-----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, Sj1XudhW45KEHIKROYL7+lWQT1eTzaawcay7ZYCCpj8xQwbOJsJRMgRyix5gcaol xKiMgMJW97/yINfmGc9lig== 0001005477-01-501800.txt : 20020410 0001005477-01-501800.hdr.sgml : 20020410 ACCESSION NUMBER: 0001005477-01-501800 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 25 FILED AS OF DATE: 20011108 EFFECTIVENESS DATE: 20011108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTICAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0001099509 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 880441551 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-72996 FILM NUMBER: 1778694 BUSINESS ADDRESS: STREET 1: 6336 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 BUSINESS PHONE: 3236584211 MAIL ADDRESS: STREET 1: 6336 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC FUEL TECHNOLOGY INC DATE OF NAME CHANGE: 19991122 S-8 1 d01-35041.txt As Filed with the Securities and Exchange Commission on November 7, 2001 No. 33-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERTICAL COMPUTER SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 65-0393635 (State of Incorporation) (I.R.S. Employer Identification No.) 6336 Wilshire Boulevard Los Angeles, California 90048 (Address of Principal Executive Offices) Twenty One (21) Services Contracts (Full Title of the Plans) Copy to: Richard Wade Gary L. Blum, Esq. 6336 Wilshire Boulevard Law Offices of Gary L. Blum Los Angeles, CA 90048 3278 Wilshire Blvd., Suite 603 Telephone (323) 658-4211 Los Angeles, CA 90010 Facsimile (323) 658-4210 Telephone (213) 381-7450 (Name, Address and Telephone Facsimile (213) 384-1035 Number of Agent for Service) 1 CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Title of Offering Maximum Amount Securities to Amount to be Price Per Aggregate of Registration Title of Plan be Registered Registered Share Offering Fee ------------- ------------- ------------ --------- --------- --------------- Services Contracts Common Shares 9,290,630 [1] $0.05 $464,531.50 $116.13 Eighteen (18) Services Contracts Common Shares 88,000 [1] $0.025 $2,200.00 $ .55 One (1) Services Contracts Common Shares 10,844,828 [1] $0.0145 $157,250.00 $39.31 Two (2) TOTAL 20,223,458 $623,981.50 $155.99
- ---------- (Footnotes) [1] Calculated pursuant to Rule 457(h). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION ITEM 2. REGISTRANT INFORMATION The information required by Items 1 and 2 of Part I are not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of Vertical Computer Systems, Inc. (the "Company"), previously filed with the Securities and Exchange Commission, are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; 2. 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 above reference to the Company's Annual Report on Form 10-K. In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement, prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold, or which reregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a 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 NOT APPLICABLE. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law ("DGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and expect that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that such court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper. The Seventh Article of the Company's Certificate of Incorporation provides that a director of the corporation shall not be personally liable for monetary damages to the corporation or its stockholders for breach of any fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law and (iv) for any transaction from which the director derives and improper personal benefit. Section 145 of the Delaware General Corporation Law permits a corporation to maintain insurance to protect itself and any director, officer, employee or agent of the corporation. The Company presently maintains in effect a liability insurance policy covering officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See the Index to Exhibits at Page 8 of this Registration Statement. 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 the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and (iii) to 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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of this Securities Exchange Act of 1934 that are incorporated by reference in the 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 at the 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. B. The undersigned registrant 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 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at the 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 foregoing provisions described under Item 6 above, or otherwise, the Company 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 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 against the Company 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California on the 6th day of November, 2001 VERTICAL COMPUTER SYSTEMS, INC. BY: /s/ Richard Wade ----------------------------------- RICHARD WADE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 6th day of November 2001. SIGNATURE TITLE --------- ----- /s/ RICHARD WADE PRESIDENT AND DIRECTOR ------------------------------- RICHARD WADE /s/ WILLIAM MILLS DIRECTOR ------------------------------- WILLIAM MILLS /s/ STEVEN GUNN CHIEF FINANCIAL OFFICER ------------------------------- STEVEN GUNN INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION -------------- ----------- 5.1 Opinion of Law Offices of Gary L. Blum 10.1 Agreement between Registrant and Chuck Ashman dated October 29, 2001. 10.2 Agreement between Registrant and Michael Blum. dated October 29, 2001. 10.3 Agreement between Registrant and Gary Blum dated November 2, 2001. 10.4 Agreement between Registrant and Justin Davis dated October 29, 2001. 10.5 Agreement between Registrant and Allison Enderle dated October 29, 2001. 10.6 Agreement between Registrant and Robert Farias dated October 30, 2001. 10.7 Agreement between Registrant and Donald P. Hateley dated October 29, 2001. 10.8 Agreement between Registrant and Annette Keith dated October 29, 2001. 10.9 Agreement between Registrant and Aubrey McAuley dated October 29, 2001. 10.10 Agreement between Registrant and Tom McCloskey dated October 29, 2001. 10.11 Agreement between Registrant and William Mills dated October 29, 2001. 10.12 Agreement between Registrant and Leroy Molock dated October 29, 2001. 10.13 Agreement between Registrant and David Rezeieh dated October 29, 2001. 10.14 Agreement between Registrant and Steve Rosetti dated October 29, 2001. 10.15 Agreement between Registrant and Priyam Sharma dated November 2, 2001. 10.16 Agreement between Registrant and Jacob Stearns dated October 29, 2001. 10.17 Agreement between Registrant and Marilyn Stewart dated November 1, 2001. 10.18 Agreement between Registrant and Vasu Vijay dated October 29, 2001. 10.19 Agreement between Registrant and Vijay Armitraj dated October 29, 2001. 10.20 Agreement between Registrant and Taurus Global, LLC dated July 9, 2001.* 10.21 Agreement between Registrant and M. S. Farrell & Co., Inc. dated July 9, 2001.* 23.1 Consent of Law Offices of Gary L. Blum (Included in Exhibit 5.1) 23.2 Consent of BDO Seidman, LLP * Included in Registration statement in Form S-8 previously filed on July 13, 2001 and incorporated by reference herein. EX-5.1 3 ex5-1.txt OPINION OF LAW OFFICES OF GARY L. BLUM EXHIBIT 5.1 November 6 2001 Vertical Computer Systems, Inc. 6336 Wilshire Boulevard Los Angeles, CA 90048 RE: VERTICAL C0OMPUTER SYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-8 Gentlemen: We are acting as counsel for, Vertical Computer Systems Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 20,223,458 shares of the Company's common shares of $.00001 par value. The shares comprise the 20,223,458 shares issuable (the "Contract Shares") pursuant to twenty one (21) contracts (collectively, the "Contracts"). A Registration Statement on Form S-8 covering the shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission. In rendering the opinions expressed herein, we have reviewed such matters of law as we have deemed necessary and have examined copies of the Contracts and such agreements, instruments, documents and records as we have deemed relevant. In rendering the opinions expressed herein, we have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon; the legal capacity of all natural persons executing such documents; the conformity to original documents of all documents submitted to us as certified or conformed copies or photocopies; and the completeness and accuracy of the certificates of public officials examined by us. We have made no independent factual investigation with regard to any such matters. Based upon the foregoing, but subject to the limitations set forth below, it is our opinion that the Contract Shares will have been duly authorized and, when issued and sold in accordance with the terms of the Contracts, will have been legally issued, fully paid and non-assessable. The opinions expressed herein are limited to matters involving the federal laws of the United States. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, LAW OFFICES OF GARY L. BLUM BY: ----------------------------- GARY L. BLUM, ESQ. EX-10.1 4 ex10-1.txt AGREEMENT BTWN. REGISTRANT & CHUCK ASHMAN EXHIBIT 10.1 October 29, 2001 The undersigned vendor, Chuck Ashman ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Fifty Thousand Dollars and No Cents ($50,000.00) have been issued by Vendor. Company agrees that it shall issue One Million (1,000,000) shares of its common stock (the "Stock" herein), Chuck Ashman; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $50,000.00, Company shall pay Vendor the difference between $50,000.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $50,000.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Chuck Ashman BY: _________________ Chuck Ashman VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.2 5 ex10-2.txt AGREEMENT BTWN. REGISTRANT & MICHAEL BLUM EXHIBIT 10.2 October 29, 2001 The undersigned vendor, Michael Blum ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Eleven Thousand Ninety-Seven Dollars and Forty-One Cents ($11,097.41) have been issued by Vendor. Company agrees that it shall issue Two Hundred Twenty-Two Thousand (222,000) shares of its common stock (the "Stock" herein), Michael Blum; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $11,097.41, Company shall pay Vendor the difference between $11,097.41 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $11,097.41, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Michael Blum BY: _________________ Michael Blum VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.3 6 ex10-3.txt AGREEMENT BTWN. REGISTRANT AND GARY BLUM EXHIBIT 10.3 November 2, 2001 The undersigned vendor, Law Offices of Gary Blum ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Thirty-Eight Thousand Four Hundred Thirty-Three Dollars and Fifty Cents ($38,433.50) have been issued by Vendor. Company agrees that it shall issue Seven Hundred Sixty-Eight Thousand Six Hundred Seventy (768,670) shares of its common stock (the "Stock" herein), Gary Blum; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $38,433.50, Company shall pay Vendor the difference between $38,433.50 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $38,433.50, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Gary Blum BY: _________________ Gary Blum VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.4 7 ex10-4.txt AGREEMENT BTWN. REGISTRANT AND JUSTIN DAVIS EXHIBIT 10.4 October 29, 2001 The undersigned vendor, Justin Davis ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Nine Thousand Nine Hundred Ninety-Nine Dollars and No Cents ($9,999.00) have been issued by Vendor. Company agrees that it shall issue Two Hundred Thousand (200,000) shares of its common stock (the "Stock" herein), Justin Davis; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $9,999.00, Company shall pay Vendor the difference between $9,999.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $9,999.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Justin Davis BY: _________________ Justin Davis VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.5 8 ex10-5.txt AGREEMENT BTWN. REGISTRANT AND ALLISON ENDERLE EXHIBIT 10.5 October 29, 2001 The undersigned vendor, Allison Enderle ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Six Thousand Eight Hundred Seventy-Three Dollars and No Cents ($6,873.00) have been issued by Vendor. Company agrees that it shall issue One Hundred Thirty-Seven Thousand Four Hundred Sixty (137,460) shares of its common stock (the "Stock" herein), Allison Enderle; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $6,873.00, Company shall pay Vendor the difference between $6,873.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $6,873.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Allison Enderle BY: _________________ Allison Enderle VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.6 9 ex10-6.txt AGREEMENT BTWN. REGISTRANT AND ROBERT FARIAS EXHIBIT 10.6 October 30, 2001 The undersigned vendor, Robert Farias ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Twenty-Five Thousand Dollars and No Cents ($25,000.00) have been issued by Vendor. Company agrees that it shall issue Five Hundred Thousand (500,000) shares of its common stock (the "Stock" herein), Robert Farias; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $25,000.00, Company shall pay Vendor the difference between $25,000.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $25,000.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Robert Farias BY: _________________ Robert Farias VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.7 10 ex10-7.txt AGREEMENT BTWN. REGISTRANT AND DONALD P. HATELEY EXHIBIT 10.7 October 29, 2001 The undersigned vendor, Donald P. Hateley ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Seventy-Five Thousand Dollars and No Cents ($75,000.00) have been issued by Vendor. Company agrees that it shall issue One Million Five Hundred Thousand (1,500,000) shares of its common stock (the "Stock" herein), Donald P. Hateley; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $75,000.00, Company shall pay Vendor the difference between $75,000.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $75,000.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Donald P. Hateley BY: _________________ Donald P. Hateley VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.8 11 ex10-8.txt AGREEMENT BTWN. REGISTRANT AND ANNETTE KEITH EXHIBIT 10.8 October 29, 2001 The undersigned vendor, Annette Keith ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Five Thousand Six Hundred Twenty-Five Dollars and No Cents ($5,625.00) have been issued by Vendor. Company agrees that it shall issue One Hundred Twelve Thousand Five Hundred (112,500) shares of its common stock (the "Stock" herein), Annette Keith; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $5,625.00, Company shall pay Vendor the difference between $5,625.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $5,625.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Annette Keith BY: _________________ Annette Keith VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.9 12 ex10-9.txt AGREEMENT BTWN. REGISTRANT AND AUBREY MCAULEY EXHIBIT 10.9 October 29, 2001 The undersigned vendor, Aubrey McAuley ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Thirteen Thousand One Hundred Twenty-Five Dollars and No Cents ($13,125.00) have been issued by Vendor. Company agrees that it shall issue Two Hundred Sixty-Two Thousand Five Hundred (262,500) shares of its common stock (the "Stock" herein), Aubrey McAuley; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $13,125.00, Company shall pay Vendor the difference between $13,125.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $13,125.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Aubrey McAuley BY: _________________ Aubrey McAuley VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.10 13 ex10-10.txt AGREEMENT BTWN. REGISTRANT AND TOM MCCLOSKEY EXHIBIT 10.10 October 29, 2001 The undersigned vendor, Tom McCloskey ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Eighteen Thousand Five Hundred Dollars and No Cents ($18,500.00) have been issued by Vendor. Company agrees that it shall issue Three Hundred Seventy Thousand (370,000) shares of its common stock (the "Stock" herein), Tom McCloskey; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $18,500.00, Company shall pay Vendor the difference between $18,500.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $18,500.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Tom McCloskey BY: _________________ Tom McCloskey VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.11 14 ex10-11.txt AGREEMENT BTWN. REGISTRANT AND WILLIAM MILLS EXHIBIT 10.11 October 29, 2001 The undersigned vendor, William Mills ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Seventy-Eight Thousand Dollars and No Cents ($78,000.00) have been issued by Vendor. Company agrees that it shall issue One Million Five Hundred Sixty Thousand (1,560,000) shares of its common stock (the "Stock" herein), William Mills; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $78,000.00, Company shall pay Vendor the difference between $78,000.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $78,000.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. William Mills BY: _________________ William Mills VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.12 15 ex10-12.txt AGREEMENT BTWN. REGISTRANT AND LEROY MOLOCK EXHIBIT 10.12 October 29, 2001 The undersigned vendor, Leroy Molock ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Thirteen Thousand One Hundred Twenty-Five Dollars and No Cents ($13,125.00) have been issued by Vendor. Company agrees that it shall issue Two Hundred Sixty-Two Thousand Five Hundred (262,500) shares of its common stock (the "Stock" herein), Leroy Molock; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $13,125.00, Company shall pay Vendor the difference between $13,125.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $13,125.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Leroy Molock BY: _________________ Leroy Molock VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.13 16 ex10-13.txt AGREEMENT BTWN. REGISTRANT AND DAVID REZEIEH EXHIBIT 10.13 October 29, 2001 The undersigned vendor, David Rezaieh ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Ten Thousand Dollars and No Cents ($10,000.00) have been issued by Vendor. Company agrees that it shall issue Two Hundred Thousand (200,000) shares of its common stock (the "Stock" herein), David Rezaieh; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $10,000.00, Company shall pay Vendor the difference between $10,000.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $10,000.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. David Rezaieh BY: _________________ David Rezaieh VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.14 17 ex10-14.txt AGREEMENT BTWN. REGISTRANT AND STEVE ROSETTI EXHIBIT 10.14 October 29, 2001 The undersigned vendor, Steve Rossetti ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Thirteen Thousand Five Hundred Dollars and No Cents ($13,500.00) have been issued by Vendor. Company agrees that it shall issue Two Hundred Seventy Thousand (270,000) shares of its common stock (the "Stock" herein), Steve Rossetti; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $13,500.00, Company shall pay Vendor the difference between $13,500.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $13,500.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Steve Rossetti BY: _________________ Steve Rossetti VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.15 18 ex10-15.txt AGREEMENT BTWN. REGISTRANT AND PRIYAM SHARMA EXHIBIT 10.15 November 2, 2001 The undersigned vendor ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Thirty-Five Thousand Dollars and No Cents ($35,000.00) have been issued by Winaix Software. Company agrees that it shall issue Seven Hundred Thousand (700,000) shares of its common stock (the "Stock" herein), to Priyam Sharma; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $35,000.00, Company shall pay Vendor the difference between $35,000.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $35,000.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Priyam Sharma BY: _________________ Priyam Sharma VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.16 19 ex10-16.txt AGREEMENT BTWN. REGISTRANT AND JACOB STEARNS EXHIBIT 10.16 October 29, 2001 The undersigned vendor, Jacob Stearns ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Eight Thousand Seven Hundred Forty-Eight Dollars and No Cents ($8,748.00) have been issued by Vendor. Company agrees that it shall issue One Hundred Seventy-Five Thousand (175,000) shares of its common stock (the "Stock" herein), Jacob Stearns; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $8,748.00, Company shall pay Vendor the difference between $8,748.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $8,748.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Jacob Stearns BY: _________________ Jacob Stearns VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.17 20 ex10-17.txt AGREEMENT BTWN. REGISTRANT AND MARILYN STEWART EXHIBIT 10.17 November 1, 2001 The undersigned Vendor, Marilyn Stewart ("Vendor"), acknowledges that she has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Two Thousand Two Hundred Dollars and No Cents ($2,200.00) have been issued by Vendor. Company agrees that it shall issue Eighty-Eight Thousand (88,000) shares of its common stock (the "Stock" herein), Marilyn Stewart; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than thirty-three (33 1/3%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $2,200.00, Company shall pay Vendor the difference between $2,200.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $2,200.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Marilyn Stewart BY: _________________ Marilyn Stewart VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.18 21 ex10-18.txt AGREEMENT BTWN. REGISTRANT AND VASU VIJAY EXHIBIT 10.18 October 29, 2001 The undersigned vendor, Vasu Vijay ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Fifteen Thousand Dollars and No Cents ($15,000.00) have been issued by Vendor. Company agrees that it shall issue Three Hundred Thousand (300,000) shares of its common stock (the "Stock" herein), Vasu Vijay; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $15,000.00, Company shall pay Vendor the difference between $15,000.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $15,000.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Vasu Vijay BY: _________________ Vasu Vijay VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.19 22 ex10-19.txt AGREEMENT BTWN. REGISTRANT AND VIJAY ARMITRAJ EXHIBIT 10.19 October 29, 2001 The undersigned vendor, Vijay Amritraj ("Vendor"), acknowledges that it has performed certain services for and on behalf of Vertical Computer Systems, Inc. ("Company") for which invoices in the amount of the approximate amount of Thirty-Seven Thousand Five Hundred Dollars and No Cents ($37,500.00) have been issued by Vendor. Company agrees that it shall issue Seven Hundred Fifty Thousand (750,000) shares of its common stock (the "Stock" herein), Vijay Amritraj:; and Company shall cause to be filed immediately a Registration Statement on Form S-8 registering the Stock, to permit the sale of the Stock as a means of reducing Company's outstanding obligation to Vendor. Provided, however, the Stock shall be sold into the public in an orderly and nondisruptive manner at the rate of no more than fifteen percent (15%) of the total shares of stock issued per week. Company shall have the express right, at any time, to pay any outstanding amounts owed to Vendor and, upon such payment, Vendor shall return any remaining stock immediately to Company. In the event that the net proceeds, after deducting any commissions, from Vendor's sale of Stock are less than the amount of $37,500.00, Company shall pay Vendor the difference between $37,500.00 and the net proceeds in cash within ten (10) days of presentation by Vendor to Company of documentation of the amount of net proceeds. Further, if the Stock is sold by Vendor, after deducting any commissions, for a total of more than $37,500.00, then, any Stock remaining will either (a) be returned to the Company or (b) with the Company's written approval, sold with such additional amounts applied as a credit for the Company. Vijay Amritraj: BY: _________________ Vijay Amritraj: VERTICAL COMPUTER SYSTEMS BY: _________________ Richard Wade EX-10.20 23 ex10-20.txt AGREEMENT BTWN. REGISTRANT AND TAURUS GLOBAL, LLC EXHIBIT 10.20 CONSULTING AGREEMENT- TAURUS GLOBAL, LLC * Included in Registration statement in Form S-8 filed previously filed on July 13, 2001 and incorporated by reference herein. EX-10.21 24 ex10-21.txt AGREEMENT BTWN. REGISTRANT AND M.S. FARRELL & CO EXHIBIT 10.21 CONSULTING AGREEMENT - M. S. FARRELL & CO., INC. * Included in Registration statement in Form S-8 filed previously filed on July 13, 2001 and incorporated by reference herein. EX-23.1 25 ex23-1.txt CONSENT OF LAW OFFICES OF GARY L. BLUM EXHIBIT 23.1 Consent of Law Offices of Gary L. Blum (Included in Exhibit 5.1) EX-23.2 26 ex23-2.txt CONSENT OF BDO SEIDMAN, LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Vertical Computer Systems, Inc. Los Angeles, California We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 9, 2001, relating to the consolidated financial statements of Vertical Computer Systems, Inc., appearing in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern. /s/ BDO SEIDMAN, LLP Los Angeles, CA November 7, 2001 -----END PRIVACY-ENHANCED MESSAGE-----