
The Common Stock to be issued by the Company to certain Consultants will be
issued pursuant to agreements entered into between Consultants and the Company,
which the agreements have been 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 this Registration Statement.
Common Stock
The Board has authorized the issuance of up to 260,000 shares of the Common
Stock to the Consultants and upon effectiveness of this Registration Statement.
The Consultants
The Consultants 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 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 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,
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or (b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, absent a specific contractual provision to the contrary the
Consultants 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. If, however,
the Consultants receive shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes. The Consultants 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 will affect the issue of
taxation.
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.
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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, 1998, 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, 1998, 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., 1196 E. Willow St., Long Beach, CA
90806, (562) 426-9796.
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, but will receive 10,000
shares upon the effectiveness of this registration statement.
The financial statements of The Hartcourt Companies Inc. incorporated by
reference in this Prospectus for the year ended December 31, 1998 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.
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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 $.001 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 does not presently own any shares of the Company's common stock,
but will obtain 10,000 shares upon effectiveness of this registration statement.
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,
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including power to defend such person from all suits or 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, Consultants 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. Advisory Agreement with Fred G. Luke dba NuVen
Advisors, Inc. by reference from previous filing
made March 22, 1999
B. Fee Agreement with Archer & Weed incorporated by
reference from previous filing made
March 22, 1999.
C. Statement of Account from Fred G. Luke
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.
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Exhibit No. Title
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
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.
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(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 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 Long Beach, State of California on the 30th day of
November, 1999.
The Hartcourt Companies Inc.
(Registrant)
By: /s/ 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 per ons in the capacities and on
the dates indicated:
Signatures Title Date
- ---------------------------- ----------------------- -----------------------
/s/ Alan V. Phan Director November 30, 1999
Dr. Alan V. Phan
/s/ Fred G. Luke Director November 30, 1999
Fred G. Luke
/s/ Jon L. Lawver Director November 30, 1999
Jon L. Lawver
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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
Statement Description Page
5. Opinion of Counsel 15
10.C Statement of Account from Fred G. Luke 18
24.1 Consent of Richard O. Weed to Use of Opinion 19
24.2 Consent of Harlan & Boettger, LLP 20
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EXHIBIT 5.
OPINION OF COUNSEL
WEED & CO., L.P.
4695 MacARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087
WRITER=S DIRECT NUMBER
(949) 475-9086
November 30, 1999
Board of Directors
The Hartcourt Companies Inc.
1196 E. Willow St.
Long Beach, CA 90806
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 260,000 shares
of Common Stock, $.001 par value (the "Common Stock") to Consultants 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.
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The Hartcourt Companies Inc.
November 22, 1999
Page 2
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.
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 be duly
authorized and validly issued as fully paid and non-assessable shares of Common
Stock.
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The Hartcourt Companies Inc.
November 22, 1999
Page 3
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
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.
Very truly yours,
/s/ Richard O. Weed
Richard O. Weed
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EXHIBIT 10.C
Statement of Account from Fred G. Luke
NuVEN ADVISORS LIMITED PARTNERSHIP
4001 So. Decatur Blvd., Suite 399
Las Vegas, Nevada 89103
October 14, 1999
The Hartcourt Companies, Inc.
1196 E. Willow Street
Long Beach, CA 90701
RE: Advisory Agreement dated February 8, 1999,
as amended (the "Advisory Agreement")
Gentlemen:
This letter shall serve as a statement of fees owed through the date hereof
totaling $250,000 for services provided to The Hartcourt Companies, Inc.
("Hartcourt") by Fred G. Luke through NuVen Advisors Limited Partnership
("NuVen") pursuant to the Advisory Agreement.
As provided under the Advisory Agreement, the undersigned elects to receive
shares of Hartcourt common stock, based on today's closing bid price of
approximately $1.00 per share.
Sincerely,
/s/ Fred G. Luke
Fred G. Luke
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EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
WEED & CO., L.P.
4695 MacARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087
WRITER=S DIRECT NUMBER
(949) 475-9086
November 30, 1999
Board of Directors
The Hartcourt Companies Inc.
1196 E. Willow St.
Long Beach, CA 90806
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
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<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of The Hartcourt Companies Inc. Form S-8 of our report dated March 6, 1999,
appearing in the Annual Report on Form 10-KSB of The Hartcourt Companies Inc.
for the year ended December 31, 1998, 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
November 29, 1999
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<PAGE>
