-----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, OntqQ4ZgOZOo0/qO4aJcvVg2rlLx6LyMoOeBy40TJ1YeJlWSCzwXIEmHX+xs2iCK BiURgIAWxuQOVGUzKInwGg== 0001000096-96-000412.txt : 19961104 0001000096-96-000412.hdr.sgml : 19961104 ACCESSION NUMBER: 0001000096-96-000412 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961101 EFFECTIVENESS DATE: 19961101 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED FINANCIAL INC CENTRAL INDEX KEY: 0000823314 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 841069416 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15365 FILM NUMBER: 96652038 BUSINESS ADDRESS: STREET 1: 5425 MARTINDALE CITY: SHAWNEE STATE: KS ZIP: 66218 BUSINESS PHONE: 9134412466 MAIL ADDRESS: STREET 1: 5425 MARTINDALE CITY: SHAWNEE STATE: KS ZIP: 66218 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICAL DYNAMICS INC DATE OF NAME CHANGE: 19910617 FORMER COMPANY: FORMER CONFORMED NAME: WEINCOR FINANCIAL CORP DATE OF NAME CHANGE: 19890406 S-8 1 CONFIDENTIAL As Filed with the Securities and Exchange Commission on November 1, 1996 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADVANCED FINANCIAL, INC. --------------------------------------------- (Exact Name of Issuer as specified in its charter) DELAWARE 84-1069415 (State of Incorporation) (IRS Employer Identification No.) 5425 Martindale Shawnee, Kansas 66218 (Address of Principal Executive Offices) Two Consulting Services Agreements, one with Amber Capital Corporation and one with National Producers Alliance Group Ltd., dated July 25, 1996, and October 1, 1996, respectively (Full Title of the Plans) Copy to: Norman L. Peterson, Chairman Donald G. Davis, Esq. 5425 Martindale Davis & Associates Shawnee, Kansas 66218 300 South Grand Avenue, Suite 1400 Telephone (913) 441-2466 Los Angeles, California 90071 Facsimile (913) 441-3284 Telephone (213) 680-9900 Facsimile (213) 680-4406 (Name, address and telephone number of Agent for Service) 1
CALCULATION OF REGISTRATION FEE =================================================================================================================== Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Aggregate Offering Registration Share Fee - -------------------------------------------------------------------------------------------------------------------- Common Shares (1) 500,000 (2) 1-3/8 $687,500 (3)$208.33 ($.001 par value) =====================================================================================================================
This Registration Statement, including exhibits, consists of 29 sequentially numbered pages. The Index to Exhibits appears on sequentially numbered page 10. - ---------------------- (Footnotes) (1) Shares registered are to be issued pursuant to two Consulting Services Agreements, each dated July 25, 1996, by and between the Company and Amber Capital Corporation, and the Company and Investor Resource Services, Inc., respectively. (2) Estimated as of October 30, 1996 pursuant to Rule 457 solely for the purpose of calculating the amount of the registration fee. (3) Pursuant to General Instruction E, the registration fee paid in connection herewith is based on the maximum aggregate price at which securities covered by this registration statement are proposed to be offered. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ---------------------------------------------------- Item 1. Plan Information. ----------------- Item 2. Registrant Information ----------------------- The information required by Items 1 and 2 of Part I, to the extent applicable, is included in documents sent or given to the participants/consultants. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Certain Documents by Reference The following specific documents of Advanced Financial, Inc. (the "Company"), previously filed with the Securities and Exchange Commission, are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since March 31, 1996, the end of the fiscal year covered by the Company's Annual Registration Statement filed on Form 10- KSB. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10-KSB filed under the Securities Exchange Act of 1934, including any amendment or reports filed for the purpose of updating such description. (d) A Registration Statement on Form S-1 filed under the Securities Act of 1933, on September 3, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this Registration Statement, 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. 3 Item 4. Description of Securities ------------------------- Not applicable: The class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- 1. The Delaware General Corporation Law, under which the Company is incorporated, gives a corporation the power to indemnify any of its directors, officers, employees, or agents who are sued by reason of their service in such capacity to the corporation provided that the director, officer, employee, or agent acted in good faith and in a manner he believed to be in or not opposed to the best interests of the corporation. With respect to any criminal action, he must have had no reasonable cause to believe his conduct was unlawful. 2. The Company's Certificate of Incorporation provides for indemnification of officers and directors as follows: Each person who was or is made a party or is threatened to be made a party or is involved in any action, suit or proceeding, whether civil, criminal administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors 4 and administrators; provided, however, that except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition: provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. Item 7. Exemption from Registration Claimed ----------------------------------- Not applicable. Item 8. Exhibits -------- See the Exhibit Index at page 10 of this Registration Statement. Item 9. Undertakings ------------ A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; 5 (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the even that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in 6 the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shawnee, State of Kansas, on the 28th day of October, 1996. ADVANCED FINANCIAL, INC. By /s/ William E. Moffatt ----------------------- William E. Moffatt President and Chief Executive Officer 8 Signature Title Date - --------- ----- ---- /s/ Norman L. Peterson Chairman, October 10, 1996 - ---------------------- Director -- Norman L. Peterson /s/ William E. Moffatt President and Chief October 10, 1996 - ----------------------- Executive Officer/ -- William E. Moffatt Director /s/ Deborah K. Towery Chief Financial Officer October 10, 1996 - --------------------- -- Deborah K. Towery /s/ Daniel Starozewski Director October 15, 1996 - ---------------------- -- Daniel Starozewski Director October , 1996 - ------------------- -- Steven A. White /s/ Thomas G. Schleich Director October 17, 1996 - ---------------------- -- Thomas G. Schleich 9 INDEX TO EXHIBITS ----------------- Exhibit Sequentially Number Description Numbered Page - ------ ----------- ------------- 3.1 Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-2 filed with the Securities and Exchange Commission on January 31, 1992) 3.2 Certificate of Amendment to the Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-2 filed with the Securities and Exchange Commission on January 31, 1992) 3.3 Bylaws of Registrant (Incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-2 filed with the Securities and Exchange Commission on January 31, 1992) 3.4 Specimen common stock certificate of $.001 par value Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-2 filed with the Securities and Exchange Commission on January 31, 1992) 10 Exhibit Sequentially Number Description Numbered Page - ------ ----------- ------------- 4.1 Consulting Services Agreement dated 12 July 25, 1996, between Registrant and Amber Capital Corporation 4.2 Consulting Services Agreement dated 18 July 25, 1996, between Registrant and National Producers Alliance Group Ltd. 5.1 Opinion of Law Offices of 24 Davis & Associates 24.1 Consent of KPMG Peat Marwick, LLP 27 Certified Public Accountants 24.2 Consent of Law Offices of 29 Davis & Associates 11 EX-4.1 2 CONSULTING SERVICES AGREEMENT - AMBER CAPITAL EXHIBIT 4.1 CONSULTING SERVICES AGREEMENT Consulting Services Agreement dated July 25, 1996, between Registrant and Amber Capital Corporation CONSULTING AGREEMENT OF October 1, 1996 by and between ADVANCED FINANCIAL, INC., 5425 Martindale, Shawnee, KS 66218 (the "Company"), and AMBER CAPITAL CORPORATION, 2 Spur Lane, Rolling Hills, CA 90274 or its assignees ("Consultant"). WHEREAS, Consultant is in the business of assisting public companies in financial relations; and WHEREAS, the Company desires to retain Consultant to provide certain specified service for the Company. NOW, THEREFORE, in consideration of the mutual covenants and promised contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. DUTIES AND INVOLVEMENT 1.1. The Company hereby engages the Consultant to provide public relations services. Such services will generally include advice to and consulting with the Company's management concerning marketing surveys, investor profile information, methods of expanding investor support and increasing investor awareness of the Company and its products and/or services. The Consultant will provide assistance in preparation and format of due diligence meetings, and attendance at conventions and trade shows. 1.2. Consultant acknowledges that neither it nor any of its employees or affiliates is an officer, director, or agent of the Company, that in rendering advice or recommendations to the Company it is not and will not be responsible for any management decisions on behalf of the Company and that it is not authorized or empowered to commit the Company to any recommendation or course of action. The Company represents that Consultant does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. 2. TERMS This Agreement shall continue until twenty four (24) months from date of execution. 3. COMPENSATION Upon execution of this Agreement, as total and complete consideration for the services to be provided and expenses to be incurred (described below) by Consultant hereunder, the Company will issue and deliver to Consultant 250,000 shares of Common Stock of the Company (the "Shares") which the Company shall immediately register for free-trading under the Securities Act of 1933, as amended, by filing with the Securities and Exchange Commission a registration statement relating to such Shares on Form S-8. The Company shall pay such complete compensation to the Consultant by no later than October 15, 1996. 4. PAYMENT OF EXPENSES Consultant agrees to pay for all costs and expenses incurred by Consultant and its representatives and by third parties engaged by it in connection with the performance of the financial and public relations services provided for herein. 5. SERVICES NOT EXCLUSIVE Consultant shall devote such of its time and effort necessary to the discharge of its duties hereunder. The Company acknowledges that Consultant is engaged in other business activities and that it will continue such activities during the term of this Agreement. Consultant shall not be restricted from engaging in other business activities during the term of this Agreement. 12 6. CONFIDENTIALITY Consultant acknowledges that it may have access to confidential information regarding the Company and its business. Consultant agrees that it will not, during or subsequent to the term of this Agreement except as reasonably required in the performance of its services hereunder, divulge, furnish, or make accessible to any person (other than with the written permission of the Company) any knowledge or information or plans of the Company with respect to the Company or its business, including, but not limited to, the products of the Company, whether in the concept or development state or being marketed by the Company on the effective date of this Agreement or during the term hereof. 7. COVENANT NOT TO COMPETE During the term of this Agreement, Consultant warrants, represents and agrees that it will not complete directly with the Company in the Company's primary industry or related fields. 8. REGISTRATION OF SECURITIES As provided hereinabove, the Company will immediately file with the Securities and Exchange Commission a registration statement on Form S-8 including the Shares. The Company will undertake to comply with the various states securities laws and regulations with respect to the registration of the Shares. The Company undertakes to make available for review and comment by Consultant, on a timely basis and prior to submission with any regulatory agency, copies of the registration statement. 8.1. At all times following registration of the Shares and continuing for not less than twelve (12) months following such registration, the Company shall maintain and be current on all filings with the United States Securities and Exchange Commission, appropriate state securities departments and, as may by required, with the National Association of Securities Dealers, Inc., the Nasdaq SmallCap Market, and/or national or regional stock exchanges necessary to allow the Shares to be freely tradable in the public market. 8.2. The Company agrees during the term of this Agreement it will not without the prior written approval of the Consultant issue any common stock pursuant to Regulation S. of the General Regulations of the Securities and Exchange Commission or any registration of the Company's securities by means of a Form S-8 registration statement. 9. CERTAIN REPRESENTATIONS AND WARRANTIES In order to give comfort to the Consultant, the Company represents and warrants the following: 9.1. The Company will furnish to Consultant, as requested, all information concerning the Company which is relevant to its past, current and planned operations, including, without limitation (I) financial statements, including current cash received and disbursed (ii) issuance of stock, stock options or warrants, including the pricing of such stock and stock rights (iii) terms or employment agreements, including benefits of all types (iv) all Board of Directors resolutions (v) all borrowing of any type (vi) shareholder lists (vii) monthly reports from the Depository Trust Corporation ("DTC") or similar organization and (viii) all transactions among affiliates or controlling persons of the Company. 9.2. The Company is authorized and has the full power to issue such Shares and to file a registration statement on Form S-8 for such Shares. Such issuance or registration thereof will not violate any agreement, covenant, understanding, arrangement or otherwise with any party, broker, agent, or entity. 10. INVESTMENT REPRESENTATION The Company represents and warrants that it has provided Consultant access to all information available to the Company concerning its condition, financial and otherwise, its management, its business and its prospects. The Company 13 represents that it has provided Consultant with all copies of the Company's filings for the prior 12 months made under the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended the ("Exchange Act"), if any (the "Disclosure Documents"). Consultant acknowledges that the acquisition of the securities to be issued to Consultant involves a high degree of risk. Consultant represents that it and its advisors have been afforded the opportunity to discuss the Company with its management. The Company represents that it has and will continue to provide Consultant with any information or documentation necessary to verify the accuracy of the information contained in the Disclosure Documents and will promptly notify Consultant upon the filing of any registration statement or other periodic reporting documents filed pursuant to the Act or the Exchange Act. The Company hereby represents that it does not currently have any of its securities in registration and further agrees to refrain from offering for sale any additional securities of the Company and from filing any additional registration statements during the term of this Agreement other than as provided for herein without the consent of Consultant. 11. ASSIGNMENT This Agreement may be assigned without the written consent of the Company but shall be binding upon the successors of the parties. 12. ARBITRATION Any dispute, controversy or claim between the Company and Consultant arising out of or related to this Agreement, or breach thereof, shall be settled by arbitration, which shall be conducted in accordance with the rules of the American Arbitration Association then in effect. Any award shall be binding and conclusive for all purpose thereof, may include injunctive relief, as well as orders for specific performance, and may be entered as a final judgment in any court of competent jurisdiction. No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in any other manner, parties other than the Company or Consultant and other persons substantially involved in common questions of fact or law whose presence is required if complete relief is to be afforded in arbitration. The costs and expenses of such arbitration shall be borne in accordance with the determination of the arbitrator and may include reasonable attorney's fees. Each party hereby further agrees that service of process may be made upon it by registered or certified mail, express delivery or personal service at the address provided for herein. 13. INDEMNIFICATION 13.1 The Company agrees to indemnify and hold harmless Consultant and its agents and employees against any losses, claims, damages or liabilities, joint or several, to which Consultant or any such other person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions, suits or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, any preliminary prospectus, the prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated herein or necessary to make the statements therein not misleading; and will reimburse Consultant or any such other person for any legal or other expenses reasonably incurred by Consultant or any such other person in connection with investigating or defending any such loss, claim, damage, liability, or action, suit or proceeding; provided, however, that the Company will no be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission from the registration statement, any preliminary prospectus, the prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by Consultant specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. 13.2. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, suit or proceeding, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than 14 under this Section. In case any such action, suit or proceeding is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. 14. NOTICES All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon delivery personally or by courier ( such as FedEx or similar express delivery service) to the party to be notified. Notice to each party shall be addressed to the attention of the officer at the address set forth beneath the signature line, or to such other officer or addresses as either party may designate upon at least ten days' notice to the other party. 15. GOVERNING LAW This Agreement shall be constructed by and enforced in accordance with the laws of the State of Florida. 16. ENTIRE AGREEMENT This Agreement contains the entire understanding and agreement between the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by both parties. 17. NON-WAIVER A delay or failure by either party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right. 18. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same agreement. 19. BINDING EFFECT The provisions of this Agreement shall be binding upon the parties, their successors and assigns. 20. EFFECTIVE DATE The effective date of the Agreement is October 1, 1996. 15 IN WITNESS WHEREOF, the parties here to have executed and delivered this Agreement to be effective as of the day and year above written. ADVANCED FINANCIAL, INC. By: /S/ NORMAN L. PETERSON ------------------------------------ Norman L. Peterson, Chairman & CEO 5425 Martindale, Shawnee, KS 66218 AMBER CAPITAL CORPORATION By: /S/ STEPHANIE S. ARNOLD ------------------------------------ Stephanie S. Arnold, President 2 Spur Lane, Rolling Hills, CA 90274 16 EX-4.2 3 CONSULTING SERVICES AGREEMENT NATIONAL PRODUCERS EXHIBIT 4.2 CONSULTING SERVICES AGREEMENT Consulting Services Agreement dated October 1, 1996, between Registrant and National Producers Alliance Group Ltd. CONSULTING AGREEMENT OF October 1, 1996 by and between ADVANCED FINANCIAL, INC., 5425 Martindale, Shawnee, KS 66218 (the "Company"), and NATIONAL PRODUCERS ALLIANCE GROUP LTD., 46 Nottingham Way, Haines City, Florida 33844 or its assignees ("Consultant"). WHEREAS, Consultant is in the business of assisting public companies in financial relations; and WHEREAS, the Company desires to retain Consultant to provide certain specified service for the Company. NOW, THEREFORE, in consideration of the mutual covenants and promised contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. DUTIES AND INVOLVEMENT 1.1. The Company hereby engages the Consultant to provide public relations services. Such services will generally include advice to and consulting with the Company's management concerning marketing surveys, investor profile information, methods of expanding investor support and increasing investor awareness of the Company and its products and/or services. The Consultant will provide services in the field of radio, television, and internet exposure. 1.2. Consultant acknowledges that neither it nor any of its employees or affiliates is an officer, director, or agent of the Company, that in rendering advice or recommendations to the Company it is not and will not be responsible for any management decisions on behalf of the Company and that it is not authorized or empowered to commit the Company to any recommendation or course of action. The Company represents that Consultant does not have, through stock ownership or otherwise, the power to control the Company nor to exercise any dominating influence over its management. 2. TERMS This Agreement shall continue until twenty four (24) months from date of execution. 3. COMPENSATION Upon execution of this Agreement, as total and complete consideration for the services to be provided and expenses to be incurred (described below) by Consultant hereunder, the Company will issue and deliver to Consultant 250,000 shares of Common Stock of the Company (the "Shares") which the Company shall immediately register for free-trading under the Securities Act of 1933, as amended, by filing with the Securities and Exchange Commission a registration statement relating to such Shares on Form S-8. The Company shall pay such complete compensation to the Consultant by no later than October 15, 1996. 4. PAYMENT OF EXPENSES Consultant agrees to pay for all costs and expenses incurred by Consultant and its representatives and by third parties engaged by it in connection with the performance of the financial and public relations services provided for herein. 5. SERVICES NOT EXCLUSIVE Consultant shall devote such of its time and effort necessary to the discharge of its duties hereunder. The Company acknowledges that Consultant is engaged in other business activities and that it will continue such activities during the term of this Agreement. Consultant shall not be restricted from engaging in other business activities during the term of this Agreement. 17 6. CONFIDENTIALITY Consultant acknowledges that it may have access to confidential information regarding the Company and its business. Consultant agrees that it will not, during or subsequent to the term of this Agreement except as reasonably required in the performance of its services hereunder, divulge, furnish, or make accessible to any person (other than with the written permission of the Company) any knowledge or information or plans of the Company with respect to the Company or its business, including, but not limited to, the products of the Company, whether in the concept or development state or being marketed by the Company on the effective date of this Agreement or during the term hereof. 7. COVENANT NOT TO COMPETE During the term of this Agreement, Consultant warrants, represents and agrees that it will not complete directly with the Company in the Company's primary industry or related fields. 8. REGISTRATION OF SECURITIES As provided hereinabove, the Company will immediately file with the Securities and Exchange Commission a registration statement on Form S-8 including the Shares. The Company will undertake to comply with the various states securities laws and regulations with respect to the registration of the Shares. The Company undertakes to make available for review and comment by Consultant, on a timely basis and prior to submission with any regulatory agency, copies of the registration statement. 8.1. At all times following registration of the Shares and continuing for not less than twelve (12) months following such registration, the Company shall maintain and be current on all filings with the United States Securities and Exchange Commission, appropriate state securities departments and, as may by required, with the National Association of Securities Dealers, Inc., the Nasdaq SmallCap Market, and/or national or regional stock exchanges necessary to allow the Shares to be freely tradable in the public market. 8.2. The Company agrees during the term of this Agreement it will not without the prior written approval of the Consultant issue any common stock pursuant to Regulation S. of the General Regulations of the Securities and Exchange Commission or any registration of the Company's securities by means of a Form S-8 registration statement. 9. CERTAIN REPRESENTATIONS AND WARRANTIES In order to give comfort to the Consultant, the Company represents and warrants the following: 9.1. The Company will furnish to Consultant, as requested, all information concerning the Company which is relevant to its past, current and planned operations, including, without limitation (I) financial statements, including current cash received and disbursed (ii) issuance of stock, stock options or warrants, including the pricing of such stock and stock rights (iii) terms or employment agreements, including benefits of all types (iv) all Board of Directors resolutions (v) all borrowing of any type (vi) shareholder lists (vii) monthly reports from the Depository Trust Corporation ("DTC") or similar organization and (viii) all transactions among affiliates or controlling persons of the Company. 9.2. The Company is authorized and has the full power to issue such Shares and to file a registration statement on Form S-8 for such Shares. Such issuance or registration thereof will not violate any agreement, covenant, understanding, arrangement or otherwise with any party, broker, agent, or entity. 10. INVESTMENT REPRESENTATION The Company represents and warrants that it has provided Consultant access to all information available to the Company concerning its condition, financial and otherwise, its management, its business and its prospects. The 18 Company represents that it has provided Consultant with all copies of the Company's filings for the prior 12 months made under the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended the ("Exchange Act"), if any (the "Disclosure Documents"). Consultant acknowledges that the acquisition of the securities to be issued to Consultant involves a high degree of risk. Consultant represents that it and its advisors have been afforded the opportunity to discuss the Company with its management. The Company represents that it has and will continue to provide Consultant with any information or documentation necessary to verify the accuracy of the information contained in the Disclosure Documents and will promptly notify Consultant upon the filing of any registration statement or other periodic reporting documents filed pursuant to the Act or the Exchange Act. The Company hereby represents that it does not currently have any of its securities in registration and further agrees to refrain from offering for sale any additional securities of the Company and from filing any additional registration statements during the term of this Agreement other than as provided for herein without the consent of Consultant. 11. ASSIGNMENT This Agreement may be assigned without the written consent of the Company but shall be binding upon the successors of the parties. 12. ARBITRATION Any dispute, controversy or claim between the Company and Consultant arising out of or related to this Agreement, or breach thereof, shall be settled by arbitration, which shall be conducted in accordance with the rules of the American Arbitration Association then in effect. Any award shall be binding and conclusive for all purpose thereof, may include injunctive relief, as well as orders for specific performance, and may be entered as a final judgment in any court of competent jurisdiction. No arbitration arising out of or relating to this Agreement shall include, by consolidation or joinder or in any other manner, parties other than the Company or Consultant and other persons substantially involved in common questions of fact or law whose presence is required if complete relief is to be afforded in arbitration. The costs and expenses of such arbitration shall be borne in accordance with the determination of the arbitrator and may include reasonable attorney's fees. Each party hereby further agrees that service of process may be made upon it by registered or certified mail, express delivery or personal service at the address provided for herein. 13. INDEMNIFICATION 13.1 The Company agrees to indemnify and hold harmless Consultant and its agents and employees against any losses, claims, damages or liabilities, joint or several, to which Consultant or any such other person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions, suits or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, any preliminary prospectus, the prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated herein or necessary to make the statements therein not misleading; and will reimburse Consultant or any such other person for any legal or other expenses reasonably incurred by Consultant or any such other person in connection with investigating or defending any such loss, claim, damage, liability, or action, suit or proceeding; provided, however, that the Company will no be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission from the registration statement, any preliminary prospectus, the prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by Consultant specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have. 13.2. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, suit or proceeding, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section, notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than 19 under this Section. In case any such action, suit or proceeding is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. 14. NOTICES All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon delivery personally or by courier ( such as FedEx or similar express delivery service) to the party to be notified. Notice to each party shall be addressed to the attention of the officer at the address set forth beneath the signature line, or to such other officer or addresses as either party may designate upon at least ten days' notice to the other party. 15. GOVERNING LAW This Agreement shall be constructed by and enforced in accordance with the laws of the State of Florida. 16. ENTIRE AGREEMENT This Agreement contains the entire understanding and agreement between the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by both parties. 17. NON-WAIVER A delay or failure by either party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right. 18. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same agreement. 19. BINDING EFFECT The provisions of this Agreement shall be binding upon the parties, their successors and assigns. 20. EFFECTIVE DATE The effective date of the Agreement is October 1, 1996. 20 IN WITNESS WHEREOF, the parties here to have executed and delivered this Agreement to be effective as of the day and year above written. ADVANCED FINANCIAL, INC. By: /S/ WILLIAM B. MORRIS ---------------------------------------- William B. Morris, Secretary 5425 Martindale, Shawnee, KS 66218 NATIONAL PRODUCERS ALLIANCE GROUP, LTD. By: /S/ ROBERT C. STASTNY ---------------------------------------- Robert C. Stastny, President 46 Nottingham Way, Haines City, FL 33844 21 EX-5.1 4 OPINION OF LAW OFFICES EXHIBIT 5.1 OPINION OF LAW OFFICES OF DAVIS & ASSOCIATES November 1, 1996 Advanced Financial, Inc. 5425 Martindale Shawnee, Kansas 66218 Re: Advanced Financial, Inc. Registration Statement on Form S-8 Gentlemen: We are acting as special counsel for Advanced Financial, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of 500,000 shares of the Company's common shares (the "Shares"), pursuant to two consulting services agreements (the "Contracts"). A Registration Statement on Form S-8 covering the Shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission. In rendering the opinions expressed herein, we have reviewed such matters of law and of fact as we have deemed necessary, have examined copies of such agreements, instruments, documents and records as we have deemed relevant, and have obtained such written representations from representatives of both the Company and the recipients of these shares, as we have deemed appropriate. In rendering the opinions expressed herein, we have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon; the legal capacity of all natural persons executing such documents; the conformity of original documents to all documents submitted to us as certified or conformed copies or photocopies; and the completeness and accuracy of the certificates of and representation letters examined by us. We have made no independent factual investigation with regard to any such matters. It is our opinion that the Shares, when issued and sold in accordance with the terms of the Contracts, will be legally issued, fully paid and nonassessable. 22 Advanced Financial, Inc. Page 2 November 1, 1996 We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm therein. Respectfully submitted, Law Offices of Davis & Associates By /S/ DONALD G. DAVIS ------------------------------- Donald G. Davis 23 EX-24.1 5 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 24.1 CONSENT OF KPMG PEAT MARWICK LLP ACCOUNTANTS' CONSENT The Board of Directors Advanced Financial, Inc. We consent to the use in this Registration Statement of Advanced Financial, Inc. on Form S-8, of our report dated June 30, 1996 on the consolidated financial statements of Advanced Financial, Inc. and subsidiaries as of March 31, 1996 and 1995, and for the years then ended. Our report dated June 30, 1996, contains an explanatory paragraph that states the Company has incurred net losses of $3,184,577 and $3,963,497 during the years ended March 31, 1996 and 1995. These losses, along with other matters as set forth in note 2, raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. KPMG Peat Marwick LLP ------------------------------------ KPMG Peat Marwick LLP Kansas City, Missouri October 28, 1996 24 EX-24.2 6 CONSENT OF LAW OFFICES EXHIBIT 24.2 CONSENT OF LAW OFFICES OF DAVIS & ASSOCIATES (set forth in the Opinion of Law Offices of Davis & Associates included as Exhibit 5.1) 25 -----END PRIVACY-ENHANCED MESSAGE-----