SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NUTEK, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 87-0374623
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6330 McLeod Drive, Suite 1, Las Vegas NV 89120
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(Address of Principal Executive Offices) (Zip Code)
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LEGAL SERVICES AGREEMENT
(Full Title of Plan)
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Murray N. Conradie
Chief Executive Officer
6330 McLeod Drive, Suite 1
Las Vegas, Nevada, 89120
(Name and Address of agent for service)
Tel (702) 262-2061
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(Telephone Number, including area code, of agent for service)
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Copy to:
Law Offices of Neil J. Beller
7408 West Sahara Avenue
Las Vegas, Nevada 89117
(702) 368-7767
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE (2)
=============================================================================
Common Stock, 1,458,333 shares $0.06 $87,500 $0.00
par value
$.001 per share
=============================================================================
(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(c)and 457(h)promulgated pursuant to the
Securities Act of 1933. The Offering Price is estimated as the average of the
previous five day bid and asked prices.
=============================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information.
ITEM 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by NUTEK, INC., a Nevada
corporation ("Nutek" or the "Registrant"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated into this registration
statement ("Registration Statement") by reference:
(i) Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), dated January 24, 2000; and
(ii) Registrant's quarterly reports on Form 10-QSB for the quarters
ended March 31, 2000, 2001, 2002; June 30, 2000, 2001, 2002; September 30,
2000, 2001, 2002 and the annual reports for the years ended December 31, 2000
and December 31, 2001.
All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to each participant in the written compensation contracts, upon written
or oral request of such person, a copy (without exhibits, unless such exhibits
are specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Shares being registered herein are being issued to the Law Offices of
Neil J. Beller, Ltd, the Law Offices of Harold P. Gewerter, Esq., Ltd and the
Law Offices of Barry K. Rothman. These law firms are the Registrant's
attorneys of record for legal services that are to be provided or have been
provided to the Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement have any equity or other interest
in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Articles of Incorporation for the Company do
contain provisions for indemnification of the officers and directors; in
addition, Section 78.751 of the Nevada General Corporation Laws provides as
follows: 78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
1) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
5
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10-SB as filed with the Commission on January 24, 2000).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
4.1 Legal Services Contract with Neil J. Beller dated March 6,
2003 for legal Services. (filed herewith).
4.2 Legal Services Contract with Harold Gewerter dated February 28,
2003 for legal Services. (filed herewith).
4.3 Legal Services Contract with Barry K. Rothman. dated March 3,
2003 (filed herewith).
5.1 Opinion of Neil J. Beller. (filed herewith).
23.1 Consent of Gary V. Campbell, CPA, Ltd, Certified Public
Accountants (filed herewith).
23.2 Consent of Neil J. Beller. (Included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
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 to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information in the Registration Statement; and
(iii) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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 Las Vegas, State of Nevada, on this 7th day of March, 2003.
NUTEK, INC.
By: /s/ Murray N. Conradie
---------------------------
Murray N. Conradie
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 7th day of March, 2003.
SIGNATURE TITLE
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/s/ Murray N. Conradie Chief Executive Officer and Chairman
-------------------------- of the Board (principal executive officer)
Murray N. Conradie
/s/ Jason F. Griffith, CPA Chief Financial Officer and Corporate Secretary
-------------------------- (Principal Financial and Accounting Officer)
Jason F. Griffith, CPA
7
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10-SB as filed with the Commission on January 24, 2000).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
4.1 Legal Services Contract with Neil J. Beller dated March 6,
2003 for legal Services. (filed herewith).
4.2 Legal Services Contract with Harold Gewerter dated February 28,
2003 for legal Services. (filed herewith).
4.3 Legal Services Contract with Barry K. Rothman. dated March 3,
2003 (filed herewith).
5.1 Opinion of Neil J. Beller. (filed herewith).
23.1 Consent of Gary V. Campbell, CPA, Ltd, Certified Public
Accountants (filed herewith).
23.2 Consent of Neil J. Beller. (Included in Exhibit 5.1).
TYPE: EX-4 OTHERDOC
DESCRIPTION: LEGAL SERVICES AGREEMENT
Exhibit 4.1
LEGAL SERVICES AGREEMENT
WITH NEIL J. BELLER
This legal services agreement ("Services Agreement") is made as of this
6th day of March, 2003, by and between Neil J. Beller of the Law Offices of
Neil J. Beller, Ltd. of 7408 West Sahara Avenue, Las Vegas, NV 89117
("Consultant") and NUTEK, INC., of 6330 McLeod Drive, Suite 1, Las Vegas, NV
89120, (referred to herein as the "Company").
The Company's board members have unanimously agreed to retain the services of
Neil J. Beller of the Law Offices of Neil J. Beller, Ltd. The Parties hereto,
for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
1. Services. The Company shall retain Neil J. Beller to assist in the process
of shareholders obtaining physical delivery of their shares from various
brokerages and the reconciliation of the Company's issued shares. The
Consultant shall agree to make himself available for the foregoing purposes and
devote such business time and attention thereto as it shall determine is
required.
(certain other services have been omitted from this filing to maintain
client/attorney confidentiality and business strategy confidentiality)
2. Compensation. As compensation for entering into this Services Agreement
and for services to be rendered by the Law Offices of Neil J. Beller and the
Law Offices of Harold P. Gewerter, consultants shall be issued one million one
hundred and twenty five thousand (1,125,000) shares of the Company's common
stock, par value $.001 per share. The stock is to be issued pursuant to the
unanimous consent of the Company's Board of Directors. The shares shall be
issued and held in a third party escrow account as a retainer to guarantee
payment. Should payments not be made in cash, Consultant may elect to instruct
escrow agent to sell sufficient shares to cover any shortfalls up to the
outstanding amount owed for the services rendered. The Company hereby agrees
to register the shares of common stock on a Form S-8 registration statement and
the Company shall obtain the requisite opinion letter from its corporate
counsel as to the legality of such registration.
3. Miscellaneous.
3.1 Assignment. This Agreement is not transferable or assignable.
3.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies shall create a
valid and binding agreement between the parties.
3.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
3.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.
3.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
NUTEK, INC.
By: /s/ Murray N. Conradie
----------------------------
Murray N. Conradie, CEO
AGREED AND ACCEPTED
By: /s/ Neil J. Beller
-----------------------
Neil J. Beller
Law Offices of Neil J. Beller, Ltd.
TYPE: EX-4 OTHERDOC
DESCRIPTION: LEGAL SERVICES AGREEMENT
Exhibit 4.2
LEGAL SERVICES AGREEMENT
WITH HAROLD P. GEWERTER
This legal services agreement ("Services Agreement") is made as of this
28th day of February, 2003, by and between Harold P. Gewerter of the Law
Offices of Harold P. Gewerter, Esq., Ltd. of 228 South fourth Street, Suite
101, Las Vegas NV 89101 ("Consultant") and NUTEK, INC., 6330 McLeod Drive,
Suite 1, Las Vegas, NV 89120, (referred to herein as the "Company").
The Company's board members have unanimously agreed to retain the services of
Harold P. Gewerter of the Law Offices of Harold P. Gewerter, esq., Ltd. The
Parties hereto, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, hereby agree as follows:
1. Services. The Company shall retain Harold Gewerter to assist in the
process of shareholders obtaining physical delivery of their shares from
various brokerages and the reconciliation of the Company's issued shares. The
Consultant shall agree to make himself available for the foregoing purposes and
devote such business time and attention thereto as it shall determine is
required.
(certain other services have been omitted from this filing to maintain
client/attorney confidentiality and business strategy confidentiality)
2. Compensation. As compensation for entering into this Services Agreement
and for services to be rendered by the Law Offices of Neil J. Beller and the
Law Offices of Harold P. Gewerter, consultants shall be issued one million one
hundred and twenty five thousand (1,125,000) shares of the Company's common
stock, par value $.001 per share. The stock is to be issued pursuant to the
unanimous consent of the Company's Board of Directors. The shares shall be
issued and held in a third party escrow account as a retainer to guarantee
payment. Should payments not be made in cash, Consultant may elect to instruct
escrow agent to sell sufficient shares to cover any shortfalls up to the
outstanding amount owed for the services rendered. The Company hereby agrees
to register the shares of common stock on a Form S-8 registration statement and
the Company shall obtain the requisite opinion letter from its corporate
counsel as to the legality of such registration.
3. Miscellaneous.
3.1 Assignment. This Agreement is not transferable or assignable.
3.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies shall create a
valid and binding agreement between the parties.
3.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
3.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.
3.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
NUTEK, INC.
By: /s/ Murray N. Conradie
----------------------------
Murray N. Conradie, CEO
AGREED AND ACCEPTED
By: /s/ Harold P. Gewerter
-----------------------
Harold P. Gewerter
Law Offices of Harold P. Gewerter, Esq., Ltd.
TYPE: EX-4 OTHERDOC
DESCRIPTION: LEGAL SERVICES AGREEMENT
Exhibit 4.3
LEGAL SERVICES AGREEMENT
WITH BARRY K. ROTHMAN
This legal services agreement ("Services Agreement") is made as of this
3rd day of March 2003, by and between Barry K. Rothman of the Law Offices
of Barry K. Rothman of 1880 Century Park East, Suite 615, Los Angeles, CA 90067
("Consultant") and NUTEK, INC., 6330 McLeod Drive, Suite 1, Las Vegas, NV
89120, (referred to herein as the "Company").
The Company's board members have previously unanimously agreed to retain the
services of Barry K. Rothman of the Law Offices of Barry K. Rothman. The
Parties hereto, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, hereby agree as follows:
1. Services. The Company previously retained Barry K. Rothman to provide
legal representation for the Company. The Consultant agreed to make himself
available for those services and shall agree to make himself available for
additional foregoing purposes and devote such business time and attention
thereto as it shall determine is required.
(certain other services have been omitted from this filing to maintain
client/attorney confidentiality and business strategy confidentiality)
2. Compensation. As compensation for entering into this Services Agreement
and for services already rendered Barry K. Rothman shall be issued three
hundred and thirty three thousand three hundred and thirty three (333,333)
shares of the Company's common stock, par value $.001 per share. The stock is
to be issued pursuant to the unanimous consent of the Company's Board of
Directors. The shares shall be issued to Barry K. Rothman and held in a third
party escrow account as a retainer to guarantee payment. Should monthly
payments not be made in cash, Consultant may elect to instruct escrow agent to
sell sufficient shares to cover any shortfalls up to the outstanding amount
owed for that month. The Company hereby agrees to register the shares of
common stock on a Form S-8 registration statement and the Company shall obtain
the requisite opinion letter from its corporate counsel as to the legality of
such registration.
3. Miscellaneous.
3.1 Assignment. This Agreement is not transferable or assignable.
3.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies shall create a
valid and binding agreement between the parties.
3.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
3.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.
3.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
NUTEK, INC.
By: /s/ Murray N. Conradie
----------------------------
Murray N. Conradie, CEO
AGREED AND ACCEPTED
By: /s/ Barry K. Rothman
-----------------------
Barry K. Rothman
Law Offices of Barry K. Rothman
TYPE: EX-5 OTHERDOC
SEQUENCE: 6
DESCRIPTION: OPINION ON LEGALITY
Law Offices of Neil J. Beller
7408 West Sahara Avenue
Las Vegas, Nevada 89117
(702) 368-7767
March 7, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Nutek, Inc.
Registration Statement on Form S-8
Gentlemen:
We are acting as special counsel to Nutek, Inc., a Nevada corporation
(the "Company"), in connection with the preparation for filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of 1,458,333 shares
("Shares") of the Company's common stock, par value $.001 per share ("Common
Stock"), which may be issued to Neil J. Beller of the Law Offices of Neil J.
Beller, Harold P. Gewerter of the Law Offices of Harold P. Gewerter, Esq., Ltd
and Barry K. Rothman of the Law Offices of Barry K. Rothman pursuant to the
respective Legal Services Contracts (the "Legal Services Agreements") dated
March 6, 2003, February 28, 2003 and March 3, 2003 respectively.
We have examined the Service Agreement and such corporate records,
documents, instruments and certificates of the Company, and have reviewed such
other documents as we have deemed relevant under the circumstances. In such
examination, we have assumed without independent investigation the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and the conformity of
any
documents submitted to us as copies to their respective originals. As to
certain questions of fact material to this opinion, we have relied without
independent investigation upon statements or certificates of public officials
and officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plans, will be legally issued, fully
paid and non-assessable.
In connection with this opinion, we have examined the Registration
Statement, the Company's Articles of Incorporation and By-laws, and such other
documents as we have deemed necessary to enable us to render the opinion
hereinafter expressed.
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of Nevada.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Opinions" in the prospectus included in the Registration Statement.
This opinion is conditioned upon the compliance by the Company with all
applicable provisions of the Securities Act of 1933, as amended, and such state
securities rules, regulations and laws as may be applicable.
Very truly yours,
/s/ Neil J. Beller
- -----------------------------------
Neil J. Beller
TYPE: EX-23 OTHERDOC
SEQUENCE: 7
DESCRIPTION: CONSENT OF EXPERTS
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Gary V.Campbell, CPA, Ltd
To Whom It May Concern:
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) which grants an aggregate of 1,458,333 Shares
of Common stock of Nutek, Inc., under a certain "Compensation Agreement" with
Neil J. Beller of the Law Offices of Neil J. Beller, Harold P. Gewerter of the
Law Offices of Harold P. Gewerter, Esq., Ltd and Barry K. Rothman of the Law
Offices of Barry K. Rothman and to the incorporation by reference therein of
the consolidated financial statements of the Company included in its
Registration Statement and the quarterly reports filed with the Securities and
Exchange Commission.
/s/ Gary V. Campbell
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Gary V. Campbell, CPA, Ltd
March 7, 2003