-----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, EK7xf/HE+6kudOQ16L57SWhPFDDdeYuJjg4EkOIGoqW2jqTZkAzChqBdQQZzc+nS 97OOeDiL7jTNDRYqcM5Xyw== /in/edgar/work/20000705/0001015402-00-001826/0001015402-00-001826.txt : 20000920 0001015402-00-001826.hdr.sgml : 20000920 ACCESSION NUMBER: 0001015402-00-001826 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000705 EFFECTIVENESS DATE: 20000705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRE CAPITAL CORP /NV/ CENTRAL INDEX KEY: 0001084873 STANDARD INDUSTRIAL CLASSIFICATION: [9995 ] IRS NUMBER: 731559541 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40802 FILM NUMBER: 667699 BUSINESS ADDRESS: STREET 1: 2511 NORTH 10TH STREET CITY: DUNCAN STATE: OK ZIP: 73533 BUSINESS PHONE: 5802553499 MAIL ADDRESS: STREET 1: 2511 NORTH 10TH STREET CITY: DUNCAN STATE: OK ZIP: 73533 S-8 1 0001.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMMISSION FILE NUMBER: 000-25845 CENTRE CAPITAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) STATE OF NEVADA 87-0385103 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2619 GRAVEL 76118 FT. WORTH, TEXAS (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) NOT APPLICABLE (FULL TITLE OF PLAN) KARL JACOBS, 2619 GRAVEL, FT. WORTH, TEXAS 76118 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (817) 595-0919 CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TO BE REGISTERED TO BE REGISTERED SHARE PRICE FEE (1) - --------------------------------- ---------------- ------------------- ------------------- -------------- Common Stock, par value $0.001 per share . . . . . . . . . . . 800,000 $ 1.625 $ 1,300,000 $ 343.20 - --------------------------------- ---------------- ------------------- ------------------- -------------- (1) The registration fee applies to all of the shares of the Common Stock to be issued as a result of this Registration Statement.
================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this Registration Statement: (a) The Registrant's latest annual report. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Registrant's latest annual report. (c) The description of the class of securities to be registered by this Registration Statement, which are registered under Section 12 of the Securities Act of 1934, and which were more fully described in the Articles of Incorporation of the Registrant is 50,000,000 shares of common stock, par value $0.001 per share. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The directors and officers of the Registrant shall be indemnified by the Registrant against all costs, losses, expenses and liabilities incurred by any such director or officer in the course of the Registrant's business according to the Registrant's Bylaws. The foregoing discussion of the Registrant's Bylaws is not intended to be exhaustive and is qualified in its entirety by such document. ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part of this Registration Statement. The exhibits indicated by an asterisk (*) are incorporated by reference. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ------------------------ 3(a)* Articles of Incorporation for Centre Capital Corporation, a Nevada corporation, dated September 2, 1988, filed as an exhibit to Form 10-SB Registration Statement filed April 22, 1999. File No. 000-25845. 3(b)* Bylaws for Centre Capital Corporation, a Nevada corporation, dated December 22, 1995, filed as an exhibit to Form 10-SB Registration Statement filed April 22, 1999. File No. 000-25845. 3(c)* Articles of Merger of Vista Internatural Products 1, Inc., a Nevada corporation, with and into Centre Capital Corporation, a Nevada corporation, dated September 13, 1999, including a Plan and Agreement of Merger of Vista Internatural Products 1, Inc. into Centre Capital Corporation, dated September 13, 1999, both of such documents filed as an exhibit to Form 8-K filed September 15, 1999. File No. 000-25845. 4* See Exhibits No. 3(a), (b), and (c). 5 Opinion of Jackson Walker L.L.P. 2 10 Centre Capital Corporation documents constituting a Section 10(a) prospectus pursuant to a Form S-8 Registration Statement. 23 SEE EXHIBIT 5. 24 POWERS OF ATTORNEY. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sales are being made, a post-effective amendment to this Registration Statement: (i) 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) To file a post-effective amendment to this Registration Statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised 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. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 3 SIGNATURES The Registrant. 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 Ft. Worth, Texas, on July 3, 2000. CENTRE CAPITAL CORPORATION By /s/ Karl Jacobs ------------------------------ Karl Jacobs, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- /s/ KARL JACOBS CHAIRMAN OF THE BOARD JULY 3, 2000 - ------------------------ KARL JACOBS /s/ MARK SPRADLING* DIRECTOR JULY 3, 2000 - ---------------------------- MARK SPRADLING /s/ STEPHEN NIBARGER* DIRECTOR JULY 3, 2000 - ------------------------------- STEPHEN NIBARGER /s/ CATHERINE JACOBS CHIEF FINANCIAL OFFICER JULY 3, 2000 - -------------------------------- AND PRESIDENT CATHERINE JACOBS *By /s/ Karl Jacobs JULY 3, 2000 ------------------- Karl Jacobs, Attorney-in-Fact 4 EX-5 2 0002.txt Exhibit 5 JACKSON WALKER L.L.P. Attorneys and Councelors 1100 Louisiana Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 752-4200 Telecopieer: (713) 752-4221 July 3, 2000 Centre Capital Corporation 2619 Gravel Drive Ft. Worth, Texas 76118 Re: Form S-8 Registration Statement; Commission File No. 000-25845 Gentlemen: We have acted as counsel for Centre Capital Corporation (the "Company") in connection with the registration by the Company of 800,000 shares of its common stock, par value $0.001 per share (the "Securities"), as contemplated by the Company's Registration Statement on Form S-8 filed on the date hereof with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended. In connection therewith, we have examined, among other things, the Articles of Incorporation of the Company, the corporate proceedings of the Company with respect to the issuance and registration of the Securities, the Registration Statement, certificates of public officials, statutes and other instruments and documents, as a basis for the opinions expressed herein. Based upon and subject to the foregoing, and upon such other matters as we have determined to be relevant, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. 2. All of the Securities, upon issuance and delivery thereof, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, JACKSON WALKER L.L.P. By /S/ Norman T. Reynolds ------------------------------- Norman T. Reynolds EX-10 3 0003.txt EXHIBIT 10 CENTRE CAPITAL CORPORATION DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS PURSUANT TO A FORM S-8 REGISTRATION STATEMENT THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 In connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Centre Capital Corporation (the "Company") with the Securities and Exchange Commission, the following shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933: 1. General Plan Information. -------------------------- (a) The following Consulting Services Agreement (the "Consulting Services Agreement") between the Company and Jeannette Jimenez (the "Participant") with respect to the payment of fees and expenses and the shares of the Company's common stock, par value $0.001 per share (the "Securities"), and the price per share at which the Securities are to be issued to the Participant in payment of her fees and expenses and expenses is more fully described in Attachment "A" attached hereto and incorporated herein by reference for all purposes: Fees and Price per Number of Name Expenses Share Shares ---- -------- ----- ------ Jeannette Jimenez $1,300,000 $1.625 800,000 (b) The Consulting Services Agreement and the minutes containing the resolutions of the Board of Directors of the Company approving the Consulting Services Agreement described herein constitute an employee benefit plan as described in Rule 405 promulgated under the Securities Act of 1933 (the "Plan"). The Securities will be offered pursuant to the Plan. (c) The general nature and purpose of the Plan is allow for the payment of fees due and owing by the Company to the Participant in the form of the Company's registered Securities. The Plan will terminate as soon after July 31, 2000 as the Securities called for in the Plan have been issued to the Participant, which date will not exceed December 31, 2000. It is not contemplated that the Plan will be subject to modification or extension. (d) The Plan does not have any administrators. However, the Participant may contact the Company at the address or telephone number described in Paragraph 11 below to obtain additional information about the Plan. (e) The Plan is not subject to the Employee Retirement Income Security Act of 1974. The Participant is a consultant who has provided provide bona fide services to the Company, none of such services being in connection with the offer or sale of Securities of the Company in a capital-raising transaction. 2. Securities to be Offered. The Securities to be offered pursuant to ------------------------- the Plan are shares of the Company's common stock, par value $0.001 per share. The common stock of the Company has been registered under Section 12 of the Securities Exchange Act of 1934. 3. Employees Who May Participate in the Plan. Only the Participant --------------------------------------------- described above may participate in the Plan. 4. Purchase of Securities Pursuant to the Plan and Payment for -------------------------------------------------------------------- Securities Offered. - -------------------- (a) The Participant may participate in the Plan only for so long as it takes to file the Registration Statement and issue the Securities to the Participant as called for herein. Thereafter, the Participant shall have no further interest in the Plan. The only Securities to be purchased by the Participant are described herein or in the Participant's Consulting Services Agreement. The purchase price per share of the Securities for the Participant is as set forth above. 1 (b) Payment for the Securities to be purchased by the Participant pursuant to the Plan will be the extinguishment of any further liability by the Company to the Participant with respect to the obligations described herein. (c) There will be no reports delivered to the Participant as to the amounts and status of her accounts. (d) The Securities will be issued to the Participant, who may sell the Securities in the open market. The Company will receive no fees or other compensation for the Securities other than the extinguishment of the debt to the Participant as described herein. 5. Resale Restrictions. There will be no restrictions on the resale of ------------------- the Securities by the Participant. 6. Tax Effects of Plan Participation. The receipt of the Securities by --------------------------------- the Participant will be the receipt of ordinary income since the Securities will have been received by the Participant in exchange for services. Consequently, the Participant will be taxed currently for the value of the Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as amended. 7. Investment of Funds. There is no provision under the Plan whereby --------------------- the Participant may direct the investment of all or any part of the assets under the Plan. 8. Withdrawal From the Plan; Assignment of Interest. The Participant -------------------------------------------------- will not be able to withdraw from, terminate, or assign her interest in the Plan. 9. Forfeitures and Penalties. There is no event which could, under the ------------------------- Plan, result in a forfeiture by, or a penalty to, the Participant. 10. Charges and Deductions, and Liens Therefor. There are no charges -------------------------------------------- and deductions that may be made against the Participant, the Securities, or assets of the Plan, or the creation of any lien on any funds, securities, or other property held under the Plan. 11. Information Contained in the Registration Statement. The Company ----------------------------------------------------- shall furnish to the Participant, without charge, upon written or oral request, the documents incorporated by reference in Item 3 of Part II of the Registration Statement, all of such documents being incorporated by reference in this Section 10(a) Prospectus. The Company shall also furnish to the Participant, without charge, upon written or oral request, any other documents required to be delivered to employees of the Company pursuant to Rule 428(b) promulgated under the Securities Act of 1933. Any such request should be directed to the Company at 2619 Gravel, Ft. Worth, Texas 76118, telephone (817) 595-0919, and telecopier (817) 595-0991. 12. Information Currently Furnished. The Participant has been --------------------------------- furnished with a copy of the Company's Form 10-KSB for the fiscal year ended September 30, 1999. 13. Information to be Furnished in the Future. The Company shall ----------------------------------------------- deliver to the Participant copies of all reports, proxy statements and other communications distributed to its security-holders generally, and such material shall be sent or delivered no later than the time that it is sent to security-holders of the Company. Attachment: - ---------- Attachment "A" - The Consulting Services Agreement 2 ATTACHMENT A CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT dated June 28, 2000 by and between CENTRE CAPITAL CORPORATION, a Nevada corporation (the "Company") and JEANNETTE JIMENEZ (the "Consultant"). WHEREAS, the Company is in the product distribution business; WHEREAS, the Consultant has provided certain consulting services to the Company; and WHEREAS, the Company and the Consultant desire to set forth in writing the terms and conditions of their agreement and understanding concerning the consulting arrangement; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Engagement. Subject to the terms and provisions of this Agreement, ---------- the Company hereby acknowledges that it has engaged the Consultant, as an independent contractor, to provide consulting services (the "Services") as set forth in Paragraph 2 below. The Consultant hereby acknowledges that she has accepted such engagement and has performed the Services as herein provided. 2. Services. Subject to the terms and conditions of this Agreement, -------- the term "Services" shall mean providing certain consulting services to the Company with respect to the distribution of the Company's products in Mexico, Central America, and the Carribean. The Consultant's address is Colonia Mangandy, El Progreso Yoro, Honduras. The Consultant agreed to provide the Services on a non-exclusive basis and as an independent contractor and not as an employee of the Company. Nothing in this Agreement shall be construed to prevent the Consultant from performing services on behalf of herself or any person or entity. 3. Compensation. For the Services performed by the Consultant for the ------------ Company, the Company will pay the Consultant in full by issuing to the Consultant 800,000 shares of the common stock of the Company, par value $0.001 per share, the issuance of which shall be registered pursuant to a Form S-8 Registration Statement. 4. Status Reports. At the Company's written request, the Consultant --------------- shall prepare and submit to the Company a written status report describing the status of any and all projects for which the Consultant has provided the Services. 5. Authority. The Consultant understands and agrees that under the --------- terms and provisions of this Agreement, the Consultant is not an employee, representative or agent of the Company or any of its affiliates and therefore has no power or authority whatsoever to act on behalf of, or bind the Company or any of its affiliates, with respect to any matter or contract. Furthermore, this Agreement does not create and shall not be construed to create any joint venture or partnership relationship between the parties. No officer, employee, agent or independent contractor of either party or their respective affiliates shall be deemed at any time to be an employee, servant, agent or contractor of the other for any purpose whatsoever. 6. Confidentiality. In the course of the performance of the --------------- Consultant's duties hereunder, the Consultant recognizes and acknowledges that the Consultant has had access to certain confidential and proprietary information of the Company or any of its affiliates. Without the prior written consent of the Company, the Consultant shall not disclose any such confidential or proprietary information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, and shall not use such information, directly or indirectly, for the Consultant's own behalf or on behalf of any other party. The Consultant agrees and affirms that all such information is the sole property of the Company and at the Company's written request, the Consultant shall promptly return to the Company any and all such information so requested by the Company. 1 The provisions of this Paragraph 6 shall not, however, prohibit the Consultant from disclosing to others or using in any manner information that: (a) Has been published or has become part of the public domain other than by acts, omissions or fault of the Consultant; (b) Has been furnished or made known to the Consultant by third parties (other than those acting directly or indirectly for or on behalf of the Consultant) as a matter of legal right without restriction on its use or disclosure; (c) Was in the possession of the Consultant prior to obtaining such information from the Company in connection with the performance of this Agreement; or (d) Is required to be disclosed by law. 7. Assignment. All of the terms, provisions and conditions of this ---------- Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. 8. Applicable Law. This Agreement shall be construed in accordance --------------- with and governed by the laws of the State of Texas. 9. Entire Agreement, Amendments and Waivers. This Agreement -------------------------------------------- constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CENTRE CAPITAL CORPORATION By /s/ Karl Jacobs -------------------------------- Karl Jacobs, Chairman /s/ Jeanette Jimenez -------------------------------- JEANETTE JIMENEZ 2 EX-24 4 0004.txt EXHIBIT 24 POWER OF ATTORNEY WHEREAS, Centre Capital Corporation, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Form S-8, a draft of which has been previously reviewed by the undersigned (the "Form S-8"), together with any and all exhibits and other documents having relation to the Form S-8; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby constitute and appoint Karl Jacobs and Catherine Jacobs, and each of them severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in his name and on his behalf in his capacity as a director or officer or both, as the case may be, of the Company, as fully and to all intents and purposes as the undersigned might or could do in person, and to execute any and all instruments for the undersigned and in his name in any and all capacities which such person may deem necessary or advisable to enable the Company to comply with the Act and any rules, regulations and requirements of the Commission, in connection with the filing of the Form S-8, including specifically, but not limited to, power and authority to sign for the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, the Form S-8 and any and all other documents (including, without limitation, any amendments to the Form S-8 or to such other documents) which such person may deem necessary or advisable in connection therewith; and the undersigned does hereby ratify and confirm all that such person shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 3rd day of July, 2000. /s/ Mark Spradling -------------------------------- MARK SPRADLING EXHIBIT 24 POWER OF ATTORNEY WHEREAS, Centre Capital Corporation, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Form S-8, a draft of which has been previously reviewed by the undersigned (the "Form S-8"), together with any and all exhibits and other documents having relation to the Form S-8; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby constitute and appoint Karl Jacobs and Catherine Jacobs, and each of them severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in his name and on his behalf in his capacity as a director or officer or both, as the case may be, of the Company, as fully and to all intents and purposes as the undersigned might or could do in person, and to execute any and all instruments for the undersigned and in his name in any and all capacities which such person may deem necessary or advisable to enable the Company to comply with the Act and any rules, regulations and requirements of the Commission, in connection with the filing of the Form S-8, including specifically, but not limited to, power and authority to sign for the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, the Form S-8 and any and all other documents (including, without limitation, any amendments to the Form S-8 or to such other documents) which such person may deem necessary or advisable in connection therewith; and the undersigned does hereby ratify and confirm all that such person shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 3rd day of July, 2000. /s/ Stephen Nibarger -------------------------------- STEPHEN NIBARGER -----END PRIVACY-ENHANCED MESSAGE-----