-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P3uJKuV3akcxBoxuLCfnQGsC6IizW745UxvD3ScQpNYnGS8oQsZXR986LM2duptq lx+6N3U6GTI5QXHd2C8YHw== 0001015402-01-503684.txt : 20020412 0001015402-01-503684.hdr.sgml : 20020412 ACCESSION NUMBER: 0001015402-01-503684 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011129 EFFECTIVENESS DATE: 20011129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICTOR INDUSTRIES INC CENTRAL INDEX KEY: 0001056598 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 910784114 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74130 FILM NUMBER: 1801668 BUSINESS ADDRESS: STREET 1: 4810 NORTH WORNATH ROAD CITY: MISSOULA STATE: MT ZIP: 59804 BUSINESS PHONE: 4062518501 MAIL ADDRESS: STREET 1: 4810 NORTH WORNATH ROAD CITY: MISSOULA STATE: MT ZIP: 59804 S-8 1 doc1.txt As filed with the Securities and Exchange Commission on November 28, 2001 Reg. No. 33 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ VICTOR INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Idaho 91-0784114 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4810 North Wornath Road, Missoula, Montana 59804 (406) 251-8501 (Address of principal executive offices) ________________________________________________ ADVISORY AND CONSULTING AGREEMENTS (Full title of plan) ________________________________ Penny Sperry CEO & Treasurer 4810 North Wornath Road Missoula, Montana 59804 (Name and address of agent for service) (406) 251-8501 (Telephone number, including area code of agent for service) Copy to: The Baum Law Firm Mark L. Baum, Esq. City National Bank Building 4275 Executive Square Second Floor, Suite 210 La Jolla, California 92037 (858) 638-7878
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price Aggregate offering Amount of to be registered Registered per share Price Registration fee - -------------------- ------------ ----------------- ------------------- ----------------- Common Stock 7,437,500 $ 0.135 $ 1,004,063 $ 251.02 (no par value) - -------------------- ------------ ----------------- ------------------- -----------------
Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1993. 1 PART I INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* *Information required by Part 1 to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Victor Industries, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) the Company's annual report on Form 10K-SB for the fiscal year ended December 31, 2000 filed on May 25, 2001; (b) the Registrant's Form 10SB-12G filed on April 6, 2000 and all other reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June 30, 2001 through the date hereof; (c) any document filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of Common Stock registered hereunder have been sold or that deregisters all such shares of Common Stock then remaining unsold, such documents being deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Mark L. Baum, Esq., does consulting work for Victor Industries Inc. from time to time. Item 6. Indemnification of Directors and Officers The Company's indemnification policy covering officers and directors, as contained in the by-laws, provides that the Company may indemnify at its officers or directors for costs reasonably incurred in connection with civil, criminal, administrative and investigative proceedings. The Company may purchase indemnification insurance for officers and directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. Experts The consolidated financial statements of the Company appearing in the Company's Annual Report (Form 10-K) for the year ended December 31, 2001 have been audited by David I. Tow CPA, certified public accounts, as set forth in their report thereon included therein and incorporated herein by reference. Reference is made to said report, which includes explanatory paragraphs that 3 describe the Company's ability to continue as a going concern, discussed in the notes to the Company's Consolidated Financial Statements. Such financial statements are incorporated herein in reliance upon the reports of David I. Tow CPA, pertaining to such financial statements (to the extent filed with the Commission) given upon the authority of such firm as experts in giving such reports. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The Exhibits to this registration statement are listed in the index to Exhibits on page 7. Item 9. Undertakings (a) The undersigned 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933: (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraph is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the 4 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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, the Company 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 by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 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 a 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 San Diego, State of California on November 27, 2001. VICTOR INDUSTRIES, INC. By /s/ Penny Sperry ------------------------------------ Penny Sperry, CEO & Treasurer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark L. Baum, each of them acting individually as his attorney-in-fact, each with full power of substitution and re-substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to al intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Penny Sperry CEO & Treasurer November 27, 2001 - ------------------ Penny Sperry 6 INDEX TO EXHIBITS Exhibit Sequentially NO. Description Numbered Pages - --- ----------- -------------- 4.1 Advisory and Consulting Agreements 5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder. 23.1 Consent of David I. Tow CPA 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24 Power of Attorney (Contained within Signature Page) 7 EX-4.1 3 doc2.txt Exhibit 4.1 Advisory and Consulting Agreements Number of Shares and Options ---------------------------- 4.1(a) Barry R. Clark 1,500,000 4.1(b) Mark L. Baum 3,062,500 4.1(c) Owen M. Naccarato 625,000 4.1(d) Paul Kessler 2,250,000 8 Exhibit 4.1(a) CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as of this October 17, 2001 by and between Barry R. Clark (hereinafter referred to as "Consultant"), an individual, having his principle address at 4182 H. Mount Alifan Place, San Diego, California 92111 and Victor Industries (hereinafter referred to as the "Company") with offices at 4810 North Wornath Road, Missoula, Montana 59804. WITNESSETH WHEREAS, the Company requires and will continue to require consulting services relating to management, strategic planning, financing and marketing in connection with its business; and WHEREAS, Consultant can provide the Company with strategic planning, marketing and financial consulting services and is desirous of performing such services for the Company; WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate 180 days hence, unless terminated or extended in accordance with a valid provision contained herein, or unless extended by a subsequent agreement between the parties. 3. SERVICES. -------- During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, mergers and acquisitions and other business opportunities. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, mergers and acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and (d) Advice and recommendations regarding corporate financing 9 including the structure, terms and content of bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing and other preferred and common stock equity private or public financing. 4. DUTIES OF THE COMPANY. --------------------- The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. 5. COMPENSATION. ------------ Upon the execution of this Agreement, Company agrees to pay Consultant the following as consideration for the services rendered under this Agreement: (a) Stock Purchase. Consultant shall receive 1,500,000 shares of the -------------- Company's common stock. Consultant's rights regarding these shares shall vest immediately upon execution of this Agreement and receipt of the stock purchase amount by the Company. (b) Within 3 days of the effectiveness of an S-8 Registration Statement (to be filed as so stated in Section 5(c) below), the Company shall execute a written request to its transfer agent to prepare and deliver to Consultant, or it's agent, a common stock certificate for 1,500,000 freely tradable, non-legend, shares of the Company's common stock. (c) The Compensation outlined in Section 5(a) above shall be conveyed through an effective S-8 registration of common shares to be filed within 10 days of the execution of this Agreement. 5.5 COSTS AND EXPENSES ------------------ (a) Miscellaneous Costs. ------------------- Subject to the prior approval of the Company, Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges. Consultant shall provide the Company with a detailed accounting of monthly expenses related to the Agreement. Payment for these expenses shall be made to Consultant within 15 days after submission to the Company. 6. REPRESENTATION AND INDEMNIFICATION. ---------------------------------- The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 7. MISCELLANEOUS. ------------- Termination: Subsequent to and no less than 30 days after the execution of ----------- this Agreement, this Agreement may be terminated by either Party upon written notice to the other Party for any reason and shall be effective five (5) business days from the date of such notice. Termination of this Agreement shall 10 cause Consultant to cease providing services under this Agreement; however, termination for any reason whatever, shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement. Modification: This Consulting Agreement sets forth the entire understanding ------------ of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Notices: Any notice required or permitted to be given hereunder shall be ------- in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. Waiver: Any waiver by either Party of a breach of any provision of this ------ Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. Assignment: The Options under this Agreement are assignable at the ---------- discretion of the Consultant. Severability: If any provision of this Consulting Agreement is invalid, ------------ illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Disagreements: Any dispute or other disagreement arising from or out of ------------- this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). SIGNATURE PAGE IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. Victor Industries, Inc. CONSULTANT /s/ Penny Sperry /s/ Barry Clark - ------------------------------ ---------------------------- Penny Sperry, Barry Clark CEO and Treasurer 11 4.1(b) CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as of this October 17, 2001 by and between Mark L. Baum (hereinafter referred to as "Consultant"), an individual, having his principle address at 3202 Fondren Road, Houston, Texas 77063 and Victor Industries (hereinafter referred to as the "Company") with offices at 4810 North Wornath Road, Missoula, Montana 59804. WITNESSETH WHEREAS, the Company requires and will continue to require consulting services relating to management, strategic planning, various legal matters, financing and marketing in connection with its business; and WHEREAS, Consultant can provide the Company with strategic planning, marketing and legal consulting services and is desirous of performing such services for the Company; WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate 150 days hence, unless terminated or extended in accordance with a valid provision contained herein, or unless extended by a subsequent agreement between the parties. 3. SERVICES. -------- During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, intellectual property consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, mergers and acquisitions and other business opportunities. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, mergers and acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; (d) Advice and recommendations regarding corporate financing 12 including the structure, terms and content of bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing and other preferred and common stock equity private or public financing; and (e) Completion of an S-8 Registration Statement to be filed with the Securities Exchange Commission (the "SEC") for the Company's common shares to be used as compensation for this and other advisory and consulting agreements. 4. DUTIES OF THE COMPANY. --------------------- The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. 5. COMPENSATION. ------------ Upon the execution of this Agreement, Company agrees to pay Consultant the following as consideration for the services rendered under this Agreement: (a) Option Shares. Consultant shall have the right to purchase ------------- 1,500,000 shares of Victor Industries common shares at an exercise price of USD $.04 per share. Consultant's rights regarding these shares shall vest immediately upon execution of this Agreement. (b) Non-Option Shares. Within 3 days of the effectiveness of the S-8 ----------------- Registration Statement (referenced in Section 3(e) above), the Company shall execute a written request to its transfer agent to prepare and deliver to Consultant, or it's agent, two common stock certificates: one, for 1,500,000 shares of freely tradable, non-legend, Victor Industries Incorporated equity; and the second, for 62,500 shares of freely tradable, non-legend, Victor Industries Incorporated equity. (c) The Compensation outlined in Section 5(a-b) above shall be conveyed through an effective S-8 registration of common shares (as referenced in Section 3(e) above) to be filed within 10 days of the execution of this Agreement. 5.6 COSTS AND EXPENSES ------------------ (a) Miscellaneous Costs. ------------------- Subject to the prior approval of the Company, Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges. Consultant shall provide the Company with a detailed accounting of monthly expenses related to the Agreement. Payment for these expenses shall be made to Consultant within 15 days after submission to the Company. 6. REPRESENTATION AND INDEMNIFICATION. ---------------------------------- The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 13 7. MISCELLANEOUS. ------------- Termination: Subsequent to and no less than 30 days after the execution of ----------- this Agreement, this Agreement may be terminated by either Party upon written notice to the other Party for any reason and shall be effective five (5) business days from the date of such notice. Termination of this Agreement shall cause Consultant to cease providing services under this Agreement; however, termination for any reason whatever, shall not decrease or eliminate the compensatory obligations of the Company as outlines in Section 5 of this Agreement. Modification: This Consulting Agreement sets forth the entire understanding ------------ of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Notices: Any notice required or permitted to be given hereunder shall be ------- in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. Waiver: Any waiver by either Party of a breach of any provision of this ------ Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. Assignment: The Options under this Agreement are assignable at the ---------- discretion of the Consultant. Severability: If any provision of this Consulting Agreement is invalid, ------------ illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Disagreements: Any dispute or other disagreement arising from or out of ------------- this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). SIGNATURE PAGE IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. Victor Industries, Inc. CONSULTANT /s/ Penny Sperry /s/ Mark L. Baum - ------------------------------ ------------------------------ Penny Sperry, Mark L. Baum CEO and Treasurer 14 4.1(c) CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as of this October 17, 2001 by and between Owen M. Nacarrato (hereinafter referred to as "Consultant"), an individual, having his principle address at 19600 Fairchild, Suite 260, Irvine, California 92612 and Victor Industries (hereinafter referred to as the "Company") with offices at 4810 North Wornath Road, Missoula, Montana 59804. WITNESSETH WHEREAS, the Company requires and will continue to require consulting services relating to management, strategic planning, legal, and marketing in connection with its business; and WHEREAS, Consultant can provide the Company with strategic planning, marketing and legal consulting services and is desirous of performing such services for the Company; WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate 100 days hence, unless terminated or extended in accordance with a valid provision contained herein, or unless extended by a subsequent agreement between the parties. 3. SERVICES. -------- During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, mergers and acquisitions and other business opportunities. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, mergers and acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and (d) Advice and recommendations regarding corporate financing 15 including the structure, terms and content of bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing and other preferred and common stock equity private or public financing. 4. DUTIES OF THE COMPANY. --------------------- The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. 5. COMPENSATION. ------------ Upon the execution of this Agreement, Company agrees to pay Consultant the following as consideration for the services rendered under this Agreement: (a) Stock Purchase. Consultant shall have the right to purchase -------------- 625,000 shares of the Company's common shares at an exercise price of USD $.04 per share. Consultant's rights regarding these shares shall vest immediately upon execution of this Agreement and receipt of the stock purchase amount by the Company (b) Within 3 days of the effectiveness of the S-8 Registration Statement, provided the above option has been exercised, the Company shall execute a written request to its transfer agent to prepare and deliver to Consultant, or it's agent, a common stock certificate for 625,000 freely tradable, non-legend, shares of the Company's common stock. (c) The Compensation outlined in Section 5(a-b) above shall be conveyed through an effective S-8 registration of common shares. 5.7 COSTS AND EXPENSES ------------------ (a) Miscellaneous Costs. ------------------- Subject to the prior approval of the Company, Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges. Consultant shall provide the Company with a detailed accounting of monthly expenses related to the Agreement. Payment for these expenses shall be made to Consultant within 15 days after submission to the Company. 6. REPRESENTATION AND INDEMNIFICATION. ---------------------------------- The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 7. MISCELLANEOUS. ------------- Termination: Subsequent to and no less than 30 days after the execution of ----------- this Agreement, this Agreement may be terminated by either Party upon written notice to the other Party for any reason and shall be effective five (5) 16 business days from the date of such notice. Termination of this Agreement shall cause Consultant to cease providing services under this Agreement; however, termination for any reason whatever, shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement. Modification: This Consulting Agreement sets forth the entire ------------ understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Notices: Any notice required or permitted to be given hereunder shall be ------- in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. Waiver: Any waiver by either Party of a breach of any provision of this ------ Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. Assignment: The Options under this Agreement are assignable at the ---------- discretion of the Consultant. Severability: If any provision of this Consulting Agreement is invalid, ------------ illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Disagreements: Any dispute or other disagreement arising from or out of ------------- this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). SIGNATURE PAGE IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. Victor Industries, Inc. CONSULTANT /s/ Penny Sperry /s/ Owen M. Naccarato - ---------------------------- ------------------------------ Penny Sperry, Owen M. Naccarato CEO and Treasurer 17 4.1(d) CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as of this October 17, 2001 by and between Paul Kessler (hereinafter referred to as "Consultant"), an individual, having his principle address at 6363 Sunset Boulevard Fifth Floor, Hollywood, CA 90028 and Victor Industries (hereinafter referred to as the "Company") with offices at 4810 North Wornath Road, Missoula, Montana 59804. WITNESSETH WHEREAS, the Company requires and will continue to require consulting services relating to various financial matters, management, strategic planning and marketing in connection with its business; and WHEREAS, Consultant is able and qualified to provide the Company with strategic planning, marketing and financial consulting services and is desirous of performing such services for the Company; WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate 180 days hence, unless terminated or extended in accordance with a valid provision contained herein, or unless extended by a subsequent agreement between the parties. 3. SERVICES. -------- During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, mergers and acquisitions and other business opportunities. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, mergers and acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; (d) Advice and recommendations regarding corporate financing 18 including the structure, terms and content of bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing and other preferred and common stock equity private or public financing; and 4. DUTIES OF THE COMPANY. --------------------- The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. 5. COMPENSATION. ------------ Upon the execution of this Agreement, Company agrees to pay Consultant the following as consideration for the services rendered under this Agreement: (a) Stock Purchase. Consultant shall have the right to purchase -------------- 2,250,000 shares of the Company's common shares at an exercise price of USD $.04 per share. Consultant's rights regarding these shares shall vest immediately upon execution of this Agreement and receipt of the stock purchase amount by the Company. (b) Within 3 days of the effectiveness of an S-8 Registration Statement, provided the above option has been duly exercised, the Company shall execute a written request to its transfer agent to prepare and deliver to Consultant, or it's agent, a common stock certificate for 2,250,000 freely tradable, non-legend, shares of the Company's common stock. (c) The Compensation outlined in Section 5(a-b) above shall be conveyed through an effective S-8 registration of common shares. 5.8 COSTS AND EXPENSES ------------------ (a) Miscellaneous Costs. ------------------- Subject to the prior approval of the Company, Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges. Consultant shall provide the Company with a detailed accounting of monthly expenses related to the Agreement. Payment for these expenses shall be made to Consultant within 15 days after submission to the Company. 6. REPRESENTATION AND INDEMNIFICATION. ---------------------------------- The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 7. MISCELLANEOUS. ------------- Termination: Subsequent to and no less than 30 days after the execution of ----------- this Agreement, this Agreement may be terminated by either Party upon written notice to the other Party for any reason and shall be effective five (5) 19 business days from the date of such notice. Termination of this Agreement shall cause Consultant to cease providing services under this Agreement; however, termination for any reason whatever, shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement. Modification: This Consulting Agreement sets forth the entire ------------ understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Notices: Any notice required or permitted to be given hereunder shall be ------- in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. Waiver: Any waiver by either Party of a breach of any provision of this ------ Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. Assignment: The Options under this Agreement are assignable at the ---------- discretion of the Consultant. Severability: If any provision of this Consulting Agreement is invalid, ------------ illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Disagreements: Any dispute or other disagreement arising from or out of ------------- this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). SIGNATURE PAGE IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. Victor Industries, Inc. CONSULTANT /s/ Penny Sperry /s/ Paul Kessler - ------------------------------- -------------------------------- Penny Sperry, Paul Kessler CEO and Treasurer 20 EX-5.1 4 doc3.txt Exhibit 5.1 The Baum Law Firm PC Mark L. Baum Attorney at Law City National Bank Building 4275 Executive Square Second Floor, Suite 210 La Jolla, California 92037 Office: (858) 638-7878 Fax: (858) 638-7888 November 7, 2001 Victor Industries, Inc. Re: Opinion of Counsel - Registration Statement on Form S-8 Gentleman: I have acted as counsel for International Victor Industries (the "Company"), in connection with the preparation and filing of the Company's Registration statement on Form S-8 under the Securities Act of 1933, as amended, (the "Registration Statement"), relating to 7,437,500 shares of the Company's common stock, $.05 par value, (the "common stock"), issuable pursuant to the Company's Advisory and Consultants Agreements, (the "Plan"). I have examined the Certificate of Incorporation, as amended, and the By-Laws of the company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records and meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgement are necessary or appropriate to enable me to render the opinions expressed below. Based on the foregoing examination, I am of the opinion that the shares of Common Stock issuable with the Plan are duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and nonassessable. Further, I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Mark L. Baum - ------------------------------- Mark L. Baum, Esq. 21 EX-23.1 5 doc4.txt Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors Victor Industries, Inc. As independent certified public accountants, we hereby consent to the use of our report dated May 25, 2001, with respect to the financial statements of Victor Industries, Inc. included in their annual report on Form 10-KSB filed on May 25, 2001 with the Securities Exchange Commission, and incorporated by reference into this Registrations Statement on Form S-8. /s/ David I. Tow CPA - --------------------- David I. Tow CPA November ____, 2001 22 -----END PRIVACY-ENHANCED MESSAGE-----