-----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, FxxqPCnTBC8xUdbCrgLwgxJNI9ritDbiLis1vxD7DX3vV1HE7OugMswVMfn0Rgg6 u4/zCNFxRnEh4Y9Cp7nEbA== 0001050502-99-000987.txt : 19991209 0001050502-99-000987.hdr.sgml : 19991209 ACCESSION NUMBER: 0001050502-99-000987 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19991208 EFFECTIVENESS DATE: 19991208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASSCO CAPITAL CORP CENTRAL INDEX KEY: 0000054424 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 510356301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-92317 FILM NUMBER: 99770540 BUSINESS ADDRESS: STREET 1: 18880 MARSH LANE STREET 2: NO 2004 CITY: DALLAS STATE: TX ZIP: 75287 BUSINESS PHONE: 9723064604 MAIL ADDRESS: STREET 1: 4221 E PONTATOC CANYON DRIVE CITY: TUCSON STATE: AZ ZIP: 85718 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL K C JAKES BBQ & GRILL INC DATE OF NAME CHANGE: 19940627 S-8 1 FORM S-8 As filed with the U.S. Securities and Exchange Commission on December 3, 1999. FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cassco Capital Corporation Exact name of registrant as specified in its charter) Delaware 54-0356301 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) Number One, Fenton Way Business Park, Fenton Way, Chatteris, Cambridgshire, United Kingdom PE16 6US (Address of Principal Executive Offices, including ZIP Code) 1999 Stock Option Plan (Full title of the plan) Mark S. Pierce, 1999 Broadway, Ste. 3235, Denver, Colorado 80202 (Name and address of agent for service) (303) 292-2992 (Telephone number, including area code, of agent for service)
=============================================================================================== CALCULATION OF REGISTRATION FEE =============================================================================================== Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be Registered to be Registered Offering Price per Aggregate Offering Registration Fee Share Price =============================================================================================== $.001 par Value Common Stock 3,000,000 shares $.03 per share $90,000 $278 - ----------------------------------------------------------------------------------------------- TOTALS 3,000,000 shares $90,000 $278 =============================================================================================== Total No. of Pages: 34; Exhibit Index on Page No.: 8
PROSPECTUS - CASSCO CAPITAL CORPORATION --------------------------------------- Number One, Fenton Way Business Park, Fenton Way, Chatteris, Cambridgeshire, United Kingdom (3,000,000 SHARES of Common Stock) This Prospectus relates to the Cassco Capital Corporation 1999 Stock Option Plan dated December 1, 1999 ("Plan"). Under the Plan, officers, directors, agents, consultants, advisors and employees of and to Cassco Capital Corporation, a Delaware corporation ("Company"), and its subsidiaries, if any, are eligible to receive options to acquire shares of the $.001 par value per share common stock of the Company ("Options" and "Common Stock," respectively). The Company is registering hereunder and then subsequently issuing up to 3,000,000 post-split shares of Common Stock to cover the Options granted over the term of the Plan. Options issued under the Plan and/or the underlying Common Stock may be or become subject to restrictions on transfer, and until any imposed restrictions lapse, are subject to forfeiture by the holder upon the occurrence of certain events. Options and Common Stock which are subject to forfeiture will be held in escrow by the Company until such time as the imposed restrictions lapse. (See "General Information Regarding the Plan - Restrictions on Transfer; Voting and Dividend Rights" and "General Information Regarding the Plan - Forfeiture.") Sales of Options and the underlying Common Stock by "affiliates," as defined in "Rules 405 and 144" under the Securities Act of 1933, as amended ("Securities Act"), may not be made without compliance with the registration and prospectus delivery requirements of the Securities Act, or an exemption therefrom, such as that provided by Rule 144. The sale of shares by participants who are not affiliates may be effected without complying with these requirements. Affiliates may also be subject to Section 16(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). If so, such participants must comply with the provisions of that section of the Exchange Act as well. (See "General Information Regarding the Plan - Restrictions on Resales by Affiliates.") This Prospectus is part of a Registration Statement which was filed and became effective under the Securities Act, and does not contain all of the information set forth in the Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act. The statements in this Prospectus as to the contents of any contracts or other documents filed as an exhibit to either the Registration Statement or any other filings by the Company with the Commission which are incorporated herein are qualified in their entirety by reference thereto. A copy of any document or part thereof incorporated by reference in this Prospectus but not delivered herewith will be furnished without charge upon written or oral request. Requests should be addressed to: Management Compensation Committee, c/o Cassco Capital Corporation, Number One, Fenton Way Business Park, Fenton Way, Chatteris, Cambridgeshire, United Kingdom PE16 6US; +44 (0) 1354.695.000. The Company is subject to the reporting requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. These reports, as well as the proxy statements, information statements and other information filed by the Company under the Exchange Act, if any, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained at the prescribed rates. In addition, copies of these reports, proxy statements, information statements and other information may also be examined at the offices of the National Association of Securities Dealers, Inc. ("NASD"), at 1735 K St., N.W., Washington, D.C. 20549. No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and, if given or made, such other information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer or a solicitation by anyone in any state in which such is not authorized or in which the person making such is not qualified or to any person to whom it is unlawful to make an offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstance, create an implication that there has not been a change in the affairs of the Company since the date hereof. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is December 3, 1999 TABLE OF CONTENTS GENERAL INFORMATION REGARDING THE PLAN 1 Issuer 1 Purposes 1 Term; Shares of Common Stock Subject to Plan 1 Administration 1 Eligible Participants; Non-Qualified Options; Exercise Price; Term of Options; Tax Effects 1 Consideration for Options 1 Restrictions on Transfer; Voting and Dividend Rights 1 Forfeiture 2 Recapitalizations; Reorganizations and the Like 2 Exercise of Stock Options 2 Restrictions on Resales by Affiliates 2 DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION 3 Indemnification 3 INFORMATION NOT REQUIRED IN PROSPECTUS 4 Item 3. Incorporation of Documents by Reference. 4 Item 4. Description of Securities. 4 Item 5. Interests of Named Experts and Counsel. 4 Item 6. Indemnification of Directors and Officers. 4 Item 7. Exemption from Registration Claimed. 5 Item 8. Exhibits. 5 Item 9. Undertakings. 6 GENERAL INFORMATION REGARDING THE PLAN Issuer. The Company will be the issuer of the Options and the underlying Common Stock on exercise. The Company maintains its principal executive offices at Number One, Fenton Way Business Park, Fenton Way, Chatteris, Cambridgeshire, United Kingdom PE16 6US; +44 (0) 1354.695.000. Purposes. The Plan was adopted on December 1, 1999, by the"Board of Directors," and is intended to provide a method whereby persons who are interested in the well being of the Company may be stimulated by personal involvement in the future prosperity of the Company, thereby advancing the interests of the Company and its shareholders. Term; Shares of Common Stock Subject to Plan. The Plan has a ten year term which began on December 1, 1999. The Plan authorizes the issuance and delivery of up to 3,000,000 post-split shares of Common Stock. No shares had been issued under the Plan as of the date of this Prospectus. Administration. The Plan is initially being administered by the Board of Directors, which may subsequently appoint a committee for this purpose. (For purposes of this paragraph only, any reference to the Board of Directors also includes such committee.) The Board of Directors has full authority to determine the recipients and the Options awarded under the Plan, and may impose restrictions on the transfer of Options and/or the underlying Common Stock. The Board of Directors interprets and constructs the provisions of the Plan, is authorized to adopt rules and regulations for administering the Plan and may amend the Plan in any respect at any time. The date upon which Options become exercisable, their exercise price, the basis for determining the price, whether and under what circumstances the price may be modified, the maximum amount which may be exercised in any year, whether such amount is cumulative and the period during which all Options must be exercised will be determined in the sole discretion of the Board of Directors in accordance with the terms and conditions of the Plan. The Board of Directors may also amend the Plan from time to time in their sole discretion, but such amendments will only apply prospectively. Eligible Participants; Non-Qualified Options; Exercise Price; Term of Options; Tax Effects. All full-time employees of the Company and/or of its subsidiaries are eligible as participants in the Plan. Also eligible under the Plan are any other persons specified under the General Instructions to Form S-8 under the Securities Act. Awards under the Plan will be based upon the contributions made by each eligible person to the Company and/or its subsidiaries. Options granted under this Plan will not be qualified under the Employee Retirement Income Security Act of 1974, as set forth in the Internal Revenue Code. There is no limitation to the aggregate fair market value of the Common Stock underlying Options granted to any individual in a single calendar year under the Plan. Options will have no more than a ten-year term. A recipient of Options and the underlying Common Stock on exercise may incur income tax on the difference between the fair market value of the security received on the date of receipt and the cost to the recipient of the security; provided, however, that no tax will be incurred until any and all provisions on forfeiture, if significant, have lapsed. Each recipient of Options should consult his or her tax advisor as to the consequences of grant and exercise, as such consequences depend entirely upon the terms and conditions of the grant and the circumstances of the recipient at the date of grant and exercise. Consideration for Options. Options awarded under the Plan will be issued in consideration of cash, securities, instruments and/or services rendered by the participant for and on behalf of the Company and/or its subsidiaries. Restrictions on Transfer; Voting and Dividend Rights. Each participant immediately becomes the record and beneficial owner of the Options awarded to him or her under the Plan on the date of award, although the Board of Directors may impose forfeiture provisions to take effect after the date of grant. Options are not transferable, other than by will or the laws of descent and distribution. The Board of Directors will maintain possession of the certificate representing the Option until exercised. On exercise of an Option, the holder of the Common Stock received immediately becomes the record owner of the shares and acquires all beneficial rights of ownership, although the Board of Directors may 1 impose forfeiture provisions to take effect after the date of exercise. If forfeiture provisions are imposed, the Board of Directors will maintain possession of the certificate representing the shares until the provisions on forfeiture lapse. After exercise, the holder is entitled to all of the rights of ownership, including the right to vote any shares of Common Stock awarded and to receive ordinary cash dividends, subject to any restrictions on forfeiture imposed. The Board of Directors may impose a vesting schedule as to any Option upon award and as to any shares of underlying Common Stock upon exercise, and may at any time modify the schedule as to which restrictions upon transfer have not yet lapsed. Any restriction or forfeiture provisions which may be imposed may lapse earlier under certain circumstances. (See "Recapitalizations, Reorganizations and the Like.") Forfeiture. In the event that an employee ceases to be employed by the Company or any of its subsidiaries for any reason whatsoever, except termination for death or permanent or total disability, while holding one or more Options or non-vested shares of Common Stock, the employee will have the right to exercise the Option on the termination date only to the extent then exercisable and only with respect to the unexercised portion thereof and all rights to non-vested shares of Common Stock on the termination date will lapse. If the employee dies or becomes permanently or totally disabled while employed by the Company or any of its subsidiaries, the guardian, legal administrator, personal representative or administrator of the estate for the person will have the right to exercise any outstanding Option in full regardless of any other terms or conditions and any non-vested shares of Common Stock will vest in full. No transfer of an Option or non-vested Common Stock by will or by the laws of descent and distribution will be effective to bind the Company unless the Company has been furnished with written notice and an authenticated copy of the will and/or such other evidence as the Board of Directors may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Option and/or non-vested Common Stock. Recapitalizations; Reorganizations and the Like. In the event the outstanding Common Stock is subsequently changed into or exchanged for a different number or kind of shares or other securities, a prompt and equitable adjustment will be made in the aggregate number and kind of shares of non-vested Common Stock and shares subject to unexercised Options. Further, upon dissolution or liquidation of the Company, each outstanding and unexercised Option and non-vested share of Common Stock will immediately become exercisable or vest, as the case may be. The foregoing adjustments will be determined solely by the Board of Directors, whose determination will be final, binding and conclusive. Exercise of Stock Options. Exercise of an Option may be had, either in whole or in part, through the payment of the exercise price applicable to the number of shares of Common Stock to be acquired, either in cash or by cashier's check, certified check, bank draft or money order made payable to the order of the Company or by the delivery of instruments or securities. Restrictions on Resales by Affiliates. In the event that an affiliate of the Company acquires Common Stock, whether by direct grant or the exercise of an Option, the affiliate will be subject to Section 16(b) of the Exchange Act. This means that the affiliate could not sell any shares acquired under the Option for a period of six months thereafter. Further, in the event that the optionee had sold any shares of Common Stock in the previous six months preceding the receipt or exercise of the Option, any so called "profit," as computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the optionee by the Company or the Commission. Common Stock acquired on exercise of an Option by other than affiliates are not subject to Section 16(b) of the Exchange Act. Participants should consult their counsel as to the effects and application of Section 16(b) of the Exchange Act on them. 2 DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION The Company incorporates by reference (i) its annual report on Form 10-KSB for the year ended December 31, 1998, filed pursuant to Section 13 of the Exchange Act, (ii) any and all Forms 10-QSB under the Exchange Act subsequent to any filed Form 10-KSB, as well as all other reports filed under Section 13 of the Exchange Act, and (iii) its annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further documents filed by the Company pursuant to Sections 13, 14, or 15(d) of the Exchange Act prior to the termination of this offering are deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing. A copy of any document or part thereof incorporated by reference in the Registration Statement but not delivered with this Prospectus will be furnished without charge upon written or oral request. Requests should be addressed to: Management Compensation Committee, Cassco Capital Corporation Number One, Fenton Way Business Park, Fenton Way, Chatteris, Cambridgeshire, United Kingdom PE16 6US; +44 (0) 1354.695.000. A copy of the Company's most recent Forms 10-KSB and 10-QSB accompanies the copy of this Prospectus when furnished to those Plan participants not otherwise receiving a copy thereof. The Company will promptly furnish, without charge, an additional copy to any participant who requests it. Indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Company, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference. Registrant hereby states that (i) all documents and statements set forth in (a) through (b), below, are incorporated by reference in this registration statement, and (ii) all documents subsequently filed by registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. (a) Registrant's latest annual report, whether of nor filed pursuant to Sections 13(a) or 15(d) of the Exchange; (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant documents referred to in (a), above. Each common share currently outstanding is fully paid for and nonassessable, and is entitled to one vote per share on all matters submitted for action by shareholders. All common shares are equal to each other with respect to the election of directors and cumulative voting is not permitted; therefore, the holders of more than 50% of the outstanding common shares can, if they choose to do so, elect all directors. The terms of directors are not staggered. Directors are elected annually to serve until the next annual meeting of shareholders and until their successors are elected and qualified. There are no preemptive rights to purchase any additional shares of common or other securities of registrant. In the event of liquidation or dissolution, holders of common shares are entitled to receive, pro rata, the remaining assets after creditors and holders of any class of stock having liquidation rights senior to holders of common have been paid in full. Reference is made to the description of the common shares prepared in compliance with Item 202 of Regulation S-K in the Form 10 filed with the U.S. Securities and Exchange Commission to register such shares under Section 12 of the Exchange Act. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Counsel for the Company is eligible to receive Options under the Plan. It is currently anticipated that said counsel will receive a significant number shares under the Plan in lieu of services performed and costs advanced; however, the number of Options has not yet been determined. Counsel is also Secretary to the Company. Item 6. Indemnification of Directors and Officers. The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of registrant is insured or indemnified in any manner against any liability which they may incur in their capacity as such is set forth under the Delaware Corporation Code, as enacted and in effect upon adoption of the registrant's articles of incorporation and bylaws, both of which mirror this statute. The statute and said articles in substance provide, in part and summary, as follows; however, this summary is qualified in its entirety by reference to the specific statutory provision: The provisions of this code generally provide that registrant may, but is not obligated to, indemnify against liability an individual made a party to a lawsuit because they were previously or are currently a director or officer of registrant, if such person acted in good faith and reasonably believed their actions were in the best interests of registrant. Registrant may not indemnify such persons if they are found liable to registrant in a shareholders' 4 derivative suit or are found liable for receiving an improper personal benefit. Registrant is required to indemnify such persons if they are ultimately successful in the suit. Pending a final determination, registrant may advance funds to these persons, but only if provision is made for return of the funds advanced in the event such persons are subsequently found to not be entitled to indemnification as set forth above. The general effect of this statute is to make indemnification available to the officers and directors of registrant regarding actions taken in their official capacity, unless they are found liable to registrant for their actions, they received an improper benefit therefrom, or they did not act in good faith while reasonably believing their actions were in the best interests of registrant. Indemnification under this section would include actions of the officers and directors of registrant taken in connection with this offering. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-KSB and are specifically incorporated herein by this reference: Exhibit No. 1. Not Required. 2. Not Required. 3. Not Required. 4. Not Applicable. 5. Opinion of special counsel to the registrant regarding the legality of the securities registered. 6. Not Required. 7. Not Required. 8. Not Required. 9. Not Required. 10. 1999 Stock Option Plan. 11. Not Required. 12. Not Required. 13. Not Required. 14. Not Required. 15. Not Applicable. 16. Not Required. 17. Not Required. 18. Not Required. 19. Not Required. 20. Not Required. 21. Not Required. 22. Not Required. 23. Not Required. 24.1 Consent of special counsel to registrant to the use of his opinion with respect to the legality of the securities being registered hereby and to the references to him in the Prospectus, if any, filed as a part hereof. (See Exhibit 5.) 24.2 Consent of Halliburton, Hunter & Associates, auditors to registrant, to the incorporation by reference of their audit opinion from the Form 10-KSB for the period ended December 31, 1998. 25. Not Applicable. 26. Not Required. 27. Not Applicable. 28. Not Applicable. 29. Not Applicable. 5 Item 9. Undertakings. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of registrant pursuant to the foregoing provisions, or otherwise, registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other that the payment by registrant of expenses incurred or paid by a director, officer or controlling person of registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; and (iii) include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement, including, but not limited to, any addition or deletion of a managing underwriter. (2) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant's annual report pursuant to section 13(a) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in 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. 6 SIGNATURES In accordance with the requirements of the Securities Act of 1933, registrant has duly caused this registration statement to be signed on its behalf by the undersigned in the City of Chatteris, Cambridgeshire, United Kingdom on the 3rd day of December, 1999. CASSCO CAPITAL CORPORATION (Registrant) By: /s/ Mark Langley - -------------------- Mark Langley, Chief Executive Officer By: /s/ Mark Langley - -------------------- Mark Langley, Chief Financial and Accounting Officer and Treasurer Pursuant to the requirements of the 1933 Act, this Registration Statement or amendment has been signed by the following persons in the capacities and on the dates indicated. /s/ Mark Langley - ---------------- Mark Langley, Director Date: December 3, 1999 7 FORM S-8 REGISTRATION STATEMENT EXHIBIT INDEX The following Exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-K and are specifically incorporated herein by this reference: Exhibit Number in Registration Statement Description - ------------------------- ----------- 5. Opinion of Counsel 10.1 1999 Stock Option Plan 10.2 Consulting Agreement with Barry J. Muncaster 10.3 Consulting Agreement with Robert G.M. Hind 10.4 Professional Services Agreement with Mark S. Pierce 24. Consent to Use of Opinion 8 EX-5 2 OPINION OF COUNSEL Exhibit 5 December 3, 1999 HAND DELIVERED Board of Directors, Cassco Capital Corporation Number One, Fenton Way Business Park, Fenton Way Chatteris, Cambridgeshire United Kingdom PE 16 6 US Re: Cassco Capital Corporation (Company)/Registration Statement on Form S-8 Ladies and Gentlemen: As counsel for the Company, I am furnishing this opinion to you in compliance with the referenced matter and am familiar with the articles of incorporation of the Company and its corporate powers, franchises and other rights under which it carries on its business. I am also familiar with the Bylaws, minute book and other corporate records of the Company. For the purpose of the opinions expressed below, I have examined, among other things, the registration statement on Form S-8 to be filed in regards of the above offering (Registration Statement), and have supervised proceedings taken in connection with the authorization, execution and delivery by the Company of the Registration Statement and, as contemplated thereby, the authorization and issuance of the shares of common stock to be issued thereunder. In arriving at the opinions set forth below, I have examined and relied upon originals or copies, certified or otherwise identified to my satisfaction, of all such corporate records and all such other instruments, documents and certificates of public officials, officers and representatives of the Company and of other persons and have made such investigations of law as I have considered necessary or appropriate as a basis for my opinions. Moreover, I have with your approval relied as to factual matters stated therein on the certificates of public officials, and I have assumed, but not independently verified, that the signatures on all documents which I have examined are genuine and that the persons signing such had the capacity to do so. This opinion further expressly assumes that the shares covered by the Registration Statement will be issued in conformity with the terms and conditions applicable thereto. Based upon and subject to the forgoing, I am of the opinion that the issuance and sale of the stock in this offering have been duly and validly authorized and upon delivery to the shareholders in accordance with the terms and conditions of the exhibits to the Form S-8 will have been duly authorized, validly issued, fully paid for and nonassessable. I am admitted to practice before the Bar of the State of Colorado only. I am not admitted to practice in any other jurisdiction in which the Company may own property or transact business. My opinions herein are with respect to federal law only and, to the extent my opinions are derived from laws of other jurisdictions, are based upon an examination of relevant authorities and are believed to be correct, but I have not directly obtained legal opinions as to such matters from attorneys licensed in such other jurisdictions. My opinions are qualified to the extent that the enforcement of rights and remedies are subject to bankruptcy, insolvency and other laws of general application affecting the rights and remedies of creditors and security holders and to the extent that the availability of the remedy of specific enforcement or of injunctive relieve is subject to the discretion of the court before which any proceeding thereof may be brought. This opinion is furnished by me to you as counsel for the Company and it is solely for your benefit. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose, other than as set forth in my consent to the use of the same in the Form S-8. I hereby consent to the filing of this letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission. Very truly yours, /s/ Mark S. Pierce - ------------------ Mark S. Pierce EX-10.1 3 1999 STOCK OPTION PLAN EXHIBIT 10.1 CASSCO CAPITAL CORPORATION 1999 STOCK OPTION PLAN (December 1, 1999) 1. Purpose of the Plan. The purpose of the Cassco Capital Corporation 1999 Stock Option Plan ("Plan") is to advance the interests of Cassco Capital Corporation, a Delaware corporation ("Company"), by providing an opportunity for ownership of the stock of the Company by employees, agents and directors of, and consultants to, the Company and its subsidiaries. By providing an opportunity for such stock ownership, the Company seeks to attract and retain qualified personnel, and otherwise to provide additional incentive to promote the success of its business. 2. Stock Subject to the Plan. (a) The total number of shares of the authorized but unissued or treasury shares of the common stock of the Company ("Common Stock") for which options may be granted under the Plan (individually, an "Option" and, collectively, "Options") shall be 3,000,000 post November 29, 1999, reverse split shares, subject to adjustment as provided in Section 13 hereof. (b) If an Option expires or terminates for any reason without having been exercised in full, the unpurchased shares shall again be available for subsequent Option grants under the Plan. (c) Common Stock issuable on exercise of an Option may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Board of Directors of the Company ("Board"). 3. Administration of the Plan. The Plan shall be administered by the Board, unless it expressly establishes a committee for this purpose. No member of the Board shall act on any matter exclusively affecting any Option granted or to be granted to himself or herself under the Plan. A majority of the members of the Board shall constitute a quorum, and any action may be taken by a majority of those present and voting at any meeting. The decision of the Board as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons. The Board, in its sole discretion, may grant Options to purchase shares of Common Stock, and the Board shall issue shares upon exercise of Options as provided in the Plan. The Board shall have the authority, subject to the express provisions of the Plan, to construe Option agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of Option agreements, which may but need not be identical, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option agreement in the manner and to the extent it shall deem expedient to implement the Plan, and the Board shall be the sole and final judge of such expediency. No director shall be liable for any action or determination made in good faith. The Board, in its discretion, may delegate its powers, duties and responsibilities to a committee, consisting of two or more members of the Board, all of whom shall be "disinterested persons" (as hereinafter defined). If a committee is so appointed, all references to the Board shall mean and relate to such committee, unless the context otherwise requires. For the purposes of the Plan, a director or member of this committee shall be deemed to be "disinterested" only if such person qualified as a "disinterested person" within the meaning of paragraph (c) (2) of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such term is interpreted from time to time. 4. Type of Options. Options granted pursuant to the Plan shall be authorized by action of the Board, and will be non-qualified options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 5. Eligibility. Options may be granted to (i) directors, officers and key employees of the Company or any of its subsidiaries, or (ii) agents, directors of and consultants or advisors to the Company or any of its subsidiaries, whether or not otherwise employees of the Company or its subsidiaries. In determining the eligibility of an individual to be granted an Option, as well as in determining the number of shares to be optioned to any individual, the Board shall take into account the position and responsibilities of the individual being considered, the nature and value to the Company or its subsidiaries of his or her service and accomplishments, his or her present and potential contribution to the success of the Company or its subsidiaries, and such other factors as the Board may deem relevant. 6. Restrictions on Options. The Board may implement such restrictions on Options and the Common Stock underlying such as it deems reasonable and necessary under the circumstances then prevailing. 7. Option Agreement. Each Option shall be evidenced by an Option agreement ( "Option Agreement") duly executed on behalf of the Company and by the optionee to whom such Option is granted, which Option Agreement shall comply with and be subject to the terms and conditions of the Plan. The Option Agreement may contain such other terms, provisions and conditions which are not inconsistent with the Plan as may be determined by the Board. No Option shall be granted within the meaning of the Plan and no purported grant of any Option shall be effective until the Option Agreement shall have been duly executed on behalf of the Company and the optionee. More than one Option may be granted to an individual. 8. Option Price. (a) The Option price or price of shares of Common Stock shall be as determined by the Board. (b) The Option price or prices for shares of Common Stock shall be at least the fair market value of the Common Stock at the time the Option is granted as determined by the Board in accordance with the Regulations promulgated under Section 422 of the Code. (c) If such shares are then listed on any national securities exchange, the fair market value shall be the mean between the high and low sales prices, if any, on the largest such exchange on the date of the grant of the Option or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales price on the nearest date before and the nearest date after the date of grant in accordance with Section 25.2512-2 of the Regulations. If the shares are not then listed on any such exchange, the fair market value of such shares shall be the mean between the closing "Bid" and the closing "Ask" prices, if any, as reported on the National Association of Securities Dealer Automated Quotation System ("NASDAQ") on the date of the grant of the Option, or, if none, shall be determined by the Board after weighing the various criteria then thought relevant for the purpose of providing a fair value therefor. 9. Manner of Payment; Manner of Exercise. (a) Options granted under the Plan may provide for the payment of the exercise price by delivery of (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such Options, (ii) shares of Common Stock owned by the optionee having a fair market value equal in amount to the exercise price of the Options being exercised, (iii) services invoiced to the Company or any of its subsidiaries or (iv) any combination of (i), (ii) and (iii); provided; however, that payment of the exercise price by delivery of shares of Common Stock owned by such optionee may be made only upon the condition that such payment does not result in a charge to earnings for financial accounting purposes as determined by the Board, unless such condition is waived by the Board. The fair market value of any shares of Common Stock which may be delivered upon exercise of an Option shall be determined by the Board in accordance with Section 8 hereof. (b) To the extent that the right to purchase shares under an Option has accrued and is in effect, Options may be exercised in full at one time or in part from time to time by giving written notice, signed by the person or persons exercising the Option, to the Company and stating the number of shares with respect to which the Option is being exercised, accompanied by payment in full for such shares as provided in subparagraph (a) above. Upon such exercise, delivery of a certificate for paid-up non-assessable shares shall be made at the principal office of the Company to the person or persons exercising the Option at such time, during ordinary business hours, after five (5) but not more than ten (10) days from the date of receipt of the notice by the Company, as shall be designated in such notice, or at such time, place and manner as may be agreed upon by the Company and the person or person exercising the Option. 10. Exercise of Options. Each Option granted under the Plan shall, subject to Section 11(b) and Section 13 hereof, be exercisable at such time or times and during such period as shall be set forth in the Agreement; provided, however, that no Option granted under the Plan shall have a term in excess of ten (10) years form the date of grant. To the extent that an Option to purchase shares is not exercised by an optionee when it becomes initially exercisable, it shall not expire but shall be carried forward and shall be exercisable, on a cumulative basis, until the expiration of the exercise period. 11. Term of Options; Exercisability. (a) Term. (i) Each Option shall expire on a date determined by the Board which is not more than ten (10) years from the date of the granting thereof; provided, however, except as otherwise provided in this Section 11, an Option granted to any optionee whose employment with the Company or any of its subsidiaries is terminated shall terminate on the earlier of (1) ninety days after the date such optionee's employment by the Company or by any such subsidiary is terminated, or (2) the date on which the Option expires by its terms. (ii) If the employment of an optionee is terminated by the Company or any of its subsidiaries for cause or because the optionee is in breach of any employment agreement, such Option will terminate on the date the optionee's employment is terminated by the Company or any such subsidiary. (iii) If the employment of an optionee is terminated by the Company or any of its subsidiaries because the optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), such Option shall terminate on the earlier of (1) one year after the date such optionee's employment by the Company or by any such subsidiary is terminated, or (2) the date on which the Option expires by its terms. (iv) In the event of the death of any optionee, any Option granted to such optionee shall terminate one year after the date of death, or on the date on which the Option expires by its terms, whichever occurs first. (b) Exercisability. (i) Except as provided below, an Option granted to an optionee whose employment with the Company or by any of its subsidiaries is terminated shall be exercisable only to the extent that the right to purchase shares under such Option has accrued and is in effect on the date such optionee's employment with the Company or by any such subsidiary is terminated. (ii) An Option granted to an optionee whose employment is terminated by the Company or by any of its subsidiaries because he or she has become permanently disabled, as defined above, shall be immediately exercisable as to the full number of shares covered by such Option, whether or not under the provisions of Section 10 hereof such Option was otherwise exercisable as of the date of disability. (iii) In the event of the death of an optionee, the Option granted to such optionee may be exercised as to the full number of shares covered thereby, whether or not under the provisions of Section 10 hereof the optionee was entitled to do so at the date of his or her death, by the executor, administrator or personal representative of such optionee, or by any person or persons who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of such optionee. 12. Options Not Transferable. The right of any optionee to exercise any Option granted to him or her shall not be assignable or transferrable by such optionee other than by will or the laws of descent and distribution, and any such Option shall be exercisable during the lifetime of such optionee only by him or her. Any Option granted under the Plan shall be null and void and without effect upon the bankruptcy of the optionee to whom the Option is granted, or upon any attempted assignment or transfer, except as herein provided, including without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, trustee process or similar process, whether legal or equitable, upon such Option. 13. Recapitalization, Reorganizations and the Like. In the event that the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of shares as to which Options may be granted under the Plan and as to which outstanding Options or portions thereof then unexercised shall be exercisable, to the end that the proportionate interest of the optionee shall be maintained as before the occurrence of such event; such adjustment in outstanding Options shall be made without change in the total price applicable to the unexercised portion of such Options and with a corresponding adjustment in the Option price per share. In addition, unless otherwise determined by the Board in its sole discretion, in the case of any (i) sale or conveyance to another entity of all or substantially all of the property and assets of the Company or (ii) Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock, in his, her or its sole discretion, may deliver to the optionee the same kind of consideration that is delivered to the shareholders of the Company as a result of such sale, conveyance or Change in Control, or the Board may cancel all outstanding Options in exchange for consideration in cash or in kind, which consideration in both cases shall be equal in value to the value of those shares of stock or other securities the optionee would have received had the Option been exercised (but only to the extent then exercisable) and had no disposition of the shares acquired upon such exercise been made prior to such sale, conveyance or Change in Control, less the Option price therefor. Upon receipt of such consideration, all Options (whether or not then exercisable) shall immediately terminate and be of no further force or effect. The value of the stock or other securities the optionee would have received if the Option had been exercised shall be determined in good faith by the Board, and in the case of shares of Common Stock, in accordance with the provisions of Section 8 hereof. The Board shall also has the power and right to accelerate the exercisability of any Options, notwithstanding any limitations in this Plan or in the Agreement upon such a sale, conveyance or Change in Control. A "Change in Control" shall be deemed to have occurred if any person, or any two or more persons acting as a group, and all affiliates of such person or persons, who prior to such time owned less than fifty percent (50%) of the then outstanding Common Stock, shall acquire such additional shares of Common Stock in one or more transactions, or series of transactions, such that following such transaction or transactions, such person or group and affiliates beneficially own fifty percent (50%) or more of the Common Stock outstanding. Upon dissolution or liquidation of the Company, all Options granted under this Plan shall terminate, but each optionee (if at such time in the employ of or otherwise associated with the Company or any of its subsidiaries as a director, agent or consultant) shall have the right, immediately prior to such dissolution or liquidation, to exercise his or her Option to the extent then exercisable. If by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall authorize the issuance or assumption of a stock option or stock options in a transaction to which Section 424(a) of the Code applies, then, notwithstanding any other provision of the Plan, the Board may grant an option or options upon such terms and conditions as it may deem appropriate for the purpose of assuming the old Option, or substituting a new option for the old Option, in conformity with the provisions of such Section 424(a) of the Code and the Regulations thereunder, and any such option shall not reduce the number of shares otherwise available for issuance under the Plan. No fraction of a share shall be purchasable or deliverable upon the exercise of any Option, but in the event any adjustment hereunder in the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares. 14. No Special Employment Rights. Nothing contained in the Plan or in any Option granted under the Plan shall confer upon any Option holder any right with respect to the continuation of his or her employment by the Company or by any subsidiary or interfere in any way with the right of the Company or any subsidiary, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Option holder from the rate in existence at the time of the grant of an Option. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Board at the time of such occurrence. 15. Withholding. The Company's obligation to deliver shares upon the exercise of an Option shall be subject to the Option holder's satisfaction of all applicable Federal, state and local income and employment tax withholding requirements. The Company and optionee may agree to withhold shares of Common Stock purchased upon exercise of an Option to satisfy the above-mentioned withholding requirements; provided, however, no such agreement may be made by an optionee who is an "officer" or "director" within the meaning of Section 16 of the Exchange Act, except pursuant to a standing election to so withhold shares of Common Stock purchased upon exercise of an Option, such election to be made not less than six months prior to such exercise and which election may be revoked only upon six months prior written notice. 16. Restrictions on Issuance of Shares. (a) Notwithstanding the provisions of Section 9, the Company may delay the issuance of shares covered by the exercise of an Option and the delivery of a certificate for such shares until one of the following conditions shall be satisfied: (i) The shares with respect to which such Option has been exercised are at the time of the issue of such shares effectively registered or qualified under applicable Federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration and qualification under applicable Federal and state securities acts now in force or as hereafter amended. (b) It is intended that all exercises of Options shall be effective, and the Company shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Company shall be under no obligation to qualify shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purpose of covering the issue of shares in respect of which any Option may be exercised, except as otherwise agreed to by the Company in writing in its sole discretion. 17. Purchase for Investment; Rights of Holder on Subsequent Registration. Unless and until the shares to be issued upon exercise of an Option granted under the Plan have been effectively registered under the 1933 Act, as now in force or hereafter amended, the Company shall be under no obligation to issue any shares covered by any Option unless the person who exercises such Option, in whole or in part, shall give a written representation and undertaking to the Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring the shares issued pursuant to such exercise of the Option for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the 1933 Act, or any other applicable law, and that if shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. In the event that the Company shall, nevertheless, deem it necessary or desirable to register under the 1933 Act or other applicable statutes any shares with respect to which an Option shall have been exercised, or to qualify any such shares for exemption from the 1933 Act or other applicable statues, then the Company may take such action and may require from each Optionee such information in writing for use in any registration statement, supplementary registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for such purpose and may require reasonable indemnity to the Company and its officers and directors from such holder against all losses, claims, damages and liabilities arising from such use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. 18. Loans. At the discretion of the Board, the Company may loan to the optionee some or all of the purchase price of the shares acquired upon exercise of an Option. 19. Modification of Outstanding Options. The Board may authorize the amendment of any outstanding Option with the consent of the optionee when and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of the Plan. 20. Approval of Stockholders. The Plan shall not require presentation to or the approval of the stockholders of the Company. 21. Termination and Amendment of Plan. Unless sooner terminated as herein provided, the Plan shall terminate ten (10) years from the date upon which the Plan was duly adopted by the Board of the Company. The Board may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable. 22. Limitation of Rights in the Option Shares. An optionee shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the Options except to the extent that the Option shall have been exercised with respect thereto, and in addition, a certificate shall have been issued theretofore and delivered to the optionee. 23. Notices. Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified mail or delivered by hand, if to the Company, to the attention of the President at the Company's principal place of business; and, if to an optionee, to his or her address as it appears on the records of the Company. EXHIBIT A TO CASSCO CAPITAL CORPORATION 1999 STOCK OPTION PLAN (December 1, 1999) INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT has been made this ______________ day of _______________, 19__, between __________________ ("Employee"), and Cassco Capital Corporation, a Delaware corporation ("Company"). 1. Grant of Option. The Company, pursuant to the provisions of the Cassco Capital Corporation 1999 Incentive Stock Option Plan ("Plan"), a copy of which was previously received by the Employee, hereby grants to the Employee, subject to the terms and conditions set forth or incorporated herein, an option to purchase from the Company all or any part of an aggregate of ____________ common shares, as such are now constituted, at the purchase price of $______ per share. The provisions of the Plan governing the terms and conditions of the Option granted hereby are incorporated in full herein and made a part hereof by this reference. The Employee, by his or her signature below, agrees to be bound by the terms and conditions of the Plan. 2. Exercise. This Option shall be exercisable in whole or in part on or after ___________________ and on or before ____________________ ; provided, however, that the cumulative number of common shares as to which this Option may be exercised (except in the event of death, retirement, or disability, as provided in paragraph 11(a) of the Plan) shall not exceed the following amounts: Cumulative Number of Shares Prior To Date (Not Inclusive of) This Option shall be exercisable by the delivery to and receipt by the Company of (i) a written notice of election to exercise, in the form set forth in Exhibit A hereto, specifying the number of Common Shares to be purchased; (ii) accompanied by payment of the full purchase price thereof in cash or certified check payable to the order of the Company, or by fully-paid and nonassessable common shares of the Company properly endorsed over to the Company, or by a combination thereof, and (iii) by return of this Agreement for endorsement of exercise by the Company. In the event fully-paid and nonassessable common shares are submitted as whole or partial payment for shares to be purchased hereunder, such common shares will be valued at their Fair Market Value (as defined in the Plan) on the date such shares received by the Company are applied to payment of the exercise price. 3. Transferability. This Option is not assignable or transferable by the Employee other than by the Employee's will or by the laws of descent and distribution, as provided in paragraph 12 of the Plan. The Option shall be exercisable only by the Employee during the Employee's lifetime. CASSCO CAPITAL CORPORATION ATTEST: By: By: President Secretary Employee hereby acknowledges receipt of the copy of the Plan, and accepts this Option subject to each and every term and provision of the Plan. Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Board of Directors administering the Plan on any questions arising under the Plan. Employee recognizes that if his or her employment with the Company or any subsidiary thereof shall be terminated for any reason whatsoever, all of Employee's rights hereunder shall thereupon terminate as provided in the Plan. Date: Employee: Print Name: Address: Social Security No.: EXHIBIT A TO OPTION AGREEMENT (Suggested form of letter to be used for notification of election to exercise. Please do not use this page, but follow this form in a separately typed letter.) Date: Treasurer Cassco Capital Corporation Number One, Fenton Way Business Park, Fenton Way Chatteris, Cambridgeshire, UK PE16 6US Dear Sir: In accordance with paragraph 8 of the Stock Option Agreement evidencing the Option granted to me on ___________ under the Cassco Capital Corporation 1999 Incentive Stock Option Plan, I hereby elect to exercise this Option to the extent of ____________ Common Shares. Enclosed are (i) Certificate(s) No.(s) ______________ representing fully-paid common shares of Cassco Capital Corporation endorsed to the Company with signature guaranteed; (ii) and/or a certified check payable to the order of "Cassco Capital Corporation" in the amount of $_______________ as the balance of the purchase price of $_____________ for the shares which I have elected to purchase; and (iii) the original Incentive Stock Option Agreement for endorsement by the Company as to exercise. I acknowledge that the common shares (if any) submitted as part payment of the exercise price due hereunder will be valued by the Company at their Fair Market Value (as defined in the Plan) on the date this exercise is effected by the Company. In the event I hereafter sell any common shares issued pursuant to this option within two years from the date of exercise or within five years after the date of grant of this Option, I agree to notify the Company promptly of the amount of taxable compensation realized by me by reason of such for federal income tax purposes. When the certificate for common shares which I have elected to purchase has been issued, please deliver it to me, along with my endorsed Incentive Stock Option Agreement in the event there remains an unexercised balance of shares under the Option, at the following address: ______________________________ ______________________________ Very Truly Yours, Signature of Employee Print Name EXHIBIT B TO OPTION AGREEMENT VESTING OPTION GRANT THIS AGREEMENT has been made this _________________ day of _______________, 19__, between ("Employee"), and Cassco Capital Corporation, a Delaware corporation ("Company"). 1. Grant of Option. The Company, pursuant to the provisions of the Cassco Capital Corporation 1999 Stock Option Plan ("Plan"), a copy of which was previously received by Employee, hereby grants to Employee, subject to the terms and conditions set forth or incorporated herein, an option to acquire __________ common shares. The provisions of the Plan governing the terms and conditions of the Stock granted hereby are incorporated in full herein and made a part hereof by this reference. 2. Vesting. This Option shall be issuable as follows: Cumulative Number of Shares Issuance Date 3. Transferability. This Option grant is not assignable or transferable by Employee other than by Employee's will or by the laws of descent and distribution, as provided in paragraph 12 of the Plan. The shares shall be issuable only to the Employee during the Employee's lifetime. CASSCO CAPITAL CORPORATION ATTEST: By: By: President Secretary Employee hereby acknowledges receipt of the copy of the Plan, and accepts this grant subject to each and every term and provision of the Plan. Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee of the Board of Directors administering the Plan on any questions arising under the Plan. Employee recognizes that if Employee's employment with the Company or any subsidiary thereof shall be terminated for any reason whatsoever (except as otherwise provided in paragraph 11(a) of the Plan), all of the Employee's rights hereunder shall thereupon terminate as provided in the Plan. Date: Employee: Print Name: Address: Social Security No.: EX-10.2 4 CONSULTING AGREEMENT EXHIBIT 10.2 Consulting Agreement-Barry J. Muncaster CONSULTING AND OPTION AGREEMENT This Consulting and Option Agreement is made and entered into to be effective as of the date upon which services were first rendered in accordance herewith and is by and between Barry J. Muncaster (Consultant) and Cassco Capital Development Corporation (Client). A. Consultant is willing and able to provide various valuable services for and on behalf of Client in connection with the business of Client. B. Client desires to retain Consultant as an independent contractor on behalf of Client and Consultant desires to be retained in that capacity upon the terms and conditions hereinafter set forth. In consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and such other and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Consultant agree as follows: 1. Consulting Services. Client hereby retains Consultant as an independent contractor to Client and Consultant hereby accepts and agrees to such retention. Consultant shall render to Client services of an advisory or consultative nature in order to provide for business strategy and the introduction of compensation policies. These services will include, but are not limited to, consultation on the form and substance of a business plan, the strategy for implementating and marketing that plan and the preparation of a company profile. These services shall also include the provision of strategic planning services and the introduction of Client to third-parties for these purposes. These services include the strategy meeting held in Muncaster's offices on July 14, 1999. These services shall also include such further services to Client of this nature as it may deem reasonable and necessary from time to time. It is the intention of the parties that Consultant will gather all publicly-available information relating to Client and confer with officers and directors of Client in an effort to consolidate the information obtained for purposes of discharging the obligations which have been imposed on Consultant under this agreement. It is intended that Consultant will use and distribute this information concerning Client to persons and other parties outside of Client who Consultant determines, in the sole discretion of Consultant, are entitled to this information for purposes of Consultant performing in accordance with the terms and conditions of this agreement. It is not intended that the performance of the consulting services described herein shall be accomplished exclusively by Consultant; therefore, Consultant may engage persons as subcontractors to assist in the discharge of the responsibilities hereunder; however, any such further employment shall be at the cost and expense of Consultant. 2. Time, Place and Manner of Performance. Consultant shall be available for advice and counsel to the officers, directors and agents of Client at such reasonable and convenient times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by Consultant to any specific service, shall be determined in the sole discretion of Consultant. 3. Term of Agreement. This agreement shall begin when Consultant first began rendering services for Client, and shall terminate at the earlier of twenty-four (24) months thereafter or the date on which either all services agreed have been fully rendered or when a change in control of Client shall have occurred. 4. Compensation. Client shall pay Consultant a fee of $5,000 per month for a minimum of twenty-four (24) months, an aggregate amount of $120,000. In lieu of cash consideration and at the option of Consultant, the Company hereby grants Consultant an option (the "Option") to acquire shares of common stock of Client at the market price for such stock on the date on which services under this agreement were first rendered by Consultant. In the event that Consultant exercises his Option, which may be exercised as to all or any portion of his fee, Client shall provide to Consultant free trading common stock registered under the Securities Act of 1933, as amended. The Option may not be exercised after July 14, 2001. The Option may be exercised in whole or in part by Consultant's delivering or mailing to Client at its principal office, or such other place as Client may designate, written notice of exercise duly signed by Consultant. Exercise shall be effective on (a) receipt of such written notice by Client and (b) payment to Client of the full purchase price. In case, prior to the expiration of the Option, Client (a) subdivides the number of outstanding shares into a greater number of shares, the purchase price per share shall be proportionately reduced and the number of shares proportionately increased; and (b) conversely, in the event Client contracts the number of outstanding shares by combining such shares into a smaller number of shares, then the purchase price per share shall be proportionately increased and the number of shares shall be proportionately decreased. Neither Consultant nor his legal representative shall be, nor have any of the rights or privileges of, a shareholder of Client unless and until certificates representing shares shall have been issued and delivered to Consultant. The Option and the obligation of Client to sell and deliver shares hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. Client shall not be required to issue or deliver any certificates for shares prior to (a) listing on any stock exchange on which said stock may then listed and (b) completion of any registration or qualification under any federal or state law or any rule or regulation thereunder. Moreover, the Option may not be exercised if its exercise or the receipt of shares pursuant thereto would be contrary to applicable law. 5. Expenses. Client shall reimburse Consultant on demand for all expenses and other disbursements, including, but not limited to, travel, entertainment, mailing, printing and postage, incurred by Consultant, or any of its subcontractors, on behalf of Client in connection with the performance of the consulting services pursuant to this agreement. Expenses and disbursements in excess of $100 shall have Client's prior approval. These expenses shall be paid in cash, or, at the option of Consultant, in shares of Client's common stock registered under the Securities Act of 1933, as amended. If this non-transferrable option is exercised, said shares shall be issued at the fair market value therefor, as specified in the preceding paragraph. 6. Work Product. It is agreed that, prior to public distribution, all information and materials produced for Client shall be property of Consultant, free and clear of all claims thereto by Client, and Client shall retain no claim of authorship therein. 7. Disclosure of Information. Consultant recognizes and acknowledges that Consultant has and will have access to certain confidential information of Client and its affiliates that are valuable, special and unique assets and property of Client and such affiliates. Consultant will not, during or after the term of this agreement, disclose, without the prior written consent or authorization of Client, any such information to any person, except to authorized representatives of Consultant or its affiliates for purposes of the services to be rendered under this agreement, for any reason or purpose whatsoever. In this regard, Client agrees that such authorization or consent to disclosure may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. 8. Nature of Relationship. It is understood and acknowledged by the parties that Consultant is being retained by Client in an independent capacity, and that in this connection, Consultant hereby agrees, except as otherwise provided herein, or unless Client shall have otherwise consented, not to enter into any agreement or incur any obligation on behalf of Client. 9. Conflict of Interest. Consultant shall be free to perform services for other persons during the term of this agreement. Consultant will notify Client of the performance of consulting services for any other person which would conflict with the obligations of this agreement. Upon receiving such notice, Client may terminate this agreement or consent to Consultant's outside consulting services. Failure to terminate this agreement shall constitute Client's ongoing consent to Consultant's outside consulting activities. 10. Indemnification for Securities Law Violations. Client agrees to indemnify and hold harmless Consultant and each officer, director or controlling person of Consultant against any losses, claims, damages, liabilities and /or expenses (including any legal or other expenses reasonably incurred in investigating or defending any act or claim in respect thereof) to which Consultant or such officer, director or controlling person may become subject under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, because of actions of Client or its agent(s). 11. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to be given under this agreement shall be sufficient if in writing and delivered or sent by registered or certified mail to the principle office of each party. (b) Waiver of Breach. Any waiver by a party of a breach of any provision of this agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the waiving party. (c) Assignment. This agreement and the rights and obligations of the parties hereunder are not assignable by either party. (d) Applicable Law. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Nevada and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this agreement, the laws of the State of Nevada shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. (e) Severability. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, the agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. (f) Entire Agreement. This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all prior understandings, agreements and negotiations between the parties. (g) Counterparts. This agreement may be executed in counterparts, each of which shall be deemed an original, but both of which taken together shall constitute but one and the same document. IN WITNESS WHEREOF, the parties hereto have entered into this agreement effective as of the day and year first above expressed. CONSULTANT: CLIENT: CASSCO CAPITAL DEVELOPMENT CORPORATION /s/ Barry J. Muncaster By: /s/ Richard Gregory - ---------------------- ----------------------- Barry J. Muncaster Richard Gregory, President EX-10.3 5 CONSULTING AGREEMENT EXHIBIT 10.3 Consulting Agreement-Robert G.M. Hind CONSULTING AND OPTION AGREEMENT This Consulting and Option Agreement is made and entered into to be effective as of the date upon which services were first rendered in accordance herewith and is by and between Robert G.M. Hind (Consultant) and Cassco Capital Development Corporation (Client). A. Consultant is willing and able to provide various valuable services for and on behalf of Client in connection with the business of Client. B. Client desires to retain Consultant as an independent contractor on behalf of Client and Consultant desires to be retained in that capacity upon the terms and conditions hereinafter set forth. In consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and such other and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Consultant agree as follows: 1. Consulting Services. Client hereby retains Consultant as an independent contractor to Client and Consultant hereby accepts and agrees to such retention. Consultant shall render to Client services of an advisory or consultative nature in order to provide for business strategy and the introduction of compensation policies. These services will include, but are not limited to, consultation on the form and substance of a business plan, the strategy for implementating and marketing that plan and the preparation of a company profile. These services shall also include the provision of strategic planning services and the introduction of Client to third-parties for these purposes. These services include the strategy meeting held in Muncaster's offices on July 14, 1999. These services shall also include such further services to Client of this nature as it may deem reasonable and necessary from time to time. It is the intention of the parties that Consultant will gather all publicly-available information relating to Client and confer with officers and directors of Client in an effort to consolidate the information obtained for purposes of discharging the obligations which have been imposed on Consultant under this agreement. It is intended that Consultant will use and distribute this information concerning Client to persons and other parties outside of Client who Consultant determines, in the sole discretion of Consultant, are entitled to this information for purposes of Consultant performing in accordance with the terms and conditions of this agreement. It is not intended that the performance of the consulting services described herein shall be accomplished exclusively by Consultant; therefore, Consultant may engage persons as subcontractors to assist in the discharge of the responsibilities hereunder; however, any such further employment shall be at the cost and expense of Consultant. 2. Time, Place and Manner of Performance. Consultant shall be available for advice and counsel to the officers, directors and agents of Client at such reasonable and convenient times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by Consultant to any specific service, shall be determined in the sole discretion of Consultant. 3. Term of Agreement. This agreement shall begin when Consultant first began rendering services for Client, and shall terminate at the earlier of twenty-four (24) months thereafter or the date on which either all services agreed have been fully rendered or when a change in control of Client shall have occurred. 4. Compensation. Client shall pay Consultant a fee of $5,000 per month for a minimum of twenty-four (24) months, an aggregate amount of $120,000. In lieu of cash consideration and at the option of Consultant, the Company hereby grants Consultant an option (the "Option") to acquire shares of common stock of Client at the market price for such stock on the date on which services under this agreement were first rendered by Consultant. In the event that Consultant exercises his Option, which may be exercised as to all or any portion of his fee, Client shall provide to Consultant free trading common stock registered under the Securities Act of 1933, as amended. The Option may not be exercised after July 14, 2001. The Option may be exercised in whole or in part by Consultant's delivering or mailing to Client at its principal office, or such other place as Client may designate, written notice of exercise duly signed by Consultant. Exercise shall be effective on (a) receipt of such written notice by Client and (b) payment to Client of the full purchase price. In case, prior to the expiration of the Option, Client (a) subdivides the number of outstanding shares into a greater number of shares, the purchase price per share shall be proportionately reduced and the number of shares proportionately increased; and (b) conversely, in the event Client contracts the number of outstanding shares by combining such shares into a smaller number of shares, then the purchase price per share shall be proportionately increased and the number of shares shall be proportionately decreased. Neither Consultant nor his legal representative shall be, nor have any of the rights or privileges of, a shareholder of Client unless and until certificates representing shares shall have been issued and delivered to Consultant. The Option and the obligation of Client to sell and deliver shares hereunder shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. Client shall not be required to issue or deliver any certificates for shares prior to (a) listing on any stock exchange on which said stock may then listed and (b) completion of any registration or qualification under any federal or state law or any rule or regulation thereunder. Moreover, the Option may not be exercised if its exercise or the receipt of shares pursuant thereto would be contrary to applicable law. 5. Expenses. Client shall reimburse Consultant on demand for all expenses and other disbursements, including, but not limited to, travel, entertainment, mailing, printing and postage, incurred by Consultant, or any of its subcontractors, on behalf of Client in connection with the performance of the consulting services pursuant to this agreement. Expenses and disbursements in excess of $100 shall have Client's prior approval. These expenses shall be paid in cash, or, at the option of Consultant, in shares of Client's common stock registered under the Securities Act of 1933, as amended. If this non-transferrable option is exercised, said shares shall be issued at the fair market value therefor, as specified in the preceding paragraph. 6. Work Product. It is agreed that, prior to public distribution, all information and materials produced for Client shall be property of Consultant, free and clear of all claims thereto by Client, and Client shall retain no claim of authorship therein. 7. Disclosure of Information. Consultant recognizes and acknowledges that Consultant has and will have access to certain confidential information of Client and its affiliates that are valuable, special and unique assets and property of Client and such affiliates. Consultant will not, during or after the term of this agreement, disclose, without the prior written consent or authorization of Client, any such information to any person, except to authorized representatives of Consultant or its affiliates for purposes of the services to be rendered under this agreement, for any reason or purpose whatsoever. In this regard, Client agrees that such authorization or consent to disclosure may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. 8. Nature of Relationship. It is understood and acknowledged by the parties that Consultant is being retained by Client in an independent capacity, and that in this connection, Consultant hereby agrees, except as otherwise provided herein, or unless Client shall have otherwise consented, not to enter into any agreement or incur any obligation on behalf of Client. 9. Conflict of Interest. Consultant shall be free to perform services for other persons during the term of this agreement. Consultant will notify Client of the performance of consulting services for any other person which would conflict with the obligations of this agreement. Upon receiving such notice, Client may terminate this agreement or consent to Consultant's outside consulting services. Failure to terminate this agreement shall constitute Client's ongoing consent to Consultant's outside consulting activities. 10. Indemnification for Securities Law Violations. Client agrees to indemnify and hold harmless Consultant and each officer, director or controlling person of Consultant against any losses, claims, damages, liabilities and /or expenses (including any legal or other expenses reasonably incurred in investigating or defending any act or claim in respect thereof) to which Consultant or such officer, director or controlling person may become subject under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, because of actions of Client or its agent(s). 11. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to be given under this agreement shall be sufficient if in writing and delivered or sent by registered or certified mail to the principle office of each party. (b) Waiver of Breach. Any waiver by a party of a breach of any provision of this agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the waiving party. (c) Assignment. This agreement and the rights and obligations of the parties hereunder are not assignable by either party. (d) Applicable Law. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Nevada and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this agreement, the laws of the State of Nevada shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. (e) Severability. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, the agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. (f) Entire Agreement. This Agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all prior understandings, agreements and negotiations between the parties. (g) Counterparts. This agreement may be executed in counterparts, each of which shall be deemed an original, but both of which taken together shall constitute but one and the same document. IN WITNESS WHEREOF, the parties hereto have entered into this agreement effective as of the day and year first above expressed. CONSULTANT: CLIENT: CASSCO CAPITAL DEVELOPMENT CORPORATION /s/ Robert Hind By: /s/ Richard Gregory - --------------- ----------------------- Robert G.M. Hind Richard Gregory, President EX-10.4 6 PROFESSIONAL SERVICES AGREEMENT EXHIBIT 10.4 Professional Services Agreement-Mark S. Pierce March 31, 1999 Mr. Richard Gregory, President Cassco Capital Corporation 1999 Broadway, Ste. 3235 Denver, CO 80202 Re: General Corporate Representation Dear Mr. Gregory: This letter sets forth an agreement between myself and your company, Cassco Capital Corporation, a Delaware corporation (Company), regarding my representation of the entity as general counsel, with my first responsibilities under this contract being the assistance of management in the preparation and filing of all forms required by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amaned, for the purpose of brining the Company current. Please be advised that I cannot guarantee the results of my efforts. The nature, character and amount of my fees are determined in accordance with Canon 2 of the Code of Professional Responsibility adopted by the Colorado Supreme Court. I am registered to practice only in Colorado and maintain my principal offices there, residing in Arizona only during the winter months, and I do not maintain an office there. My fees, retainer and payment policies are based upon (I) the time and labor required, the novelty and difficulty of the issues involved, and the skill required to perform the legal service properly; (ii) the degree of risk, amount of money involved and benefits resulting to the Company from such legal services; (iii) the time limitations imposed by the Company or by the circumstances; (iv) the contingency or the certainty of my compensation and (v) whether my services are for a new client or for an established and consistent client. My time is accrued in one-tenth (1/10) hour increments at rates which are influenced by the factors outlined above. My hourly rate is $225 (U.S.) and is subject to change upon 30 days' prior, written notice. The rates charged vary from $35 (U.S.) to $55 (U.S.) for law clerks' and paralegals' time. In addition, the Company is responsible for other costs and expenses relating to this representation, including, but not limited to, state and federal filing fees, printing costs, travel expenses, long distance charges, and reproduction and copying costs. Our agreement is that I will bill the Company in full at my hourly rate, with the option on my part of acquiring common stock of the Company for all or any part of my fees and costs at the market price for the stock at the date of this agreement. My invoices reflect the services rendered, are mailed once a month, are due and payable upon presentation thereof and itemize the nature of the legal services rendered throughout the month. Statements which remain unpaid for more than 30 days from the date thereof are subject to interest on the outstanding overdue amount in accordance with the Colorado Bar Association's Ethics Opinion Y. The interest charge is equal to one and one-half percent (1-1/2%) per month on the overdue balance, which equals eighteen percent (18%) per annum. I will make every effort to comply with the time schedules which you may give me. The attainment of your goals, however, requires the Company's cooperation. Any difficulties in developing information and completing the required documents will result in delays. If you have any questions about an invoice, please call me immediately. I want you to be satisfied with the terms of my representation, both now and in the future. It is my custom to keep my clients informed as to the status of all matters entrusted to me. In that regards, I will furnish you with information concerning the work which I have performed on the Company's behalf and the progress I am making in connection with the matters which you entrust with me. I welcome your inquiries. I look forward to working with you and the other members of the Company, and also to having your assistance and ideas. Please remember, however, that I represent only the Company. Once again, thank you for the opportunity to be of service. Yours very truly, /s/ Mark S. Pierce - ------------------ Mark S. Pierce If this agreement correctly sets forth our mutual understanding, please execute, date and return an original for my files. READ AND ACCEPTED this 31st day of March, 1999. CASSCO CAPITAL CORPORATION By: /s/ Richard J. Gregory - -------------------------- Richard J. Gregory, President EX-24 7 CONSENT EXHIBIT 24 Consent to Use of Opinion December 3, 1999 REGULAR MAIL Board of Directors, Cassco Capital Corporation Number One, Fenton Way Business Park, Fenton Way Chatteris, Cambridgeshire United Kingdom PE 16 6 US Re: Consent to Reference in Form S-8 Registration Statement Gentlemen: As independent certified public accountants, we hereby consent to the incorporation by reference in the above Form S-8 Registration Statement of our report on the financial statements included in the Cassco Capital Corporation nnual Report on Form 10-KSB for the year ended December 31, 1998, and to all references to our firm included in said registration statement. HALLIBURTON, HUNTER & ASSOCIATES, PC /s/ Halliburton, Hunter & Associates, PC - ---------------------------------------- Littleton, Colorado -----END PRIVACY-ENHANCED MESSAGE-----