-----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, FDvcCOBH4hJN9VikDTSoXsf2a2QIxVCyII81q+093J/G8P5WYhFr8HUsSaSrB3go WwNuJUnnh9gV0RrrOJ/Wcg== /in/edgar/work/20000721/0001042910-00-001379/0001042910-00-001379.txt : 20000920 0001042910-00-001379.hdr.sgml : 20000920 ACCESSION NUMBER: 0001042910-00-001379 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000721 EFFECTIVENESS DATE: 20000721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAC TECHNOLOGIES GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0001102750 STANDARD INDUSTRIAL CLASSIFICATION: [3420 ] IRS NUMBER: 650847852 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41902 FILM NUMBER: 676552 BUSINESS ADDRESS: STREET 1: 3200 NORTH OCEAN BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33308 BUSINESS PHONE: 9543750119 MAIL ADDRESS: STREET 1: 3200 NORTH OCEAN BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33308 S-8 1 0001.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2000 Commission File No. 000-29211 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------------------- DAC TECHNOLOGIES GROUP INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation or organization) 65-0847852 (IRS Employer Identification Number) 3200 N. Ocean Blvd., Suite 1006, Ft. Lauderdale, FL 33308 (Address of principal executive offices) DAVID A. COLLINS, PRESIDENT 3200 N. Ocean Blvd., Suite 1006, Ft. Lauderdale, FL 33308 (Name and address of agent for service) (954) 375-0119 (Telephone number, including area code of agent for service) CONSULTING AGREEMENT (Full title of the Plan) ------------------------------------------------------------- COPY TO: Allan M. Lerner, Esq. 2888 E. Oakland Park Blvd. Ft. Lauderdale, Fla. 33306 APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- Title of Securities Amount Proposed Proposed Amount of to be registered To be Maximum Maximum Registration Registered Offering Price Aggregate Fee Per Share Offering Price(1) - --------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 37,500 $3.38 $12,375 $3.87 - ---------------------------------------------------------------------------------------------------------------------
(1.) Estimated solely for the purpose of calculating the registration fee pursuant to Rue 457 under the Securities Act of 1933. The offering price is based upon the closing bid price as of June 21, 2000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, previously filed on behalf of DAC Technologies Group International, Inc. (the "Company"), (Commission File No.000-29211) with the Securities and Exchange Commission (the "Commission"), are hereby incorporated by reference into this Registration Statement as of their respective dates: A. The Company's Amended Annual Report on Form 10-KSB-A for the fiscal year ended December 31, 1999; B. The Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2000; C. The description of the Company's common shares, par value $0.001 per share, contained in the Company's Registration Statement on Form 10SB (Registration No.000-29211). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicate that all securities offered have been sold or which deregister all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. 2 Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6: Indemnification of Directors and Officers. Our bylaws and articles of incorporation provide that no officer or director of the Company shall be personally liable to the Company or its shareholders for damages for breach of duty owned to the Company or its shareholders to the fullest extent permitted by law. In addition, the Company shall have the power to undertake to indemnify the officers and directors of the company against any contingency or peril as may be determined to be in the best interest of the Company. Florida Business Corporation Act. Section 607.0850(1) of the Florida Business Corporation Act (the "FBCA") provides that a Florida corporation, such as the Company, shall have the power to indemnify any person who was or is a party to any proceeding (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 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 liability incurred in connection with such proceeding, including any appeal thereof, 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, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 607.0850(2) of the FBCA provides that a Florida corporation shall have the power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor 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 and amounts paid in settlement not exceeding, in the judgment of the board of directors, the 3 estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 607.850 of the FBCA further provides that: (I) to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in subsection (1) or subsection (2), or in defense of any proceeding referred to in subsection (1) or subsection (2), or in defense of any claim, issue, or matter therein, he shall be indemnified against expense actually and reasonably incurred by him in connection therewith; (ii) indemnification provided pursuant to Section 607.0850 is not exclusive; and (iii) the corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 607.0850. Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions regarding unlawful distributions are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. Section 607.0831 of the FBCA provides that a director of a Florida corporation is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, by a director, unless: (I) the director breached 4 or failed to perform his duties as a director; and (ii) the director's breach of, or failure to perform, those duties constitutes: (A) a violation of criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (B) a transaction from which the director derived an improper personal benefit, either directly or indirectly; (C) a circumstance under which the liability provisions regarding unlawful distributions are applicable; (D) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; or (E) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. Item 7: Exemption from Registration Claimed. Not applicable. Item 8: EXHIBITS The following documents are filed as Exhibits to this Registration Statement: 4 -- Consulting Agreement 5 -- Opinion of Allan M. Lerner as to the validity of the shares being registered. 23.1 Consent of Accountants 24.1 -- Consent of Allan M. Lerner (included in Exhibit 5) 25 -- Power of Attorney (following signature page of 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 of the securities registered hereby, 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 (the "Securities Act"); 5 (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, represent a fundamental change in the information set forth in the registration statement; (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; (iv) provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if 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 the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment should 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. (b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. 6 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 Ft. Lauderdale, Fla., on the __th day of ___, 2000. DAC Technologies Group International, Inc By: /s/David A. Collins, President and CEO ------------------------------------- David A. Collins
SIGNATURE TITLE DATE - --------- ----- ---- /s/ David A. Collins Chairman of the Board, President - ------------------------------ (Principal Executive Officer) June 23, 2000 David A. Collins * Power of Attorney
7 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 4 -- Consulting Agreement 5 -- Opinion of Allan M. Lerner as to the validity of the shares being registered. 23.1 -- Consent of Accountants 24.1 -- Consent of Allan M. Lerner (included in Exhibit 5) 25 -- Power of Attorney (following signature page of Registration Statement) EX-4 2 0002.txt CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made this 1st day of May 2000, by and between DAC Technologies Group International, Inc., with offices at 3200 North Ocean Boulevard, Suite 1006, Fort Lauderdale, Florida 33308 ("Client ") and James R. Pledger, having his principal residence at 1681 Tyler Green Trail, Smyrna, Georgia 30080. ("Consultant"). WHEREAS, Consultant has experience in providing sales and marketing information related to gun locks and their use in the firearms industry; and WHEREAS, Client has retained and desires to continue to retain the services of Consultant and Consultant desires to serve Client on the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Consultant and Client agree as follows: A. Engagement. Client hereby engages Consultant to provide Client with services (as defined below), effective as of May1, 2000, and continuing through the Initial Consulting Period (as defined below). B. Scope of Services to be Provided. Consultant hereby accepts the engagement on the terms and conditions set forth in the Agreement and agrees to provide the consulting services, which shall consist of but not be limited to: a. Providing sales and marketing information related to gun locks and their use in the firearms industry, and b. Provide information on the use of firearms and related devices by law enforcement, and c. Assist Client with strategic planning for DAC, and 1 d. Assist the President/CEO in the execution of DAC'S business plan and other duties as requested consistent with Consultant's other business relationships. C. Term. This Agreement shall have an initial term of one (1) year commencing May 1, 2000, and ending May 1, 2001 (the "Initial Consulting Period"); thereafter, this Agreement may be extended on a year to year basis (the "Extension Period"), subject to mutually agreed upon compensation. Notice to terminate shall be in writing and shall be delivered at least thirty (30) days prior to the end of the Initial Consulting Period or any subsequent Extension Period as provided herein. In the event of termination pursuant to this Paragraph 3, neither party shall have any further rights nor obligation hereunder after the effective date of termination, except that the obligation of Client to pay fees earned and to reimburse costs and expenses of Consultant incurred prior to the effective date of termination in performance of the services shall continue until such fees, costs and expenses are paid in full by Client. D. Time and Effort of Consultant. Consultant shall devote that amount of working time, as necessary, on a regular basis, either daily, weekly or otherwise, as needed, to fulfill its obligations under this Agreement. The particular amount of time may vary from day to day or week to week. Consultant agrees that it will at all times, faithfully and to the best of its experience, ability and talents, perform all the duties required of it under this Agreement. E. Compensation. Compensation to be paid to Consultant for the services provided under this Agreement shall be in the form of a grant of thirty-seven thousand five hundred "free trading" shares of the Client's common stock ("Shares"), in lieu of cash, valued at this time at approximately 33 cents ($0.33). On November 1, 2000, based upon continued performance and services to Client pursuant to the terms of this agreement, Client will grant Consultant a non-qualified stock option to purchase eighteen thousand seven hundred and fifty shares of common stock at market price on that date. Said options will be exercisable within five (5) years. Further, Client will grant Consultant, a non-qualified stock option to purchase eighteen thousand seven hundred and fifty shares of common stock at the market price on May 1, 2001, assuming renewal of this contract. Said options are to be exercisable within five (5) years of the grant date. 2 F. Registration of Client's Shares. Immediately following the execution date hereof, Client will register the Shares with the SEC under an S-8 registration statement. At Client's sole discretion, the Shares may be issued or reserved for issuance prior to registration in reliance on exemptions from registration provided by Section 4(2) of the Securities Act of 1933 (the "Act"), Regulation D of the Act, and applicable state securities laws. Such issuance on reservation shall be in reliance on representations and warranties of Consultant set forth in Paragraph 14(C) below. G. Costs and Expenses. Any necessary and reasonable business expenses incurred by Consultant in carrying out the services set forth under this Agreement with the prior written approval of Client shall be reimbursed by Client within thirty (30) days written notice by Consultant. Unless otherwise agreed and approved in writing in advance, all expenses, filing fees, copies and mailing expenses incurred by Consultant performing the services under this Agreement are the responsibility of Consultant. H. Place of Services. The services provided by Consultant hereunder will be performed primarily through Consultant's office, except as otherwise mutually agreed by Consultant and Client. It is understood and expected that Consultant may make contacts with persons and entities and perform services in other locations as deemed appropriate and directed by Client. I. Independent Contractor. Consultant will act as an independent contractor in the performance of duties under this Agreement. Accordingly, Consultant will be responsible for payment of all federal, state and local taxes on compensation paid under this Agreement, including income and social security taxes, unemployment insurance, and any other taxes or business license fees as may be required. J. No Agency Expressed or Implied. This Agreement neither expressly nor impliedly creates a relationship or principal agent between Consultant and Client. Consultant is not authorized to enter into any agreements on behalf of Client. Client expressly retains the right to approve, in its sole discretion, any and all transactions introduced by Consultant (if any), and to make all final decisions with respect to activities undertaken by Consultant related to this Agreement. K. Non Disclosure and Non-use of Confidential Information. Consultant agrees that non-public information concerning the finances, plans, strategies and overall business operations of Client may be highly confidential and proprietary to Client ("Confidential Information"). This Confidential Information includes, but is not limited to, the following: 3 a. Non-public information related to the business operations, including financial and accounting information, plans of operations, and potential mergers or acquisitions prior to the public announcement of Client; b. Customer lists, call lists and other non-public customer data of Client; c. Memoranda, notes, records, sketches, plans, drawings and any media used to store, communicate, transmit, record or embody such Confidential Information of Client; d. Information treated, marked or otherwise identified by Client as confidential or as trade secrets. Consultant acknowledges that such Confidential Information represents legitimate, valuable and protected interest of Client and gives Client a competitive advantage, which would otherwise be lost if the Confidential Information was improperly disclosed. Consultant further acknowledges that unauthorized or improper disclosure or use of Confidential Information would cause Client irreparable harm and injury. Consultant therefore agrees that, in perpetuity or for as long as the Confidential Information remains confidential, it will not disclose or threaten to disclose the Confidential Information to any person, partnership, company, corporation, or to any other business or governmental organization or agency without the express written consent of Client, as the case may be. Consultant further agrees not to use or threaten to use the Confidential Information in any way that is not specifically authorized by, or otherwise contrary to the interest of Client, as the case may be. Consultant agrees that unauthorized disclosure or use of Confidential Information constitutes misappropriation of trade secrets and Confidential Information. Consultant further agrees that all ownership rights to the Confidential Information are held or retained by Client as the case may be, and that no right of ownership shall pass to Consultant by virtue of this Agreement or the services provided hereunder. 4 L. Termination. a. Termination for Cause. The Client, may at its option, terminate this Agreement by giving written notice of termination to Consultant without prejudice to any other remedy to which the Client may be entitled either at law, in equity, or under this Agreement, if Consultant: i. Neglects or willfully breaches the duties that Consultant is required to perform under the terms of this Agreement; ii. Fails to promptly comply with and carry out reasonable and appropriate directives of Client's Board of Directors; iii. Commits any dishonest or unlawful act, in the judgment of Client's Board of Directors, which judgment is based on reasonable legal standards; iv. Engages in any conduct which disrupts the business of Client or any entity affiliated with Client; v. If found to have engaged in such conduct, prior to or subsequent to the date hereof, that may preclude client from obtaining any local, state or federal regulatory approval of Client's licenses or application of any required in Client's business. b. Termination Other Than For Cause. This Agreement shall terminate immediately on the occurrence of any the following events: i. The occurrence of circumstances, in the judgment of Client's Board of Directors, that makes it impracticable for Client to continue in its present line(s) of business; ii. The decision of and upon notice by Consultant to voluntarily terminate this Agreement; 5 iii. If either party files a petition in a court of bankruptcy or is adjudicated as bankrupt; iv. If either party institutes or has instituted against it any bankruptcy proceeding for reorganization for rearrangement of the party's financial affairs; v. If either party has a receiver of the party's assets or property appointed because of insolvency; vi. If either party makes a general assignment for the benefits of creditors; or vii If either party otherwise becomes insolvent or unable to timely satisfy all obligations in the ordinary course of business. c. Effect of Termination on Compensation. In the event of the termination of this Agreement for other than cause prior to the completion of the Initial Consulting Period, Consultant shall be entitled to the compensation earned and to the rights under the option vesting prior to the date of termination as provided for in this Agreement, computed pro rata up to and including that date. Consultant shall be entitled to no further compensation after the date of termination. M. Representations and Warranties of Client. Client represents and warrants to Consultant that: a. Corporate Existence. Client is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida with corporate power to own property and carry on its business as it is now being conducted. 6 b. Financial Information. Client has or will cause to be delivered concurrently with the execution of this Agreement, copies of the Disclosure Documents which accurately sets forth the financial condition of Client as of the respective dates of such documents. c. No Conflict. This Agreement has been duly executed by Client and the execution and performance of this Agreement will not violate or result in a breach of, or constitute a default in any agreement, instrument, judgment, decree or order to which Client is a party or to which Client is subject, nor will such execution and performance constitute a violation or conflict of any fiduciary duty to which Client is subject. d. Full Disclosure. The information concerning Client provided to Consultant pursuant to this Agreement is, to the best of Client's knowledge and belief, complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. e. Date of Representations and Warranties. Each of the representations and warranties of Client set forth in this Agreement is true and correct at and as of the date of execution of this Agreement. N. Representations and Warranties of Consultant. Consultant represents and warrants to Client that: 7 a. Prior Experience. Consultant has experience in the area of sales and marketing of gun locks and firearms, and the use of firearms and related devices used by law enforcement. b. No Conflict. This Agreement has been duly executed by Consultant and the execution and performance of this Agreement will not violate, or result in a breach of, or constitute a default in any agreement, instrument, judgment, decree or order to which Consultant is a party or to which Consultant is subject, nor will such execution and performance constitute a violation or conflict of any fiduciary duty to which Consultant is subject. c. Registration and/or Exemption of the Shares. Consultant understands and acknowledges that any shares issued or reserved for issuance prior to registration will be so issued or reserved in reliance on the exemptions from registration provided by Section 4(2) of The Act, Regulation D and applicable state securities laws. Representation and warranties by Consultant in this Paragraph 14(c) will be used and relied upon by Client to determine whether any issuance of the Shares may be made to Consultant pursuant to Section 4(2) of The Act and Regulation D and applicable state securities laws, and Consultant will notify Client immediately of any material changes to the representations made herein. In this regard, Consultant represents and warrants that: i. Consultant has been furnished with a copy of Client's most recent Annual Report on Form 10-KSB-A and all reports or documents required to be filed under Sections 13(a), 14(a) and 15(d) of the Securities and Exchange Act of 1934, as amended, including, but not limited to quarterly reports on Form 10-QSB, current reports on Form 8-K and proxy statements (the "Disclosure Documents"), if any. 8 ii Consultant has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Shares to be issued and/or reserved for issuance, and to obtain any additional information which Client possesses or can acquire with out unreasonable effort or expense necessary to verify the accuracy of information furnished under Paragraph 14(c)(i) of this Agreement. iii By reason of Consultant's knowledge and experience, Consultant is capable of evaluating the merits and risks of this transaction and in bearing the economic risks of an investment in the Shares and Client in general, and fully understands the speculative nature of such securities and the possibility of such loss. iv The present financial condition of Consultant is such that Consultant is not under any present or contemplated future need to dispose of any portion of the Shares, if any, to satisfy an existing or contemplated undertaking, need or indebtedness. v Consultant is fully aware that any Shares issued to Consultant prior to registration will be Restricted Securities as defined by Rule 144 of the Act and that any resale of such securities by Consultant may be governed by Rule 144. Consultant is further aware of the specific restrictions on resale of such securities contained in Rule 144. vi Consultant will not sell, transfer or otherwise dispose of any Shares issued or reserved for issuance hereunder prior to registration except in compliance with the Act. 9 vii Any and all certificates representing the Shares issued prior to registration of such Shares and any and all securities issued in replacement hereof or in exchange, therefore, shall bear the following or comparable legend: The Shares represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted Securities" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. d. Date of Representations and Warranties. Each of the representations and warranties of Consultant set forth in this Agreement is true and correct at and as of the date of execution of this Agreement. O. Indemnification. Client and Consultant agree to indemnify, defend and hold each other harmless from and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and attorney's fees and expenses asserted against or imposed or incurred by either party of or resulting from a breach of any representation, warranty, covenant, condition or agreement of the other party to this Agreement. P. Agreement Does Not Constitute Corrupt Practice - Domestic or Foreign. Any and all payments under this Agreement constitute compensation for services performed and this Agreement and all payments and the use of payments by Consultant do not and shall not constitute an offer, payment or promise or authorization of payment of any money or gift to an official or political party of, or candidate for political office within or outside the United States. These payments may not be used to influence any act or decision of any official, party or candidate to use his/her/its influence with a government to assist Client in obtaining, retaining or directing business to Client, or any office or employee of a government or any person acting in an official capacity for or on behalf of any government; the term "government' includes any department, agency or instrumentality of a government. 10 Q. Inside Information - Securities Laws Violations. In the course of the performance of his duties, Consultant may become aware of information which may be considered "Inside Information" within the meaning of the Federal Securities Laws, Rules and Regulations. Consultant acknowledges that its use of such information to purchase or sell securities of Client, or its affiliates, or to transmit such information to any other party with a view to buy, sell or otherwise deal in the securities of Client or its affiliates, is prohibited by law and would constitute a breach of this Agreement and notwithstanding the provision of this Agreement, will result in the immediate termination of the Agreement. Consultant agrees to abide by standards of the corporation pertaining to Inside Information as provided by Client and stated above. R. Non-Exclusive Services. Client agrees that the services to be provided herein are not exclusive. Consultant shall be free to render services of the same nature or of a similar nature to any other individual or entity during the term hereof, without the written consent of Client. Consultant understands and agrees that Client shall not be prevented or barred from retaining other persons or entities to provide services of the same nature or similar nature as those provided by Consultant. S. Specific Performance. Consultant and Client acknowledge that in the event of a breach of this Agreement by either party, money damages would be inadequate and the non-breaching party would have no adequate remedy at law. Accordingly, in the event of any controversy concerning the rights or obligations under this Agreement, such rights or obligations shall be enforceable in a court of equity by a decree of specific performance. Such remedy, however, shall be cumulative as non-exclusive and shall be in addition to any other remedy to which the parties may be entitled. 11 T. Miscellaneous. a. Subsequent Events. Consultant and Client each agree to notify the other party if, subsequent to the date of this Agreement, either party incurs obligations which could compromise their efforts and obligations under this Agreement. b. Amendment. This Agreement may be amended or modified at any time and in any manner only by an instrument, in writing, executed by the parties hereto. c. Further Actions and Assurances. At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purpose of this Agreement. d. Waiver. Any failure of any party to this Agreement to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed. The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision or a waiver of the right of such party thereafter to enforce any such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. e. Assignment. Subject to Paragraph 20(o) below, neither this Agreement nor any right created by it shall be assignable by either party without the prior written consent of the other. 12 f. Notices. Any notice or other communication required or permitted by this Agreement must be in writing and shall be deemed to be properly given when delivered in person to an officer of the other party, when deposited in the United States mail for transmittal by certified or registered mail, postage prepaid, or when deposited with a public telegraph company for transmittal, or when sent by facsimile transmission charges prepaid, provided that the communication is addressed: i. In the case of Consultant: James R. Pledger 1681 Tyler Green Trail Smyrna, Georgia 30080 ii In the case of Client: DAC Technologies Group International, Inc. 3200 North Ocean Boulevard Suite 1006 Fort Lauderdale, Florida 33308 or to such other person or address designated by Client or Consultant to receive notice. g. Headings. The paragraph and subparagraph heading in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. h. Governing Law. This Agreement was negotiated and is being contracted for in the State of Florida and shall be governed by the laws of the State of Florida, notwithstanding any conflict of law provision to the contrary. 13 i. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. j. Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns. k. Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter of this Agreement. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. No representations, warranties, covenants or conditions, express or implied, other than as set forth herein, have been made by any party. l. Severability. If any part of this Agreement is deemed to be unenforceable, the balance of the Agreement shall remain in full force and effect. m. Facsimile Counterparts. A facsimile, telecopy, or other reproduction of this Agreement may be executed by one or more parties hereto and such executed copy may be delivered by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. n. Termination of Any Prior Agreements. Effective the date hereof, all prior rights of Consultant relating to the accrual or payment of any form of compensation or other benefits from Client based upon any agreements other than this Agreement, whether written or oral, entered into prior to the date hereof, are hereby terminated. 14 o. Consolidation or Merger. Subject to the provisions of Paragraph 12 hereof, in the event of a sale of the stock, or substantially all of the stock of Client, or consolidation or merger of Client with or into another corporation or entity, or the sale of substantially all of the operating assets of the Client to another corporation, entity or individual, Client may assign its rights and obligations under this Agreement to its successor-in-interest and such successor-in-interest shall be deemed to have acquired all rights and assumed all obligations of Client hereunder; provided, however, that in no event shall the duties and services of Consultant provided for in Paragraph 2, hereof, or the responsibilities, authority or powers commensurate therewith, change in any material respect as a result of such sale of stock, consolidation, merger or sale of assets. p. Time is of the Essence. Time is of the essence of this Agreement and of each and every provision hereof. q. Arbitration. Except for injunctive relief or specific performance contemplated by Paragraph 19, any dispute, claim or controversy arising from this Agreement shall be settled in binding arbitration before the Commercial Rules of the American Arbitration Association. Venue for such proceeding shall be in Fort Lauderdale, Florida. 15 IN WITNESS WHEREOF, the parties have executed this Agreement on the date above written. CONSULTANT: James R. Pledger By:/s/ James R. Pledger -------------------- James R. Pledger CLIENT: DAC Technologies Group International, Inc. By: /s/ David A. Collins -------------------- David A. Collins, President 16 EX-5 3 0003.txt OPINION OF ALLAN M. LERNER ALLAN M. LERNER A Professional Association Telephone: (954)563-8111 2888 East Oakland Park Boulevard Facsimile: (954)563-8522 Fort Lauderdale, Florida 33306 E.Mail : AMLRWP@AOL.COM June 23, 2000 Board of Directors DAC Technologies Group International, Inc. 3200 North Ocean Boulevard, Suite 1006, Fort Lauderdale, Florida 33308 Dear Gentlemen: In my capacity as counsel for DAC Technologies Group International, Inc. (the "Company"), I have participated in the corporate proceedings relative to the authorization and issuance by the Company of a maximum of 37,500 shares of common stock pursuant to the Consulting Agreement as set out and described in the Company's Registration Statement on Form S-8 (File No. 000-29211) under the Securities Act of 1933 (the "Registration Statement"). I have also participated in the preparation and filing of the Registration Statement. Based upon the foregoing and upon my examination of originals (or copies certified to our satisfaction) of such corporate records of the Company and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed, and assuming the accuracy and completeness of all information supplied me by the Company, having regard for the legal considerations which I deem relevant, I am of the opinion that: (1) The Company is a corporation duly organized and validly existing under the laws of the State of Florida; (2) The Company has taken all requisite corporate action and all action required by the laws of the State of Florida with respect to the authorization, issuance and sale of common stock to be issued pursuant to the Registration Statement; (3) The maximum of 37,500shares of common stock, when issued and distributed pursuant to the Registration Statement, will be validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to my firm in the Registration Statement. Yours very truly, Allan M. Lerner, P.A. /s/ Allan M. Lerner - --------------------------- EX-23.1 4 0004.txt CONSENT OF ACCOUNTANTS CONSENT OF MOORE STEPHENS FROST, INDEPENDENT ACCOUNTANTS We consent to the incorporation of our report dated February 4, 2000 in DAC Technologies Group International, Inc.'s Form 10-KSB for the year ended December 31, 1999. /s/ MOORE STEPHENS FROST ------------------------ MOORE STEPHENS FROST Little Rock, Arkansas June 21, 2000 EX-25 5 0005.txt POWER OF ATTORNEY POWER OF ATTORNEY Each of the undersigned hereby authorizes David A. Collins as it attorney-in-fact to execute in the name of such person and to file such amendments (including post-effective amendments) to this Registration Statement as the Registrant deems appropriate and appoints such person as attorney-in-fact to sign on his behalf individually and in each capacity stated below and to file all amendments, exhibits, supplements, post-effective amendments and acceleration requests to this Registration Statement. Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the dates indicated: SIGNATURE CAPACITY DATE /s/ Robert Goodwin CFO, Director 6/23/00 - ------------------- Robert Goodwin /s/ Larry Lagel Secretary, Director 6/23/00 - ------------------- Larry Lagel -----END PRIVACY-ENHANCED MESSAGE-----