U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERCOM TECHNOLOGIES CORP.
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(Exact name of registrant as specified in its charter)
New York 13-2932511
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
AMBASSADOR CAPITAL GROUP, INC. CONSULTING AGREEMENT
MID-CONTINENTAL SECURITIES CORP. CONSULTING AGREEMENT
STEVEN L. SISKIND, ESQ. LEGAL CONSULTING AGREEMENT
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(Full Title of Plan)
Dominick Pope, 195 Tenth Avenue, New York, New York 10011
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(Name and Address of Agent for Service)
(212) 924-7595
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(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered (1) Share Price Fee
- -----------------------------------------------------------------------------
Common Stock 173,090 $.25 $43,273 $67.14
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
as amended, the Registration Statement also covers an indeterminate
amount of shares to be offered or sold as a result of any adjustments
from stock splits, stock dividends or similar events.
(2) Based on the average bid and asked price of the Company's common stock
in over-the counter trading on March 25, 1999.
PROSPECTUS
INTERCOM TECHNOLOGIES CORP.
195 Tenth Avenue
New York, New York 10306
(173,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale of INTERCOM TECHNOLOGIES
CORP. a New York corporation (the "Company") of shares of its $.0001 par value
common stock (the "Common Stock") to certain consultants of the Company (the
"Consultants") pursuant to agreements entered into between the Company and the
Consultants. The Company is registering hereunder and then issuing upon receipt
of adequate consideration therefor to the Consultants 173,090 shares of the
Common Stock in consideration for services rendered under the agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
16 (b) of the Exchange Act (See General Information -- Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board under the symbol ICTM.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of this Prospectus is March 25, 1999
This Prospectus is not part of any Registration Statement which was filed
and been effective under the Securities Act of 1933 as amended (the Securities
Act) and does not contain all of the information set forth in the Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (The
Commission) under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Intercom Technologies
Corp., 195 Tenth Avenue, New York, New York 10011.
The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports and other information filed by the Company under the
Exchange Act may be reviewed and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street N.C. Washington, D. C 20549.
Copies may be obtained at the prescribed rates. In addition the Common Stock is
quoted on the automated quotation system maintained by the National Association
of Securities Dealers, Inc. (NASD). Thus, copies of these reports, and other
information may also be examined at the offices of the NASD at 1735 K Street
N.W. Washington, DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has not been a change
in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
Page
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PART I .......................................................... 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ............ 1
ITEM 1. PLAN INFORMATION ....................................... 1
GENERAL INFORMATION ............................................. 1
The Company ..................................................... 1
Purpose ......................................................... 1
Common Stock .................................................... 1
The Consultant .................................................. 1
No Restrictions on Transfer ..................................... 1
Tax Treatment to the Consultant ................................. 1
Restrictions on Resale .......................................... 2
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION .... 2
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION ............................................ 2
Legal Opinion and Experts ....................................... 2
Indemnification of Officers and Directors ....................... 3
PART II ......................................................... 3
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT .............. 3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ................ 3
ITEM 4. DESCRIPTION OF SECURITIES .............................. 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ................. 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS .............. 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED .................... 6
ITEM 8. EXHIBITS ............................................... 6
ITEM 9. UNDERTAKINGS ........................................... 6
SIGNATURES ...................................................... 8
EXHIBIT INDEX ................................................... 9
iii
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan information
GENERAL INFORMATION
The Company
The Company has its principal offices at 195 Tenth Avenue, New York, New
York, 10010 (212) 924-7597
Purposes
The Common Stock will be issued by the Company pursuant to agreements
entered into between the Consultants and the Company and approved by the Board
of Directors of the Company (the "Board of Directors"). The agreements are
intended to provide a method whereby the Company will be able to use the
services of the Consultants in connection with financial advice pertaining to
the Company's business affairs as the Company may from time to time reasonably
request. Copies of the agreements have been filed as an exhibit to this
registration Statement.
COMMON STOCK
The Board has authorized the issuance of up to 173,000 shares of the Common
stock to the Consultants upon effectiveness of this registration statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to the
Company on a non-exclusive basis for the purpose of promoting the interests of
the Company.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultants
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultants, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer.
1
Restrictions of Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
Documents Incorporated By Reference and Additional Information
The Company hereby incorporates by reference (i) its annual report of Form
10K-SB for the year ended September 30, 1998, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Forms 10-QSB filed under the Securities or
Exchange Act subsequent to any filed form 10K-SB, as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any,
to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus of any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Request should be
addressed to the Company at 195 Tenth Avenue, New York, New York, 10011.
Legal Opinions and Experts
Steven L. Siskind has rendered an opinion on the validity of the
securities being registered. Mr. Siskind is not an "affiliate" of the
Company and does not have a substantial interest in the registrant. (See
PART II, ITEM 5 - Interests of Named Experts and Counsel)
The financial statements of INTERCOM TECHNOLOGIES CORP. incorporated by
reference in the Company's Annual Report (Form 10K-SB) for the year ended
September 30, 1998 have been audited by Nelson Mayoka and Company, Certified
Public Accountants, independent auditors, as set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
2
such report given upon the authority of the firm as experts in auditing and
accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c) below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report, if any, whether filed pursuant
to Section 13(a) or 15(d) of the Exchange Act;
(b) All other report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The latest prospectus, if any, filed pursuant to Rule 424(b) under
the Securities Act.
Item 4. Description of Securities
The securities being registered are common stock $.0001 par value.
Item 5. Interests of Named Experts and Counsel
Steve L. Siskind, who is rendering the legal opinion for this registration,
will benefit from the registration of shares under the terms of his legal
consulting agreement.
Item 6. Indemnification of Directors and Officers
Section 722 of the New York Business Corporation Law empowers a New York
Corporation to indemnify any person who is, or is threatened to be made, a part
to any threatened, pending or completed action, suit or preceding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
an officer or director of such corporation, or is or was serving at the request
3
of such corporation as a director, officer employee or agent or another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, has no reasonable cause to
believe his conduct was unlawful. A New York corporation may indemnify any
person made, or threatened to be made, a party to an action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind, domestic or
foreign, of any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in or, in the case of service for any
other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation,
except that no indemnification under this paragraph shall be made in respect of
(1) a threatened action, or a pending action which is settled or otherwise
disposed of, or (2) any claim issue or matter as to which such person shall have
been adjudged to be liable to the corporation, unless and only to the extent
that the court on which the action was brought, or, if no action was brought,
any 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 portion of the settlement amount and expenses as
the court deems proper. The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be entitled
under a corporation's by-laws, an agreement, vote or otherwise.
Article IX of the Corporation's By-Laws provides as follows:
Section 1. The Corporation shall indemnify any person, made a party to an
action by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he, his testator or intestate, is or was a director
or officer of the corporation, against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with the
defense of such action, or in connection with an appeal therein, except in
relation to matters as to which such director or officer is adjudged to have
breached his duty to the Corporation. The indemnification authorized under this
Section 1 shall in no case include:
(a) Amounts paid in settling or otherwise disposing of a threatened action,
or a pending action with or without court approval, or
(b) Expenses incurred in defending a threatened action, or a pending action
which is settled or otherwise disposed of without court approval.
Section 2. The Corporation shall indemnify any person, made, or threatened
to be made, a party to an action or proceeding other than one by or in the right
4
of the Corporation to procure a judgment in its favor, whether civil or
criminal, including an action by or in the right of any other Corporation of any
type or kind, domestic or foreign, which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
Corporation or served such other Corporation in any capacity, against judgments,
fines and amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in the best interest of
the corporation, and, in criminal actions or proceedings in addition, had no
reasonable cause to believe that his conduct was unlawful. The termination of
any such civil or criminal action or proceeding by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not in
itself create a presumption that any such director or officer did not act, in
good faith, for a purpose which he reasonably believed to be in the best
interest of the Corporation or that he had reasonable cause to believe that his
conduct was unlawful.
Section 3. To the extent that a director, officer or employee or the agent
of the Corporation has been wholly successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Sections 1 or 2, he shall be entitled to indemnification as
authorized in such Sections.
Section 4. Any indemnification under Sections 1 or 2 (unless ordered by a
court) shall 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 because he has met the applicable standard
of conduct set forth in Sections 1 and 2. Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Section 5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Section.
Section 6. The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
5
Section 7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Section.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8 Registration
Statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
Exhibit No. Title
4. Not Applicable
5. Opinion of Steve L. Siskind regarding the legality of
the securities registered.
10.1 Consulting Agreement with Ambassador Capital
Group, Inc.,
10.2 Consulting Agreement with Mid-Continental Securities Corp.
10.3 Legal Consulting Agreement Steve L. Siskind
15. Not Required
23.1 Consent of Steve L. Siskind, to the use of his
opinion with respect to the legality of the
securities being registered hereby contained in Item
5, above.
23.2 Consent of Nelson, Mayoka & Company, Certified Public
Accountants
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes to file during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement of
any material change to such information in the Registration Statement.
6
2. The undersigned Registrant hereby undertakes 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 that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned Registrant hereby undertakes to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
4. The undersigned Registrant hereby 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 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement related to the securities
offered therein, and the offering of such securities at such time shall be
deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
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 its is against public policy as expressed in the Act,
and will be governed by the final adjudication of such issue.
THIS PAGE INTENTIONALLY LEFT BLANK
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in New York, New York, on the
date set forth below.
Dated: March 25, 1999
INTERCOM TECHNOLOGIES CORP.
By: /s/Dominick Pope
------------------------
Dominick Pope, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Corporation and in the capacities and on the dates indicated.
Dated: March 25, 1999 /s/Dominick Pope
----------------------------------
Dominick Pope, Principal Financial
and Accounting Officer & Director
Dated: March 25, 1999 /s/David Lutzker
-----------------------
David Lutzker, Director
Dated: March 25, 1999 /s/Marvin Sands
----------------------
Marvin Sands, Director
8
Form S-8 Registration Statement
EXHIBIT INDEX
The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
5. Opinion of Counsel 10
10. Consulting Agreement with Ambassador
Capital Group, Inc. 11
10.1 Consulting Agreement with
Mid-Continental Securities, Inc. 13
10.2 Legal Consulting Agreement with
Steven L. Siskind 15
23.1 Consent of Steven L. Siskind 10
(included in Opinion of Counsel - Exhibit 5)
23.2 Consent of Nelson Mayoka and Company 17
Certified Public Accountants
9
Law Offices
Steven L. Siskind
Suite 403
645 Fifth Avenue
New York, NY 10022
---
(212) 750-2002
Fax (212) 371-8527
Member of New York Florida Office,
and Flordia Bars One Financial Plaza
Suite 2626
Ft. Lauderdale, FL 33394
(305) 523-2626
EXHIBIT 5
March 25, 1999
Intercom Technologies Corp.
195 Tenth Avenue
New York, NY 10011
Gentlemen:
I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, relating to
173,090 shares of common stock, $.001 par value per share (the "Shares") of
Intercom Technologies Corp. (the "Company"), which Shares have been issued
pursuant to the Company's consulting agreements and plans filed as exhibits to
the Registration Statement (collectively, the "Agreement").
I have examined the Certificate of Incorporation, as amended, and the
By-laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies, certified to my satisfaction, of such records of
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, documents and such other documents
and instruments as in my judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In examination of the foregoing documents, I have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreement
and the Shares, when issued against payment therefor, in accordance with the
terms of the Agreement, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
----------------------
Steven L. Siskind
SLS:eg
10
EXHIBIT 10
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 1st day of March, 1999,
by and between designees of Ambassador Capital Group, Inc., a corporation
organized under the laws of the State of Nevada, with principal offices at 515
Madison Avenue, New York, New York (the "Consultant"), and Intercom Technologies
Corp., a corporation organized under the laws of the State of New York with
principal offices at 195 Tenth Avenue, New York, New York (the "Company").
WHEREAS, Consultant has rendered valuable consulting services to the
Company and shall continue to render such services from time to time; and
WHEREAS, the parties hereto desire to memorialize Consultant's
services and compensate Consultant therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The Company hereby recognizes and agrees that Consultant has rendered,
and will continue to render consulting advice to the Company
specifically relating to transactions not of a capital raising nature,
consisting of, but not limited to, consulting for mergers and
acquisition, corporate filings and other general services in connection
with proposed mergers with various companies ("Consulting Services").
2. In consideration for the Consulting Services rendered and to be
rendered by Consultant to the Company, the Company hereby agrees to
issue to Consultant 86,545 shares of common stock of the Company (the
"Shares"). Consultant hereby acknowledges that the aforementioned
Shares are in full payment for the services rendered.
3. The Shares will be registered pursuant to the Securities Act of 1933 on
Form S-8, and, as such, will have no restrictive legend on them or
other restrictions on transfer or resale.
4. Consultant has performed, and will perform the Consulting Services
described herein as an independent contractor and not as an employee of
the Company or affiliate thereof.
5. This Agreement may be terminated by either party upon 30 days written
notice to the other party.
6. This Agreement between the Company and the Consultant constitutes the
entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreements and understandings, whether
oral or written, among the parties with respect to the matters set
forth herein.
11
7. Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand delivered or
sent (i) postage prepaid by registered mail, return receipt requested,
or (ii) by facsimile, to the respective parties as set forth above, or
to such other address as either party may notify the other in writing.
8. This Agreement shall be binding upon and inure to the benefit of each
of the parties hereto, their respective successors, legal
representatives and assigns.
9. This Agreement may be executed in any number of counterparts, each of
which together shall constitute one and the same original document.
10. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
11. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without giving effect to conflict of
law principles. The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York, and they
hereby submit to the exclusive jurisdiction of the courts of the State
of New York located in New York, New York and of the federal courts of
the State of New York located in New York and of the federal courts in
the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objections
they now or hereafter may have respecting the venue of any such action
or proceeding brought in such a court or respecting the fact that such
court is an inconvenient forum, relating to or arising out of this
Agreement, and consent to the service of process in any such action or
legal proceeding by means of registered or certified mail, return
receipt requested, in care of the address set forth above.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed, as of the day and year first above written.
AMBASSADOR CAPITAL GROUP, INC.
By:
----------------------------
INTERCOM TECHNOLOGIES CORP.
By:
----------------------------
12
EXHIBIT 10.1
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 1st day of March, 1999,
by and between designees of Mid-Continental Securities Corp., a corporation
organized under the laws of the State of Delaware, with principal offices at 515
Madison Avenue, New York, New York (the "Consultant"), and Intercom Technologies
Corp., a corporation organized under the laws of the State of New York with
principal offices at 195 Tenth Avenue, New York, New York (the "Company").
WHEREAS, Consultant has rendered valuable consulting services to the
Company and shall continue to render such services from time to time; and
WHEREAS, the parties hereto desire to memorialize Consultant's
services and compensate Consultant therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The Company hereby recognizes and agrees that Consultant has rendered,
and will continue to render consulting advice to the Company
specifically relating to transactions not of a capital raising nature,
consisting of, but not limited to, consulting for mergers and
acquisition, corporate filings and other general services in connection
with proposed mergers with various companies ("Consulting Services").
2. In consideration for the Consulting Services rendered and to be
rendered by Consultant to the Company, the Company hereby agrees to
issue to Consultant 76,545 shares of common stock of the Company (the
"Shares"). Consultant hereby acknowledges that the aforementioned
Shares are in full payment for the services rendered.
3. The Shares will be registered pursuant to the Securities Act of 1933 on
Form S-8, and, as such, will have no restrictive legend on them or
other restrictions on transfer or resale.
4. Consultant has performed, and will perform the Consulting Services
described herein as an independent contractor and not as an employee of
the Company or affiliate thereof.
5. This Agreement may be terminated by either party upon 30 days written
notice to the other party.
6. This Agreement between the Company and the Consultant constitutes the
entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreements and understandings, whether
oral or written, among the parties with respect to the matters set
forth herein.
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7. Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand delivered or
sent (i) postage prepaid by registered mail, return receipt requested,
or (ii) by facsimile, to the respective parties as set forth above, or
to such other address as either party may notify the other in writing.
8. This Agreement shall be binding upon and inure to the benefit of each
of the parties hereto, their respective successors, legal
representatives and assigns.
9. This Agreement may be executed in any number of counterparts, each of
which together shall constitute one and the same original document.
10. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
11. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without giving effect to conflict of
law principles. The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York, and they
hereby submit to the exclusive jurisdiction of the courts of the State
of New York located in New York, New York and of the federal courts of
the State of New York located in New York and of the federal courts in
the Southern District of New York with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objections
they now or hereafter may have respecting the venue of any such action
or proceeding brought in such a court or respecting the fact that such
court is an inconvenient forum, relating to or arising out of this
Agreement, and consent to the service of process in any such action or
legal proceeding by means of registered or certified mail, return
receipt requested, in care of the address set forth above.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed, as of the day and year first above written.
MID-CONTINENTAL SECURITIES CORP.
By:
----------------------------
INTERCOM TECHNOLOGIES CORP.
By:
----------------------------
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EXHIBIT 10.2
LEGAL CONSULTING AGREEMENT
This Agreement is made and entered into as of the 1st day of March, 1999 by
and between Steven L. Siskind, Esq. ("SLS") with principal offices at 645 Fifth
Avenue, Suite 403, NY, NY and Intercom Technologies Corp. a New York corporation
with principal offices at 195 Tenth Avenue, New York, New York 10011 (the
"Company").
WHEREAS, SLS rendered legal consulting services to the Company from January
1, 1999 through March 15, 1999, and
WHEREAS, the parties hereto desire to memorialize SLS's
services and compensate SLS therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Purpose: The Company hereby recognizes and agrees that SLS has rendered
legal consulting advice to the Company specifically relating to transactions,
not of a capital raising nature ("Legal Consulting Services").
2. Compensation: In consideration for the Legal Consulting Services
rendered by SLS to the Company, valued at $5,000 as recognized in this
Agreement, the Company hereby agrees to issue to SLS 10,000 shares of the
Company's Common Stock, (the "Shares"), and SLS acknowledges that the
aforementioned Shares are in full payment for the Legal Consulting Services.
3. Registration: The Company hereby agrees to immediately register the
Shares pursuant to a Registration Statement on Form S-8.
4. SLS is an Independent Contractor: SLS has performed the Legal Consulting
Services described herein as an independent contractor and not as an employee of
the Company or an affiliate thereof.
5. Miscellaneous:
(a) This Agreement between the Company and SLS constitutes the entire
agreement and understanding of the parties hereto, and supersedes any
and all previous agreements and understandings, whether oral or
written, between the parties with respect to the matters set forth
herein.
(b) Any notice or communication permitted or required hereunder shall
be in writing and shall be deemed sufficiently given if hand-delivered
or sent (i) postage prepaid by registered mail, return receipt
requested, or (ii) by facsimile, to the respective parties as set forth
above, or to such other address as either party may notify the other in
writing.
15
(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of counterparts, each
of which together shall constitute one and the same original document.
(e) No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
(f) This Agreement shall be construed in accordance with and governed
by the laws of the State of New York, without giving effect to conflict
of law principles, The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York, and they
hereby submit to the exclusive jurisdiction of the courts of the State
of New York located in New York, New York and of the federal courts of
the State of New York located in New York, New York, and of the federal
courts in the Southern District of New York with respect to any action
or legal proceeding commenced by any party, and irrevocably waive any
objections they now or hereafter may have respecting the venue of any
such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising
out of this Agreement, and consent to the service of process in any
such action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the address set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
--------------------------------
Steven L. Siskind
INTERCOM TECHNOLOGIES CORP.
BY:
----------------------------
Dominick Pope, President
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EXHIBIT 23.2
[logo]
Nelson, Mayoka & Company, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
551 5th Avenue
New York, New York
10176-0001
-------
Tel. (212) 697-7979
Fax. (212) 697-8997
DIRECT LINE
March 23, 1999
Intercom Technologies Corp.
195 10th Avenue
New York, NY 10011
Gentlemen:
We consent to incorporation by reference in Form S-8 of Intercom Technologies
Corp. of our report dated as of February 4, 1999 relating to the balance sheet
of Intercom Technologies Corp. and the related statements of income, cash flow
and statement of changes to stockholders' equity for the year ended September
30, 1998, which report is included in the September 30, 1998 annual report on
Form 10-KSB.
Nelson, Mayoka & Company
17