United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-28767
TRILUCENT TECHNOLOGIES CORP.
Nevada 88-0403070
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
825 S. St. Mary's, San Antonio, Texas 78205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 444-2795
Independent Contractor Consulting Agreements
(Full Title of Plan)
William Stocker
Attorney at Law
34190 Sepulveda Avenue, Suite 200
Capistrano Beach CA 92624
phone (949) 487-7295 fax (949) 487-7285
(Agent for Service)
Dated: October 30, 2001
CALCULATION OF REGISTRATION FEE (1)
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Title of | Amount to | Proposed | Proposed | Amount of |
Securities | be Registered | Maximum | Maximum | Registration|
To be | | Offering Price | Aggregate | Fee |
Registered | | Per Unit | Offering Price | |
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Common Stock| 1,000,000 | $0.01 | $10,000,000 | $2.50 |
$0.001 | shares | per share | | |
Par Value | | | | |
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1 The securities of the Issuer presently listed for trading on the OTCBB
(Over-The-Counter Bulletin Board) The price is determined accordingly at the
mutually acceptable price of $0.01 per share due to an illiquid market.
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PART I
Not applicable
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are
incorporated by reference as though fully set forth herein, and all documents
subsequently filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and a part hereof
from the date of filing of such documents:
(a) The Registrant's Form 10-SB containing Audited Financial Statements for
the Registrant's last fiscal year;
(b) All other Reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Registrant's last
Annual Report; and
(c) The Issuer's Common Equity Voting Stock ("Common Stock") Registered
under Section 12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled to one vote; all shares of the class share equally in dividends and
liquidation rights. Pursuant to the laws of Nevada a majority of all
shareholders entitled to vote at a shareholders meeting regularly called upon
notice may take action as a majority and give notice to all shareholders of such
action. No market presently exists for the securities of this Issuer.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. See Item 3(c).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles of Incorporation or the By-Laws, nor any Resolution of the Board of
Directors, providing for indemnification of Officers or Directors. We are aware
of certain provision of the Nevada Corporate Law which affects indemnity of
Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
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 or she 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; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. No restricted
securities are re-offered or resold pursuant to this Registration Statement.
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ITEM 8. EXHIBITS.
Exhibit 1 hereto is an Opinion of Counsel respecting the legality of the
issuance of the securities covered by this Registration Statement. Counsel also
treats the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement will be treated as the equivalent of cash received for services as
ordinary income. The Securities are issued in compensation for services at the
rate of $0.01 per share for $10,000.00 of services performed.
Exhibit 2 Independent Contractor Consulting Agreement. The service
providers performed services pursuant to that Agreement.
Service Provider Amount $ Shares
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John L. Gray 10,000 1,000,000
Totals 10,000 1,000,000
ITEM 9. UNDERTAKINGS. Not Applicable.
SIGNATURES
The Registrant, pursuant to the requirements of the Securities Act of
1933, 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, on October 30, 2001.
TRILUCENT TECHNOLOGIES CORP.
/s/Jerry D. Witte /s/Mark Zouvas /s/Donald Russell
Jerry D. Witte Mark Zouvas Donald Russell
president cfo secretary
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EXHIBIT 1
OPINION OF COUNSEL
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LAW OFFICES OF
William Stocker
phone (949) 487-7295 34190 Sepulveda Avenue Suite 200 fax (949) 487-7285
Capistrano Beach CA 92624
September 7, 2001
To the President and the
Board of Directors
TriLucent Technologies Corp. re: Opinion of Special Counsel
825 S. St. Mary's
San Antonio, Texas 78205
Dear Sirs and/or Madams:
You have requested my Opinion in connection with the filing of a 1933 Act
Registration on Form S-8 to compensate consultants in the amount of $10,000.00
in the form of 1,000,000 shares of common stock to be registered thereby.
I am familiar with the history and current capitalization of the Issuer,
its reporting status, and good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934. This opinion is based on the facts stated.
These services were duly invoiced pursuant to an agreed time-fee agreement,
and none of the services billed or performed were direct or indirect commissions
or compensation for raising funds for the Issuer, or for maintaining any market
in securities of the Issuer.
It is my opinion that the securities proposed to be issued may be validly
and properly issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is not qualified for any special tax treatment under State or Federal Law. If
and when issued, the securities would be and must be treated as the equivalent
of cash paid and received back as the purchase of securities. The Securities
would be issued in compensation for services.
It is accordingly my opinion that the issuance requested is entitled to
registration on Form S-8. I understand and consent to the use of this Opinion in
connection with your proposed filing of a 1933 Registration Statement on Form
S-8.
Very Truly Yours,
/s/William Stocker
William Stocker
WS:zbe special securities counsel
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EXHIBIT EXHIBIT 2
INDEPENDENT CONTRACTOR
CONSULTING AGREEMENT
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INDEPENDENT CONTRACTOR CONSULTING AGREEMENT
THIS AGREEMENT made and entered into this Friday, September 7, 2001, by and
between TriLucent Technologies Corp. (TRLT-OTC/BB) (Client), with its principal
place of business at 825 S. St. Mary's, San Antonio, Texas, 78205, and John
L. Gray. ("Consultant").
RECITALS
WHEREAS, Client is engaged in the ownership and management of TriLucent
Technologies Corp. (TRLT) OTCBB.
WHEREAS, Consultant is in the business of providing general business consulting,
including strategic business planning, operations, mergers and acquisitions, and
related transactions.
WHEREAS, in the operation of Client's business, Client is in need of the
services which Consultant provides and wishes to enter into a business
arrangement with Consultant to provide such services.
IN CONSIDERATION of the promises and mutual covenants hereby contained, it is
hereby agreed as follows and will confirm the arrangements, terms and conditions
pursuant to which the Consultant has been retained to serve as a consultant and
advisor to Client on a nonexclusive basis. The undersigned hereby agrees to the
following terms and conditions:
TERMS OF CONTRACT
This Agreement will become effective on September 1, 2001 and will continue in
effect for a period of twelve (12) months unless earlier terminated pursuant to
Section 5 of this Agreement.
SERVICES TO BE PERFORMED BY INDEPENDENT CONTRACTOR/CONSULTANT
Contractor shall, at the request of the Company, upon reasonable notice, render
the following services to the Company from time to time.
Duties of Consultant. Consultant agrees to provide strategic planning to Client.
The Consultant will provide such consulting services and advice pertaining to
the Company's business affairs as the Company may from time to time reasonably
request. Without limiting the generality of the foregoing, Consultant will
assist the Company in developing, studying and evaluating, merger and
acquisitions proposals, prepare reports, assist in negotiations and discussion
pertaining thereof in North America. Consultant will join the Client's Board of
Directors as Chairman of said Board. The Consultant will be entitled to
additional compensation under such terms as maybe agreed to by the parties.
Independent Contractor Status. It is the express intention of the parties that
Consultant be an independent contractor and not an employee, agent, joint
venture or partner of Client. Client shall have no right to and shall not
control the manner or prescribe the method by which Consultant performs the
above-described services. Consultant shall be entirely and solely responsible
for its own actions and the sanctions of its agents, employees or partners while
engaged in the performance of services required by the Agreement. Nothing in
this Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between Client and Consultant or any
employee, agent or Consultant. Both parties acknowledge that Consultant is not
an employee for state or federal income tax purposes and Consultant specifically
agrees that it shall be exclusively liable for the payment of all income taxes,
or the state or federal charges that are due as a result of receipt of any
consideration for the performance of services required by this Agreement.
Consultant agrees that any such consideration is not subject to withholding by
the Client for payment of any taxes and also directs Client not to withhold any
sums for the consideration paid to Consultant for the services provided
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hereunder. Consultant shall retain the right to perform services for others
during the term of this Agreement. Nothing herein shall constitute Consultant as
an employee or agent of the Company, except to such extent as might hereinafter
be agreed, Consultant shall not have the authority to obligate or commit the
Company in any manner whatsoever.
Use of Employees of Contractor. Consultant may, at its own expense, use any
employee or subcontractors in the performance of those services.
Expenses. Consultant shall be reimbursed for all costs and expenses incident to
the performance of services required by this Agreement, including but not
limited to, the cost of materials used by Consultant, travel, telephone, fax,
meals and supplies required specifically for the Company.
Consultant shall make available such time, as it, in its sole discretion, shall
deem appropriate for the performance of its obligations under this Agreement.
COMPENSATION
Client shall reimburse Consultant at net cost, for out-of-pocket expenses
incurred by Consultant in furtherance of this Agreement for travel and related
expenses, contact entertainment, postage, delivery services (e.g. Federal
Express), printing, telex and other third party expenses PROVIDED THAT any such
expenses in excess of $500 have been pre-approved by the Client.
Client and Consultant agree that Consultant shall receive 1,000,000 shares of
Client's public common stock in the capital of the Company. Such securities are
to be delivered to Consultant immediately after the filing of the appropriate
SEC filings.
OBLIGATIONS OF CLIENT
Client shall company with all reasonable requirement of Consultant and provided
access to all documents reasonably necessary for the performance of Consultant's
duties under this Agreement. Except in the course of the performance of its
duties hereunder, Consultant agrees that it shall not disclose any trade
secrets, know-how, or other proprietary information not in the public domain
learned as a result of this Agreement unless and until such information becomes
generally known.
TERMINATION OF AGREEMENT
Notwithstanding any other provision of this Agreement, either party may
terminate this Agreement at any time by giving thirty days written notice to the
other party. Upon Consultant receiving 30 days written notification of
termination of this Agreement by Client, they are to receive full payment for
services, expenses and the monthly fee as stated in item 3.2 of this Agreement.
Unless otherwise terminated as provided in this Agreement, this Agreement will
continue in force for a period of twelve (12) months. This Agreement will
terminate automatically on the occurrence of the following event: bankruptcy or
insolvency of either party; and non-payment of performance as stated in this
Agreement by Client.
GENERAL PROVISIONS
Each operate agrees to perform any further acts and execute and deliver any
further documents that may be reasonably necessary to carry out the provisions
and intent of this Agreement. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and my
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be amended only by a written instrument signed by the parties affected thereby,
or their respective successors or assigns. This Agreement cancels and supersedes
all prior agreements, if any, oral or written, between Client and Consultant.
Severability. If any provision of this Agreement shall be held invalid such
invalidity shall not affect the other provision hereof, and to this extent the
provisions of this Agreement are intended to be and shall be deemed severable.
Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original by tall of which
together shall constitute on and the same instrument.
Notices. Any notice or other communication required or permitted under this
Agreement shall be sufficiently given if delivered personally or sent by
registered or certified mail, postage prepaid and return receipt requested, to
the address of the parties set forth in the first paragraph of this Agreement or
at such address as may have been provided in like manner in writing to both of
the parties to this Agreement. Any notice that is sent by mail under this
Agreement shall be considered received on the date on which it is actually
delivered to the premises of the party of whom it is properly addressed, such
date to be conclusively evidenced by the date of the return receipt.
Governing Law. This Agreement shall be construed in accordance with, and
governed by the laws of the State of Texas.
Assignment. No party to this Agreement may assign this Agreement or its right or
obligations hereunder without the written consent of the other.
Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or
shall constitute a waiver of any other provision, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the party making the waiver.
Acknowledgment Concerning Counsel. Each party acknowledges that it had the
opportunity to employ separate and independent counsel of its own choosing in
connection with this Agreement.
Arbitration. Any controversy, claim, misunderstanding, course of action, matter
in question, breach, disagreement, dispute, or other related matter arising out
of, or relating to this Agreement, or the relationship between the parties,
shall be decided b y mandatory binding arbitration before the American
Arbitration Association, State of Florida, or as designated by the Consultant.
In such arbitration, the parties shall be entitled to the full discovery rights
accorded to litigants under the Laws of the State of Nevada. The prevailing
party shall be entitled to recover all costs and expenses incurred, including
its reasonable attorney's fees, related costs, and any advanced arbitration
expenses.
Indemnification. Consultant will indemnify and hold harmless Client and its
officers, directors, agents and employees against any expenses, which may be
incurred by Client as a result of statements made by Consultant, which are
inaccurate or misleading or the failure by Consultant to state facts, which are
necessary to be stated in order to make statements made not misleading.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
Mark Zouvas
CEO
TriLucent Technologies Corp.
/s/Mark Zouvas
Mark Zouvas
ACCEPTED BY
/s/John L. Gray
John L. Gray
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