from todays S3-A (and 150,000 of these shares are added
to the registration list)
(8) Effective May 1, 2000, CHST entered into a Market Access Program and
Marketing Agreement with Continental Capital & Equity Corporation
("CCEC") pursuant to which CCEC has agreed to provide investor relations
services for CHST. The investor relations services include the
following: (a) establish a financial public relations methodology
designed to increase the awareness of CHST within the investment
community, (b) assist CHST in the implementation of its business plan
and in accurately disseminating CHST's information to the marketplace,
(c) introduce CHST to active retail brokers, financial analysts,
institutional fund managers, private investors and financial newsletter
writers, (d) prepare CHST due diligence reports and corporate profile
and fact sheets, (e) arrange and conduct telemarketing and
teleconferencing programs with a CCEC moderator, CHST executives,
brokers, financial analysts, fund managers and other interested
participants, (f) feature CHST's corporate profile or fact sheet on
CCEC's web site, (g) assist CHST in the preparation of all press
releases and coordinate releases through CHST's paid account with
PR NewsWire or BusinessWire, (h) create, build and continually enhance a
fax database of all brokers, investors, analysts and media contacts who
have expressed an interest in receiving ongoing information on CHST,
(i) send CHST's public information to brokers, institutional fund
managers, financial analysts and industry professionals, (j) serve as
CHST's external publicist, and (k) at CHST's request, strive to obtain
analyst coverage for CHST and investment banking sponsorship. In
consideration for CCEC's services for CHST, CHST has agreed to pay
to CCEC the following consideration: (1) $10,000 per month in cash,
payable quarterly in advance during the term of the agreement, (2) a
warrant to purchase 100,000 shares of our Common Stock at a price of
$16.00 per share at any time from the effective date of the agreement
until one year after the date of this Prospectus, (3) a warrant to
purchase an additional 125,000 shares of our Common Stock at a price
of $16.00 per share, if CHST does not terminate the agreement on or
before November 1, 2000, which would expire one year after the shares
underlying those warrants were registered with the Securities and
Exchange Commission if the warrants are granted, and (4) a
warrant to purchase an additional 50,000 shares of our Common Stock at a
price of $11.00 per share, which may be exercised on a cash basis or on
a "cashless" conversion basis at any time from the effective date of the
agreement until one year after the date of this Prospectus. Any
proceeds from the subsequent sale of shares of our Common Stock issued
to CCEC pursuant to the exercise of the $11.00 Warrants are to be
utilized to pay the costs of any ancillary public relations services
conducted by CCEC on behalf of CHST under the agreement, and CHST must
approve all such expenses in advance. CHST also has a right of first
refusal to purchase any shares issued to CCEC pursuant to the exercise
of the $11.00 or $16.00 Warrants granted to CCEC under the agreement
before CCEC sells them to any third party. CHST is obligated to
reimburse CCEC for costs and expenses incurred by it in the performance
of its duties for CHST under the agreement. CHST has the right to
terminate the agreement upon 15 days prior written notice to CCEC
delivered at any time on or after 165 days after the effective date of
the agreement. The agreement otherwise expires on May 1, 2001. If CHST
elects early termination on or before November 1, 2000, then it is not
obligated to issue the additional 125,000 warrants to CCEC. |
