UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2000
Golden Chief Resources, Inc.
Kansas 0-12809 48-0846635
(State of (Commission (IRS Employer
Incorporation) File Number) ID Number)
406 Griffith Avenue Terrell, Texas 75160
(Address of principal executive offices)
(972) 524-8215
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
On August 31, 2000 Registrant entered into an agreement to
acquire 100% of the issued and outstanding common stock of MJM Oil
and Gas, Inc ("MJM"). MJM is a privately held oil and gas operating
company located in Richardson, Texas. MJM operates approximately 150
oil and gas wells in the State of Texas. The Agreement calls for
Registrant to issue up to 215,000,000 common shares, or so many
thereof as required to equal thirty percent (30%) of the then issued
and outstanding shares to MJM shareholders in exchange for all shares
of MJM. The proposed transaction is contingent upon Registrant's
completion of a proposed offering of common stock (or other equity
transaction) resulting in gross proceeds to the Registrant of a
minimum of $10,000,000 for use in the exploitation, enhancement and
development of the MJM properties. MJM currently operates the JFS
Field in which Registrant owns a 10% working interest. As of this
date Registrant has 164,141,890 shares outstanding.
Item 2. Acquisition or Disposition of Assets.
See Item 1 above.
Item 3. Bankruptcy or Receivership.
N/A
Item 4. Changes in Registrant's Certifying Accountant.
N/A
Item 5. Other Events.
N/A
Item 6 Resignation of Registrant's Directors:
N/A
Item 7. Financial Statements, Pro Forma Financial Information arid Exhibits.
(a) Pro Forma Financial Information
Registrant has engaged a CPA firm to complete the required audits
of MJM, and financial statements will be prepared and submitted at
the earliest possible date.
(b) Financial Statements
See Item (a) above.
(c) Exhibits
Acquisition agreement between Golden Chief Resources, Inc.,
MJM Oil and Gas, Inc., and William W. Jackson.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGNED on this the 7th day of September, 2000.
Golden Chief Resources, Inc.
By: /s/ James W. Landrum
James W. Landrum, President
Item 7(c) Exhibit to Form 8-K dated September 7, 2000
PLAN OF ACQUISITION
By and Between
GOLDEN CHIEF RESOURCES, INC.
WILLIAM W. JACKSON, and
MJM OIL & GAS, INC.
Dated as of September 7, 2000
PLAN AND AGREEEMENT OF PURCHASE
THIS PLAN AND AGREEMENT OF PURCHASE ("Agreement") is entered into as of
September 7, 2000, by and between Golden Chief Resources Inc., a Kansas
corporation ("GCRI"), William W. Jackson ("Jackson"), and MJM Oil & Gas,
Inc. ("MJM"), a Texas corporation.
WITNESSETH:
WHEREAS, Jackson is the owner of 215,000 shares of common stock, par
value $0.01 per share of MJM, constituting all the issued and
outstanding shares of capital stock of MJM;
WHEREAS, GCRI desires to purchase and acquire all of Jackson's shares
of MJM and Jackson desires to sell the same to GCRI as hereinafter set
forth; and
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants
herein contained, the parties hereto hereby agree as follows:
ARTICLE I
PURCHASE
1.01 Acquisition of Jackson Stock. Subject to the terms and conditions of
this Agreement, Golden Chief will exchange and Jackson will exchange and
deliver to GCRI on the Closing Date his certificates for 100% of the
outstanding and issued shares of stock in MJM duly endorsed to GCRI.
1.02 Purchase Price. In exchange for the shares transferred by Jackson to
GCRI pursuant to Paragraph 1.01, GCRI will issue and cause to be delivered
to Jackson on the Closing Date 215,000,000 shares of pre-split (see section
3.08) common stock of GCRI or such greater number of shares of GCRI
necessary to equal Thirty percent (30%) of the then issued and outstanding
shares of common stock in GCRI on the Closing Date.
1.03 Closing. Subject to the conditions precedent set forth herein, this
Agreement shall be consummated at the office of MJM, 100 N. Central
Expressway, Suite 714, Richardson, Texas 75080, on or before December 1,
2000, at 10:00 o'clock A.M. or thirty (30) days after completion of offering
whichever is later (the "Closing Date"). Consummation shall include the
delivery by Jackson and GCRI of the shares of Capital Stock provided for in
Paragraph 1.01 and 1.02.
ARTICLE II
STOCK TRANSFER AND EXCLUDED PROPERTIES
2.01 Excluded Assets. Upon the Closing, Date the oil and gas properties
listed on Exhibit "A" will remain in MJM to the extent of its interest. It
is understood by the parties hereto that MJM intends to assign all or part
of the other (Non-Exhibit "A") oil and gas properties currently owned by MJM
to a third party "AS IS" and "WHERE IS," without representations or
warranties. Third party will assume and indemnify MJM for all liabilities,
obligations, and claims arising out of said transferred assets or that
assert claims subject to said transferred assets, and all duties and
obligations of MJM in respect to said properties, whether arising under any
law, regulation rule or contract.
2.02 Securities Restrictions. The shares of GCRI to be transferred to
Jackson will be restricted shares subject to Rule 144 promulgated under the
Securities Act of 1933 ("Securities Act"). The shares will bear a legend
that they are restricted shares and have not been registered under the
Securities Act, as amended, and may not be sold or otherwise transferred
except (1) (A) pursuant to an effective registration statement registering
the shares under the Act or (B) upon receipt by the issuer of an opinion of
its counsel that such transaction does not violate the Securities Act or the
applicable laws of any State and (2) upon approval of such transaction by a
Resolution adopted by the Board of Directors of issurer.
ARTICLE III
RESTRUCTURE OF GCRI AND MJM AFTER THE PURCHASE
3.01 Jackson Duties. On the Closing, Jackson shall be elected to the Board
of Directors of GCRI and shall become an employee of GCRI in the position of
President and Chief Operating Officer of GCRI. Jackson will retain his
position as President of MJM until the Board of Directors shall otherwise
determine.
3.02 Executive Committee. By the Closing Date, the Bylaws of GCRI shall
have been amended to create an Executive Committee of at least three (3)
members. Initial members of the Executive Committee shall be William W.
Jackson, James W. Landrum and Michael McIlvain.
3.03 Amendment to ByLaws. By the Closing Date, the Bylaws of GCRI shall
have been amended in order that the following actions will require approval
of at least a majority of the members of the Executive Committee, and that
Jackson shall be one of the assenting votes:
a. Issuance of additional shares of stock;
b. Undertaking a capital expenditure exceeding $100,000;
c. Borrowing funds from a financial institution;
d. Selling assets having a market value exceeding $100,000; and
e. Granting stock options to existing shareholders or third parties.
3.04 Jackson Employment Contract. On the Closing Date, GCRI shall enter
into an Employment Agreement with Jackson in the form of Exhibit "B"
attached hereto and made a part hereof for all purposes. Any Employment
Agreement between Jackson and MJM will be terminated by Jackson without
further liability of MJM and MJM will have no employment agreements with any
employee that is not an employment at will agreement.
3.05 Landrum Employment Contract. Contemporaneously with the execution of
the Jackson Employment Agreement, the existing Employment Agreement of James
W. Landrum with GCRI, providing that he serve as GCRI's president, will be
amended to provided that Landrum will serve as the CEO of GCRI.
3.06 MJM Board. On the Closing Date a special meeting of the shareholders
and directors of MJM will be held at which William W. Jackson, James W.
Landrum, and Michael McIlvain will be elected to and constitute the Board of
Directors of MJM. Any other directors serving as of that date will either
tender their resignation from the Board of MJM on the Closing or be removed
from the Board pursuant to the Bylaws of MJM.
3.07 Subsidiary Status. On the Closing Date MJM shall become a wholly owned
subsidiary of GCRI.
3.08 Recapitalization. GCRI contemplates in connection with this
transaction and the proposed Offering or financing and prior to Closing Date
that it will effect a reverse split on its outstanding and issued stock.
After the reverse split GCRI will be recapitalized to have 50,000,000
authorized shares of stock. The shares of stock to be issued to Jackson
will be based on the number of shares of GCRI issued and outstanding stock
after the reverse split, anticipated to be 10,000,000 total issued shares
including those issued to Jackson.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF JACKSON AND MJM
Jackson and MJM represent and warrant to GCRI that the following
matters set forth in this Article IV are true and correct as of the date
hereof and will be true and correct as of the Date of Closing:
4.01 Title to Stock. Jackson is the record and beneficial holder of all
outstanding shares of MJM, and Jackson will transfer title to such shares to
GCRI at Closing.
4.02 Capital Stock of MJM. The authorized capital stock of MJM consists of
215,000 shares of common stock, par value $.01 per share, of which 215,000
shares are issued and outstanding and no shares are held in treasury. All
of the issued and outstanding shares of MJM's common stock have been duly
authorized and are validly issued, fully paid and nonassessable. There are
no outstanding options, warrants, rights, agreements, contracts, calls,
commitments, demands of any character, or requirements of any applicable
laws, which would obligate MJM to issue any securities, including securities
convertible into or evidencing the right to purchase any securities of MJM.
4.03 Authorization; Enforceability. Jackson and MJM have all necessary
power, authority and capacity to execute and deliver this Agreement and the
other documents and instruments to be delivered pursuant hereto and to
consummate the right granted to GCRI herein and the stock transfer called
for above. This agreement has been duly and validly executed and delivered
by Jackson and MJM and constitutes the legal, valid and binding obligation
of Jackson and MJM enforceable against Jackson and MJM, their heirs,
successors or assigns in accordance with its terms.
4.04 Due Organization. MJM is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas and has
all requisite corporate power and authority to own or lease its properties
and to conduct its business as now, owned, leased or conducted, and is duly
qualified to do business as a foreign corporation, in all states where it is
doing business, and is in good standing in all jurisdictions in which the
nature of its business as now conducted or the character of the property
owned or leased by it makes such qualification necessary. MJM has no
subsidiaries. MJM has provided GCRI with true, correct and complete copies
of the Articles of Incorporation and Bylaws of MJM.
4.05 No Conflicts; Approvals. The execution, delivery and performance of
this Agreement by Jackson and MJM will not (a) conflict with or result in a
breach of any provision of the Articles of Incorporation or Bylaws of MJM,
or (b) result in any conflict with, breach of, or default (or give rise to
any right to termination, cancellation or acceleration or loss of any right
or benefit) under or require any consent or approval which has not been
obtained with respect to any of the terms, conditions or provisions of any
contract or agreement to which MJM or Jackson is a party or by which any of
them is bound. No action, consent or approval by, or filing by MJM or
Jackson with any court or governmental body or agency is required in
connection with the execution, delivery or performance by Jackson of this
Agreement, except for any such action, consent, approval or filing which has
been obtained or made prior to the date hereof.
4.06 No Undisclosed Liabilities. MJM has no existing debt with a financial
institution or other liabilities other than those arising in the ordinary
course of business consistent with past practice, both in nature and amount,
none of which results from, arises out of, relates to, is in the nature of,
or was caused by any breach of contract, breach of warranty or tort.
4.07 MJM Properties. MJM has good and marketable title to all of its
interest in the oil and gas properties listed on Exhibit "A", together with
all production casing, fixtures and personal property situated on said wells
and leases.
4.08 Availability of Books and Records. Subsequent to the execution of this
Agreement MJM and Jackson will cooperate with and make all of their books
and records available to GCRI for inspection and they represent that all of
the books, minutes, accounts and records of MJM and Jackson as made
available are and will be true, correct and complete.
4.09 Assets. Subsequent to the date of the execution of this Agreement MJM
will not make any transfer of Exhibit "A" assets in excess of twenty five
percent (except those referred to in 2.01) or incur any debts, claims or
obligations, or permit the lapse of any lease, royalty interest, permit,
bond, or insurance policy, voluntarily or involuntarily, that would result
in a materially adverse change in MJM's financial condition.
4.10 Taxes. MJM has no tax liabilities that are not reflected on its books
and records.
4.11 Proposed Financing. Jackson and MJM will cooperate fully in connection
with GCRI's efforts to arrange the proposed Offering or financing. MJM and
Jackson will further cooperate in connection with any proposed
restructuring, and will furnish any information requested in connection with
arrangements for the proposed Offering or financing requested by parties to
such proposed Offering or financing.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF GCRI
GCRI hereby represents and warrants to Jackson that the following
matters set forth in this are true and correct as of the date hereof and
will be true and correct as of the Closing Date:
5.01 Authorization; Enforceability. GCRI has the corporate power and
authority to execute and deliver this Agreement and the other documents and
instruments to be delivered pursuant hereto and to consummate the right
granted to GCRI granted herein; provided, however, if GCRI shareholder
approval is required for any action such approval may be obtained prior to
Closing. GCRI's execution, delivery and performance of this Agreement and
the transactions contemplated hereby have been duly and validly authorized
by all necessary corporate action on the part of GCRI. This Agreement has
been duly and validly executed and delivered by GCRI and constitutes the
legal, valid and binding obligation of GCRI, enforceable against GCRI in
accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency and similar laws from time to time in effect and general
principles of equity.
5.02 Due Organization. GCRI is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, and it is
duly authorized, qualified and licensed under all applicable laws to carry
on its business in the places and in the manner now conducted, except where
the failure to be so authorized, qualified or licensed would not have a
material adverse effect on its business.
5.03 No Conflicts; Approvals. The execution, delivery and performance of
this Agreement by GCRI will not (a) conflict with or result in a breach of
any provision of the charter or bylaws of GCRI, (b) result in any conflict
with, breach of, or default (or give rise to any right to termination,
cancellation or acceleration or loss of any right or benefit) under or
require any consent or approval which has not been obtained with respect to
any of the terms, conditions or provisions of any material contract or
agreement to which GCRI is a party or by which it is bound or (c) violate
any order, law, rule or regulation applicable to GCRI or by which it is
bound. No action, consent or approval by, or filing by GCRI with, any court
or governmental body or agency is required in connection with the execution,
delivery or performance by GCRI of this Agreement, except for any such
action, consent, approval or filing which has been obtained or made prior to
the date hereof.
5.04 No Undisclosed Liabilities. GCRI has no existing debt with a financial
institution or other liabilities other than those arising in the ordinary
course of business consistent with past practice (both in nature and amount)
(none of which results from, arises out of, relates to, is in the nature of,
or was caused by any breach of contract, breach of warranty or tort).
Nothing in this paragraph precludes the anticipated Offering or financing
contemplated in Section. 6.02.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
6.01 Conditions. The obligation of the Seller and the Purchaser to
consummate the sale and the Plan of Acquisition in this Agreement shall be
subject to the conditions precedent specified in this Article VI.
6.02 Financing. That on or before November 1, 2000 GCRI will, by a public
or private offering, or combination thereof, consummate an offering of
authorized but unissued shares of the common stock of GCRI (an "Offering")
or such other means satisfactory to the parties and have raised the sum of
$10,000,000.00, before cost and expenses of the Offering. Notwithstanding
the foregoing, if the offering has not been completed due to delays in the
effectiveness of a registration statement brought about by the review of
such statement by staff of the SEC, such deadline shall be extended sixty
(60) days, and may be extended further by mutual written agreement of the
parties so long as GCRI continues to diligently respond to and negotiate
with the SEC to obtain the effectiveness of the registration statement.
6.03 Representations. The representations and warranties of the parties
contained in this Agreement shall be true as of the Closing Date and have
the same effect as though made on the Closing Date. MJM, Jackson and GCRI
shall have performed all obligations and complied with all covenants
required by this Agreement to be performed or complied with by them prior to
the Closing Date. MJM, Jackson and GCRI shall each deliver to the other a
certificate on the Closing Date and signed by Jackson or where for the
companies by the President, or a Vice- President, and the Secretary of the
companies, certifying to the truth of the representations and warranties
provided for herein.
6.04 Governmental Regulations. No action or proceeding by any governmental
body or agency shall have been threatened, asserted, or instituted against
MJM or GCRI to prohibit the consummation of the transaction contemplated by
this Agreement.
6.05 Permits. All Permits necessary to conduct the business of MJM and GCRI
shall be valid, subsisting and in place on the Date of Closing.
6.06 Asset Transfer. On the Closing Date, Jackson will furnish to GCRI an
opinion letter from its counsel that the transfer of assets to third parties
prior to closing provided for in 2.01 is not in violation of the rights of
any creditors of MJM.
6.07 Certificate. MJM will issue a written certificate to GCRI disclosing
all events, conditions, and facts materially affecting the business
prospects of MJM that have occurred in between the date of the instant
Agreement and the Date of Closing.
6.08 Shareholder Approval. If GCRI shareholder approval of any part of the
transaction is required, such approval shall exist prior to the Closing.
ARTICLE VII
SURVIVIAL OF WARRANTIES AND LIABILITIES
7.01 Continuing Representations. All statements of fact contained in this
Agreement, or in any certificate, letter, document or other instrument
delivered by or on behalf of MJM, Jackson or GCRI pursuant to this Agreement
shall be deemed representation and warranties made by any such party,
respectively, to each other party under this Agreement. The covenants and
all inspections, exemptions or audits on behalf of the parties and the
shares shall survive for a period of one (1) year following the Closing
Date.
ARTICLE VIII
MISCELLANEOUS
8.01 Cooperation. GCRI, Jackson, and MJM shall each deliver or cause to be
delivered to the other party such additional instruments as the other party
may reasonably request for the purpose of consummating the transactions
contemplated by this Agreement.
8.02 Successors and Assigns. This Agreement and the rights of the parties
hereunder shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and assigns.
8.03 Entire Agreement. This Agreement and the documents and instruments
delivered pursuant hereto constitute the entire agreement and understanding
between GCRI and Jackson and MJM and superseded any prior agreement or
understanding relating to the subject matter of this Agreement. This
Agreement may be modified or amended only by a written instrument executed
by GCRI and Jackson and MJM.
8.04 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
8.05 Notices. All notices or communications required or permitted hereunder
shall be in writing and may be given (i) by depositing the same in United
States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, (ii) by a reputable
overnight courier service, (iii) by facsimile (immediately confirmed by
telephone) or (iv) by delivering the same in person to an officer or agent
of such party. Notices shall be deemed to have been given (a) if sent by
United States mail, on the third day following mailing, (b) if sent by
overnight courier, on the business day following delivery by the sending
party to the courier service, (c) if sent by facsimile, on the day the
facsimile is confirmed as having been received or (d) if delivered in
person, when delivered. Notices shall be addressed as follows:
(a) If to Jackson or MJM:
William W. Jackson
MJM Oil & Gas, Inc.
100 N. Central Expressway, Suite 714
Richardson, Texas 75080
Telephone: 972.664.1070
Facsimile: 972.664.1077
(b) If to GCRI:
Golden Chief Resources, Inc.
406 Griffith Avenue
Terrell, Texas 75160
Attn: Jim Landrum
Telephone: 972.524.8215
Facsimile: 214.754.9162
8.06 Governing Law and Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas, without
regard to its conflict of law principles; provided, however, that any
provision for corporate restructuring will be governed by the law of the
State in which the affected corporation is chartered. Any and all suits,
legal actions or proceedings against any party to this Agreement arising out
of this Agreement or the transactions contemplated hereby shall be brought
in the United States District Court for the Northern District of Texas or in
any court of appropriate jurisdiction in Dallas County, Texas and each party
submits to and accepts the jurisdiction of such courts for the purposes of
any such suit, legal action, or proceeding.
8.07 Exercise of Rights and Remedies. Except as otherwise provided herein,
no delay of or omission in the exercise of any right, power or remedy
accruing to any party as a result of any breach or default by any other
party under this Agreement shall impair any such right, power or remedy, nor
shall it be construed as a waiver of or acquiescence in any such breach or
default, or of or in any similar breach or default occurring later; nor
shall any waiver of any single breach or default bc deemed a waiver of any
other breach of default occurring before or after that waiver.
8.08 Headings. The Section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.09 Severability. Any term or provision of this Agreement that is, invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any
other situation or in any other jurisdiction.
8.10 Expenses. GCRI, Jackson, and MJM will bear their own costs and
expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby. Jackson agrees
that GCRI has not borne and will not bear any of Jackson's costs and
expenses (including any of their legal fees and expenses) in connection with
this Agreement or any of the transactions contemplated hereby and none of
such expenses will be a liability of MJM on or after the date of the
exercise of the Option. No part of Jackson's or MJM's expenses in this
regard will be a liability of MJM on the Closing Date.
8.11 Construction. The parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules
and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" shall mean including without limitation.
The parties intend that each representation, warranty, and covenant
contained herein shall have independent significance. If any party has
breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty, or
covenant relating to the same subject matter (regardless or the relative
levels of specificity) which the party has not breached shall not detract
from or mitigate the fact that the party is in breach of the first
representation, warranty, or covenant.
8.12 Incorporation of Exhibits. The Exhibits identified in this Agreement
are incorporated herein by reference and made a part hereof.
8.13 Specific Performance. Each party acknowledges and agrees that the
other parties would be damaged irreparably in the event any of the
provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the parties
agrees that the other party shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof in
any action instituted in any court of the United States or any state thereof
having jurisdiction over the parties and the matter (subject to the
provisions set forth in Section 6.6), in addition to any other remedy to
which they may be entitled, at law or in equity.
8.14 Amendments. Neither GCRI nor MJM nor Jackson can amend this agreement
as follows unless in writing and signed by all parties:
(a) Extend the time for the performance under this Agreement of
any of the obligations of any other party;
(b) Waive any inaccuracies or misrepresentations contained in
this Agreement or any document delivered pursuant to the Agreement
made by any other party to this Agreement;
(c) Assign this Agreement or any right created by the Agreement
without the prior written consent of the other parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
"JACKSON"
/S/ William W. Jackson
William W. Jackson
"GCRI"
GOLDEN CHIEF RESOURCES, INC.
By: /S/ James Landrum
James Landrum
Title: President
By: /S/ Michael H. McIlvain
Michael H. McIlvain
Title: Executive Vice President
MJM OIL & GAS, INC.
BY: /S/ William W. Jackson
William W. Jackson
Title: President
EXHIBIT "A"
To Plan of Acquisition Between MJM Oil & Gas, Inc.
and Golden Chief Resources, Inc.
MJM Oil & Gas, Inc. Properties to Remain in MJM
1. Dove Creek Field Leases - Irion, Schleicher and Tom Green Counties,
Texas
2. Breedlove Field Leases - Martin County, Texas
3. JFS (Edwards) Field Properties - Dimmit County, Texas
4. Panhandle Red Cave Field Properties Moore, Potter Carson and
Hutchinson Counties, Texas
5. Fitzpatrick Lease Properties - Maverick County, Texas
6. Damon Field Properties - Brazoria County, Texas
It is understood by the parties that MJM does not necessarily own a 100%
interest in the above properties, but the actual ownership will be reflected
in the reserve study prepared by a third- party petroleum engineering firm.
Exhibit "B"
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on this _____ day of ______,
2000, by and between Golden Chief Resources, Inc., a Kansas corporation with
principal offices in Terrell, Texas, hereinafter referred to as "Company"
and William W. Jackson, a resident of the City of __________, State of Texas
hereinafter referred to as "Employee".
W I T N E S S E T H:
WHEREAS, Company is a duly organized and existing corporation in the
State of Kansas, and
WHEREAS, Company desires to employ Employee, and employee desires to be
employed by Company, upon all the terms and conditions as hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto do hereby agree as follows:
1. Employment - Company hereby employs Employee, and Employee
does hereby accept such employment, on the terms and conditions and for
the term hereinafter set forth.
2. Title and Position: - Employee shall be President of
Company and shall assume such other positions and titles in Company's
subsidiaries and affiliates as shall be mutually agreed between Company
and Employee and as such shall have all of the duties, rights,
responsibilities and privileges normally associated with those titles
and positions.
3. Effective Date of Employment - Notwithstanding the
execution date of this Agreement, for all purposes, the effective date
of employment shall be ___________
4. Term of Employment Agreement - This Agreement shall be for
a term of three (3) years, unless sooner terminated as hereinafter
provided. At the Expiration Date, this Agreement shall be considered
renewed for regular periods of one (1) year, provided neither party
submits a notice of termination.
5. Duties, Services, and Responsibilities - Following are the
duties and services which employee shall be responsible to perform on
behalf of the Company:
a. Employee hereby agrees that during the term of this
Agreement, and any renewals or extensions hereof, he will devote
his full time and attention to the duties, responsibilities and
services hereinafter described. This shall not preclude employee
from being involved in other non-competing business enterprises
and for which he is separately compensated in his off duty hours.
b. The parties do hereby agree that Employee shall have the
responsibility and the authority to:
i. Execute and perform the duties of President and
Chief Operating Officer as set out in the Bylaws of the
corporation and as they are normally understood to be in
industry.
ii. Assist in the formation and securance of debt and
equity capital; recruitment of key personnel; establishment
of strategic business relationships; and all other resources
necessary to fully execute the business plan of Company as
may from time-to-time be modified and agreed.
c. Employee will faithfully, and to the best of his skill and
ability diligently perform all duties and services as may, from
time to time, be assigned to him by Company, in addition to the
duties and services related to his position described above in
Paragraph 4 (b).
d. Company reserves the right to establish reasonable rules and
regulations restricting the conduct and performance of the duties
and services of Employees and any and all other employees hired by
Company, and to establish work schedules for Employee, and any and
all other employees hired by Company. Employee agrees diligently
to observe all rules, regulations and schedules, to carry out all
orders, directions and Policies of Company, communicated to him in
writing or orally, and to follow and abide by all rules,
procedures, regulations or laws which may govern the business of
Company, if any, by all applicable governmental authorities.
e. Employee agrees, during the term of this Agreement, and any
renewals or extensions hereof, to conduct himself in such a manner
as not to bring himself or the Company in public or professional
disrepute or dispute, or in any manner that would subject him or
Company to public ridicule or scorn, or which would offend against
public decency or morality.
6. Compensation - Company agrees to pay and Employee agrees to
accept as full and complete compensation for all services rendered
by Employee under and pursuant to this Agreement, the following:
a. A "Base Salary" of TWO HUNDRED THOUSAND DOLLARS
($200,000.00) per year for the thirty-six months of this
Agreement. The Company agrees to pay Employee said salary monthly
in two equal installments, payable on the 15th and last day of
each month that the term of this Agreement is in existence, or any
renewals or extensions hereof; provided, however, no salary
installment shall be considered delinquent if paid by Company on
or before fifteen (15) days subsequent to the due date. The total
salary shall continue at the same rates unless otherwise modified
in writing by the parties.
b. Employer represents and warrants to Employee that Employer
shall adopt during fiscal year 2000 a medical and dental insurance
plan to cover certain employees of Employer. Upon adoption,
Employer shall include Employee in the hospital, surgical,
medical, and dental benefit plan adopted by the Employer, a copy
of which shall be attached to and incorporated by reference into
this Agreement without the necessity of amendment hereto.
Employer shall also purchase key man life insurance covering the
life of Employee in an amount not less than $500,000.00. Benefits
payable under the key man life policy purchased shall be payable
equally to the Employer and the heirs of Employee as designated by
Employee in accordance with the policy.
c. Employee shall be entitled to participate with other
employees of Company in all fringe benefits or incentive
compensation plans authorized and adopted from time to time by
Company, in the same amounts, and on the same basis as the other
executive officers of company, including, without limitation, the
following: a pension plan, a profit sharing plan, a medical
reimbursement plan, a group life insurance plan, a disability
income plan, or any other employee benefit plan adopted by Company
on behalf of its employees from time to time. If the employment
of employee is terminated for any reason whatsoever, other than
death, Employee may, at his own election, acquire any insurance
policies within 90 days after termination of his employment.
d. Nothing herein contained shall be construed to prevent
Company from paying to Employee a bonus or bonuses during the term
hereof, or any renewals or extensions, if, in the sole judgment of
Company, Employee warrants an additional bonus or bonuses.
e. The Employee is authorized to incur reasonable business
expenses for promoting the business of the Employer, including
expenditures for entertainment, gifts, and travel, and including
use and exploitation of any club membership of Employer. The
Employer will reimburse the Employee for all such expenses upon
the Employee's presentation and itemized account of such
expenditures. Further, Employer shall reimburse Employee for
Employee's reasonable costs of commuting to and from the
workplace.
f. Except by mutual agreement, all compensation paid to
Employee hereunder shall be subject to the customary withholding
taxes and other employment taxes as required by law with respect
to compensation paid by a corporation to one of its employees.
g. Employee shall be granted by the Board of Directors the
following options to purchase shares of the Company's pre-split
common stock as follows: 10,000,000 shares priced at $0.10 per
share for a ten (10) year period, and 10,000,000 shares priced at
$0.20 per share also for a ten (10) year period. Such option
grants shall be executed separately, but made a part of this
agreement.
h. Employer shall provide Employee with automobile
transportation during the term hereof. At the conclusion of any
lease period for such automobile, Employer shall provide Employee
with the option of either (i) continuing the lease with the lessor
or (ii) acquiring the automobile, pursuant to the provisions of
the lease agreement. In the event Employer purchases title to an
automobile for the purpose of complying with this paragraph, then
Employee shall be entitled to acquire title to the automobile by
either assuming any purchase money note secured by the automobile
or, if the automobile has not been financed by Employer, tendering
the wholesale value as determined by the latest publication of the
NADA book of automobile values to Employer. Until such time as a
vehicle is secured, Employee shall be paid a car allowance of $500
per month, and shall be reimbursed for actual operating expenses
of said vehicle.
i. Employer represents and warrants to Employee that in the
event Employer shall acquire membership to a country club, health
club, dinner club or other entertainment, sports or golf club of
any nature, that Employee and Employee's family shall be
registered on such membership as users thereof and entitled to all
the benefits of membership for the term of this Agreement.
Expenses incurred by Employee while exploiting such membership
that are incurred while conducting business for the benefit of
Employer shall be paid by Employer. Expenses incurred by Employee
or Employee's family while exploiting such membership for personal
or family benefit shall be paid by Employee.
j. The Employer shall indemnify and defend the Employee for
and against any and all losses sustained by the Employee as a
direct result of, or in any way connected with, the discharge of
his duties required by this Agreement.
k. The Employer will provide the Employee with a private
office, secretarial and stenographic services, and any other
facilities and services as reasonably requested by Employee and as
are suitable to the Employee's position or required for the
performance of his duties. At will, Employee shall be entitled to
acquire such facilities and services as determined by Employee to
be reasonable.
l. Employer shall provide Employee with any and all
corporate and other records, data, information, filings, reports,
memoranda, resolutions, Articles of Incorporation, by-laws,
accountings, financial publications and any other material of any
kind or character of Employer (collectively the "Records"),
including Records of any partner, parent, affiliate, division or
other entity having any interest whatsoever in the affairs and
business of Employer, as, requested by Employee for the
fulfillment of his employment.
7. Time Off From Employment Duties
a. Employee shall be allowed time off from his employment
duties without loss of compensation during the primary term of
this Agreement, or any renewal or extended term thereof, as
follows: (i) Employee shall be allowed fifteen (15) days during
the first and second years of employment; and (ii) Employee shall
be allowed twenty (20) days thereafter the same constituting
"Vacation Leave". In addition to said Vacation Leave, Employee
shall be entitled each year to the following paid holidays: July
4th (Independence Day), Memorial Day, Labor Day, Good Friday,
Thanksgiving Day, Friday after Thanksgiving Day, Christmas Day and
New Year's Day. Employee understands and agrees that working days
and time off from employment duties granted hereby shall not be
cumulative from term to term.
b. Employee shall be entitled to the standard Company
policy regarding "Sick Leave".
8. Termination of Employment
a. The Board of Directors of Company only, shall have the
right to terminate the employment of Employee, at any time,
without notice, in the event of the following contingency:
i. This Agreement may not be terminated by Employer
except upon final conviction of Employee in a court of last
resort for a felony involving one or more crimes of moral
turpitude or theft of Employer's property. Employer
acknowledges the receipt and sufficiency of adequate and
valuable consideration for releasing any right to terminate
this Agreement other than as aforesaid.
b. Upon termination as in (i) above, Employee shall be
entitled to receive only the compensation accrued but unpaid as of
the date of termination and shall not be entitled to additional
compensation by way of severance pay, accrued but unused vacation
pay or otherwise.
c. Employee shall, on the date of termination hereof
regardless of how such termination shall occur, deliver to an
officer of Company all equipment and supplies, books, information
systems, customer lists, inter-company trade secret documentation
or memoranda, or any other items of personal property, of any
nature whatsoever, as may have been furnished by Company to
Employee for his use and/or, benefit in connection with Company's
business or otherwise and shall vacate the offices and other
facilities as may be furnished by Company to Employee.
d. In the event Company terminates this Agreement for a
reason other than as set forth in Paragraph 8 (a) (i), above,
Employee shall be entitled to receive severance payment of 24
months salary plus an amount equal to 50% of all performance
bonuses earned during the previous 12 months, and shall be granted
such stock due under option grants for Company common stock as yet
unexercised.
e. In the event Company is acquired or a change of control
occurs, Employee has the right upon written notice within ninety
(90) days of such event, to terminate this Agreement and receive a
severance package consisting of those listed in (d) directly
above, along with any and all benefits that would accrue to
Employee pursuant to state or federal law.
f. Although Employer cannot terminate this Agreement or
Employer's obligations hereunder other than as expressed in
paragraph 8 (a) (i) above, Employer is permitted to replace
Employee with another or effect a change in Employee's employment
during the term hereof. In the event that Employer replaces
Employee or otherwise effects a change in Employee's position as
expressed herein at any time, the Employee shall be entitled to
the compensation that would have been earned by the Employee and
the benefits expressed herein had no replacement or other change
been effected and such replacement or change in position shall not
terminate or in any way prejudice any stock options provided
Employee as required hereunder. Upon such replacement or change,
Employer's obligations to Employee hereunder shall not extinguish
for three (3) years due to the continuing term of this Agreement
as expressed in Paragraph 4 above.
9. Trade Secrets During the term of employment, the Employee
will have access to and become familiar with various trade secrets,
consisting of patents, patents pending, formulas, devices, secret
inventions, processes, and compilations of information, records, and
specifications, owned by the Employer and regularly used in the
operation of the business of the Employer. The Employee shall not
disclose any such trade secrets, directly or indirectly, nor use them
in any way, either during the term of this Agreement or at any time
thereafter, except as required in the course of his employment. All
files, records, documents, drawings, specifications, equipment, and
similar items relating-to the business of the Employer, whether or not
prepared by the Employee, shall remain the exclusive property of the
Employer and shall not be removed from the premises of the Employer
under any circumstances without the prior written consent of the
Employer.
10. Miscellaneous Terms, Covenants and Agreements
a. Relationship of the Parties. The parties hereto do
hereby stipulate and agree that the relationship created by this
Agreement between Company 'and Employee is strictly that of an
employer and employee and nothing more. Nothing herein contained
shall be construed to create the relationship of partners, joint
venturers or otherwise, between Company and Employee, or between
any other employees of Company and Employee.
b. Notice. Any notices or other communications required or
which may be given under the terms of this Agreement, unless
otherwise specifically provided herein, shall be reduced to
writing and sent by registered or certified mail, postage prepaid
and if directed to Company, addressed to it at its principal
office in the City of Terrell, State of Texas, which, at the time
of the execution of this Agreement, is as follows:
Golden Chief Resources, Inc.
406 Griffith Avenue
Terrell, Texas 75160
and, if directed to Employee, addressed to him at the following
address:
William W. Jackson
100 N. Central Expressway
Richardson, Texas 75080
Either party hereto may, by prior written notice to the
other, change the place or person to whom any notice or
communication shall be given hereto. Except as may otherwise be
provided by the express terms hereof, the date of service of any
notice or other communication hereunder shall be the date upon
which the same is received by the party to whom addressed,,
provided however a written notice that is given hereunder by
registered or certified mail which shall go unclaimed shall be
deemed to be received by the party to whom addressed on the date
of the first notice of attempted delivery by the United States
Postal Service.
c. Waiver of Breach. No waiver of any of the
provisions hereof shall be binding unless first reduced to writing
and signed by the party or parties sought to be charged therewith.
Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any one time or
more times be deemed a waiver or relinquishment of such right or
power at any other time or times by either party hereto.
d. Applicable Law. This Agreement has been executed in the
State of Texas and shall be performed principally within said
State; and as a result thereof the same shall be construed in
accordance with the laws of the State of Texas and shall be
enforceable only in the courts of said state.
e. Amendment or Modification. No amendment or
modification of the term of this Agreement shall be binding upon
any party hereto unless first reduced to writing, approved by the
Board of Directors and executed by Employee and the President of
the Company.
f. Entirety This Agreement constitutes the entire
understanding and agreement by and between the parties hereto
relative to the subject matter set forth herein. No prior
negotiations, statements, warranties, representations or
agreements, oral or written, not specifically set forth or
incorporated herein, shall be permitted to alter or vary or add to
the written terms of this Agreement, nor shall the same be binding
upon any party hereto.
g. Assignability. This Agreement shall not be assigned in
whole or in part by Employee, nor may any of the monetary
consideration or compensation payable hereunder be assigned in
whole or in part without the prior written consent of Company.
h. Succession. The Agreement shall be binding upon and
inure to the benefit of Employee, his heirs, legal and personal
representatives and shall be binding upon and inure to the benefit
of Company, its successors and assigns.
i. Partial Invalidity. In the event any provision of this
Agreement or any amendments or modifications hereof shall be held
to be invalid by a court of competent jurisdiction over the
enforceability or the terms of this Agreement, the same shall not
affect, in any respect whatsoever, the validity of the remaining
provisions of this Agreement.
j. Ownership. Nothing herein contained shall be construed
expressly or implied, to give Employee any direct interest in the
tangible or intangible assets of Company.
k. Paragraph Headings. All paragraph titles or captions
contained herein are for convenience only and shall not be deemed
a part hereof or be utilized to explain, modify or interpret any
of the provisions hereof.
l. Duplicate Originals. Any fully executed copy of this
Agreement shall be deemed for all purposes to be a duplicate
original hereof.
m. Attorneys Fees. In the event of any litigation,
arbitration or other dispute arising out of this Agreement, the
prevailing party will be entitled to recover all costs and
attorneys fees incurred including those incurred in any appeals.
IN WITNESS WHEREOF, the parties hereto have signed and executed this
Agreement on the day and year first above written.
COMPANY
Golden Chief Resources, Inc.
BY:____________________________________
M. H. McIlvain
Executive Vice President
EMPLOYEE
_______________________________________
William W. Jackson