As filed with the Securities and Exchange Commission on July 16, 1998
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Worldwide Entertainment & Sports Corp.
(Exact name of Registrant as specified in its charter)
Delaware 22-3393152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
29 Northfield Avenue
West Orange, New Jersey 07052
(973) 325-3244
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
Marc Roberts, President
Worldwide Entertainment & Sports Corp.
West Orange, New Jersey 07052
(973) 325-3244
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Craig S. Libson, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
Approximate date of proposed sale to the public: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE PER FEE
SHARE (1)
Common Stock, Par Value $.01 per share 435,500 (2) $2.875 $369
Common Stock, Par Value $.01 per share 64,500 (3) $1.84 (4) $ 35
TOTAL: 500,000 $404
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Represents shares that may hereafter by issued upon exercise of options
that have heretofore been granted pursuant to the 1996 Stock Option Plan of the
Registrant (the "Plan"). This Registration Statement also registers and
indeterminate number of shares of Common Stock which may become issuable
pursuant to the antidilution provisions of the Plan.
(3) Represents shares that may hereafter be issued upon exercise of options
that may hereafter be granted pursuant to the Plan.
(4) Based upon the average of the high and low sales prices of the Common
Stock on The Nasdaq SmallCap Market of $1.84 on July 10, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Security and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participants in the Plan as required by rule 428(b) promulgated under the
Securities Act of 1933, as amended. Such documents are not being filed with the
Securities and Exchange Commission as part of this Registration Statement or as
prospectus supplements pursuant to Rule 424 of such Act.
The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used by certain selling stockholders
for reofferings of common stock of the Company's under the Company's 1996 Stock
Option Plan.
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202,000 Shares
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
Common Stock
This Prospectus relates to up to 202,000 shares of Common Stock, par
value $.01 per share (the "Common Stock") that may from time to time be sold by
one or more of the selling stockholders identified in this Prospectus or in a
supplement hereto (the "Selling Stockholders"). See "Selling Stockholders." All
of the shares to which this Prospectus relates are shares which have been or may
be issued upon the exercise by certain affiliates of the Company of options
granted under the Company's 1996 Stock Option Plan (the "Plan"). The Company
will not receive any of the proceeds from the sales of shares of Common Stock by
the Selling Stockholders. However, the Company will receive the proceeds from
any exercise of stock options granted or to be granted pursuant to the Plan. See
"Use of Proceeds."
The Common Stock offered by the Selling Stockholders (the "Shares") may
be sold from time to time by the Selling Stockholders directly to purchasers or,
alternatively, may be offered from time to time through agents, brokers, dealers
or underwriters, who may receive compensation in the form of concessions or
commissions from the Selling Stockholders or purchasers of the Share (which
compensation may be in excess of customary commissions). Sales of the Shares may
be made in one or more transactions through the Nasdaq Stock Market, otherwise
in the over-the-counter market, in privately negotiated transactions or
otherwise, and such sales may be made at the market price prevailing at the time
of sale, a price related to such prevailing market price or a negotiated price.
Any brokers, dealers or agents that participate in the distribution of
the Shares may be deemed to be underwriters and any commissions received by them
and any profit on the resale of such shares positioned by them might be deemed
to be underwriting discounts and commissions under the Securities Act of 1933,
as amended (the "Act").
The Company will pay all costs and expenses incurred by it in
connection with the registration of the Shares under the Act. The Selling
Stockholders will pay the costs associated with any sale of Shares, including
any discounts, commissions and applicable transfer taxes.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 July 16, 1998.
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The Company is a Delaware corporation and has its principal executive
offices at 29 Northfield Avenue, West Orange, New Jersey 07052. The Company's
telephone number is (973) 325-3244.
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus or
incorporated by reference to this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or by the Selling Stockholders. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. The delivery
of this Prospectus at any time does not imply that the information contained
herein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
therewith, the Company files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Regional Offices of the
Commission at 7 World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60621. Copies of such
material may be obtained from the Public Reference Section of the Commission at
prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or from the Commission's web site at http://www.sec.gov.
The Common Stock is traded on The Nasdaq SmallCap Market and reports and other
information concerning the Company may be inspected and copied at The Nasdaq
Stock Market, Inc. at 1735 K Street, N.W., Washington, DC 20006.
The Company has filed with the Commission a Registration Statement on
Form S-8. Included thereon is this prospectus which is prepared in accordance
with the requirements of Part I of Form S-3 under the Securities Act with
respect to the restricted securities held by affiliates of the Company offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which can be obtained from the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the fees prescribed by the Commission.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, Worldwide Entertainment &
Sports Corp., a Delaware corporation (the "Company"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;
(b) The Company's Current Report on Form 8-K filed by the Company on
January 15, 1998; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed by the Company on October 18,
1996, under the Exchange Act, and any amendment or report filed for the purpose
of updating such description.
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Exchange Act subsequent hereto, but prior to
the termination of this offering, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person (including any
beneficial owner) to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any of the documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Requests for copies of such documents should be directed to the
Company, 29 Northfield Avenue, West Orange, New Jersey 07052, Attention:
President, telephone number (973) 325-3244.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders. The Company may, in the future, receive proceeds
from the exercise of the options reference in this Prospectus, but only if such
options are exercised and then only in an amount equal to the exercise price
thereof multiplied by the number of options exercised.
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SELLING STOCKHOLDERS
The persons that may offer Shares pursuant to this Prospectus (the
"Selling Stockholders") are persons that have heretofore been granted, or may
hereafter be granted, options pursuant to the Company's 1996 Stock Option Plan
(the "Plan"). All of the 208,000 shares of Common Stock of the Company offered
by this Prospectus are being offered for the accounts of the Selling
Stockholders. All of such shares that have been or may hereafter be acquired by
the Selling Stockholders pursuant to the Plan as restricted stock or upon the
exercise of options that have heretofore been granted, or may hereafter be
granted.
Based upon information currently available to the Company, the
following table sets forth with respect to each person named therein, as of the
date of this Prospectus (i) such person's current position with the Company,
(ii) the aggregate number of shares of Common Stock underlying unexercised
options heretofore granted to such person (such shares being referred to as
"Underlying Shares") and (iii) the aggregate number of issued and outstanding
shares of Common Stock ("# of Common Stock") owned by such person.
The Company may, from time to time, amend such table (by means of a
supplement to this Prospectus) in order to (a) name additional officers and
directors as Selling Shareholders and/or (b) reflect changes in the aggregate
number of shares of Common Stock underlying unexercised options granted to such
persons, which change results from the granting of additional options under the
Plan.
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by Selling Stockholders of the Company who
may acquire such shares pursuant to the exercise of options granted or to be
granted under the Plan. The Selling Stockholders named below may resell all, a
portion, or none of the shares that they acquire or may acquire pursuant not the
exercise of options under the Plan.
The following table sets forth certain information concerning the
Selling Stockholders as of the date of this Prospectus.
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SHARES OF SHARES OF COMMON
COMMON STOCK NO. OF COMMON STOCK OWNED AFTER
BEFORE STOCK OFFERED OFFERING
OFFERING NUMBER (2)
NAME NUMBER (1) PERCENT SHARES NUMBER PERCENT
Marc Roberts 1,744,966 24.5 25,000 1,719,966 24.1
Director, Chairman of the
Board, President and Chief
Executive Officer
Roy Roberts 183,334 2.5 40,000 143,334 2.0
Chief Financial Officer and
Director
Herbert F. Kozlov 424,000 6.0 98,000 326,000 4.6
Director and Secretary
Dan Drykerman 135,000 1.9 45,000 90,000 1.3
Director
Allan Cohen 136,667 1.9 45,000 91,667 1.3
Director
Harvey Silverman 172,334 2.4 45,000 127,334 1.8
Director
</TABLE>
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(1) Represents shares which may be acquired upon exercise of options
granted under the Plan. (2) Represents those shares of Common Stock held by the
Selling Stockholder, if any, together with those shares that such Selling
Stockholder has the right to acquire within 60 days from the date of this
Prospectus. Each of the Selling Stockholders specifically disclaims beneficial
ownership of the shares of Common Stock held (or acquirable upon exercise or
conversion of any derivative securities held) by other Selling Stockholders and,
as such, the number of shares of Common Stock represented hereby does not
reflect any shares of Common Stock beneficially owned by any other Selling
Stockholder.
The Selling Stockholders identified above may have sold, transferred or
otherwise disposed of all or a portion of their Shares since the date on which
they provided the information regarding their Common Stock in transactions
exempt from the registration requirements of the Securities Act. Additional
information concerning the above listed Selling Stockholders may be set forth
from time to time in prospectus supplements to this Prospectus. See "Plan of
Distribution."
PLAN OF DISTRIBUTION
Sales of the Shares may be made from time to time by the Selling
Stockholders, or, subject to applicable law, by pledgees, donees, distributees,
transferees or other successors in interest. Such sales may be made on The
Nasdaq SmallCap Market, in another over-the-counter market, on a national
securities exchange (any of which may involve crosses and block transactions),
in privately negotiated transactions or otherwise or in a combination of such
transactions at prices and at terms then prevailing or at prices related to the
then current market price, or at privately negotiated prices. In addition, any
Shares covered by this Prospectus which qualify for sale pursuant to Section
4(1) of the Securities Act or Rule 144 promulgated thereunder may be sold under
such provisions rather than pursuant to this Prospectus. Without limiting the
generality of the foregoing, the Shares may be sold in one or more of the
following types of transactions: (a) a block trade in which the broker-dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate in the resales.
In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares registered hereunder in the course of hedging the positions they
assume with the Selling Stockholders. The Selling Stockholders may also sell
Shares short and deliver the Shares to close out such short positions. The
Selling Stockholders may also enter into other transactions with broker-dealers
which require the delivery to the broker-dealer of the Shares registered
hereunder, which the broker-dealer may resell pursuant to this Prospectus. The
Selling Stockholders may also pledge the Shares registered hereunder to a broker
or dealer and upon a default, the broker or dealer may effect sales of the
pledged Shares pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders in amounts to be
negotiated in connection with the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
Information as to whether underwriters who may be selected by the
Selling Stockholders, or any other broker-dealer, are acting as a principal or
an agent for the Selling Stockholders, the compensation to be received by
underwriters who may be selected by the Selling Stockholders, or any
broker-dealer, acting as principal or agent for the Selling Stockholders and the
compensation to be received by other broker-dealers, in the event the
compensation of such
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other broker-dealers is in excess of usual and customary commissions, will, to
the extent required, be set forth in a supplement to this Prospectus (the
"Prospectus Supplement"). Any dealer or broker participating in any distribution
of the Shares may be required to deliver a copy of this Prospectus, including
the Prospectus Supplement, if any, to any person who purchases any of the Shares
from or through such dealer or broker.
The Company has advised the Selling Stockholders that during such time
as they may be engaged in a distribution of the Shares included herein they are
required to comply with Regulation M promulgated under the Exchange Act. In
general, Regulation M precludes the Selling Shareholders, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. A "distribution" is defined in the
rules as an offering of securities that is distinguished from ordinary trading
activities and depends on the "magnitude of the offering and the presence of
special selling efforts and selling methods." Regulation M also prohibits any
bids or purchases made in order to stabilize the price of a security in
connection with the distribution of that security.
It is anticipated that the Selling Stockholders will offer all of the
Shares for sale. Further, because it is possible that a significant number of
Shares could be sold at the same time hereunder, such sales, or the possibility
thereof, may have a depressive effect on the market price of the Company's
Common Stock.
LEGAL MATTERS
Certain legal matters relating to the validity of the shares of Common
Stock that may be offered hereby have been passed upon for the Company by Parker
Duryee Rosoff & Haft PC, 529 Fifth Avenue, New York, New York 10017. Herbert F.
Kozlov, a member of Parker Duryee Rosoff & Haft PC, is a member of the Board of
Directors and Secretary of the Company and one of the Selling Stockholders of
the Shares offered hereby.
EXPERTS
The consolidated financial statements of Worldwide Entertainment &
Sports Corp. and subsidiaries included in the Company's annual report on Form
10-KSB for the year ended December 31, 1997 incorporated herein by reference
have been audited by Friedman Alpren & Green LLP and for the year ended December
31, 1996 have been audited by Rosenberg Rich Baker Berman & Company, independent
auditors, as indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the report of said firms given
upon their authority as experts in accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, Worldwide Entertainment &
Sports Corp., a Delaware corporation (the "Company"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1997;
(b) The Company's Current Report on Form 8-K filed by the Company on
January 15, 1998;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed by the Company on October 18,
1996, under the Exchange Act, and any amendment or report filed for the purpose
of updating such description; and
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Exchange Act subsequent hereto, but prior to
the termination of this offering, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person (including any
beneficial owner) to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any of the documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Requests for copies of such documents should be directed to the
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters relating to the shares of Common Stock registered
hereby have been passed upon for the Company by Parker Duryee Rosoff & Haft PC,
529 Fifth Avenue, New York, New York 10017. Herbert F. Kozlov, a member of
Parker Duryee Rosoff & Haft PC, is a member of the Board of Directors and
Secretary of the Company and one of the Selling Stockholders of shares offered
hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following states the general effect of all statutes, charter
provisions, by-laws, contracts or other arrangement under which any controlling
person, director or officer of the Company is insured or indemnified in any
manner against liability which he may incur in his capacity as such:
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Article SIXTH of the Certificate of Incorporation of the Company
provides in pertinent part:
(5) The Corporation shall, to the full extent permitted by Section 145
of the Delaware General Corporation Law, as amended, from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
(6) A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the directors
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
(7) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and provided, however, that, except as provided in
paragraph (7) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Corporation. The right to indemnification conferred in
this Article SIXTH shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article SIXTH or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.
(8) If a claim under paragraph (6) of the Article SIXTH is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expenses of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard or conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
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(9) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Article SIXTH shall not be exclusive or any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law; agreement, vote of stockholders or disinterested
directors or otherwise.
(10) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another Corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
The Company's amended and restated By-Laws provides, in pertinent part:
ARTICLE IV. INDEMNIFICATION. Each director or officer who the
Corporation is empowered to indemnify pursuant to the General Corporation Law
(or any applicable law at the time in effect) shall be indemnified by the
Corporation to the full extent permitted thereby. The foregoing right of
indemnification shall not be deemed to be exclusive of any other such rights to
which those directors and officers seeking indemnification from the Corporation
may be entitled, including, but not limited to, any rights of indemnification to
which they may be entitled pursuant to any agreement, insurance policy, other
by-law or charter provision, vote of shareholders or directors, or otherwise. No
repeal of amendment of this Article IV shall adversely affect any rights of any
person pursuant to this Article IV which existed at the time of such repeal or
amendment with respect to acts or omissions occurring prior to such repeal or
amendment.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 -- Certificate of Incorporation of the Registrant, with amendments
thereto (incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2 (File No. 333- 08855), as amended).
4.2 -- By-Laws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form SB-2 (File No.
333-08855), as amended.
5.01 -- Opinion of Parker Duryee Rosoff & Haft
23.01 -- Consent of Friedman Alpren & Green LLP
23.02 -- Consent of Rosenberg Rich Baker Berman & Company
23.03 -- Consent of Parker Duryee Rosoff & Haft (included in Exhibit
5.01 hereof)
24.01 -- Power of attorney (included in the signature page of PartII
of this Registration Statement)
ITEM 9. REQUIRED UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in the Registration Statement, shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To include any additional or changed material information on the
plan of distribution.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to Item 15 of Part II of the Registration Statement, or
otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
II - 4
<PAGE>
SIGNATURES
In accordance with 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 of 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 the City of New York, State of New York, on July 16, 1998.
Worldwide Entertainment & Sports Corp.
By: /s/Marc Roberts
-------------------------------------
Marc Roberts, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marc Roberts, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and the documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
/s/Marc Roberts Chief Executive Officer, July 16, 1998
- -------------------
Mark Roberts President and Director
/s/Roy Roberts Chief Financial Officer July 16, 1998
- -------------------
Roy Roberts and Director
/s/Allan Cohen Director July 16, 1998
/s/Herbert Kozlov Director and Secretary July 16, 1998
- -------------------
Herbert Kozlov
/s/Harvey Silverman Director July 16, 1998
- -------------------
Harvey Silverman
/s/Dan Drykerman Director July 16, 1998
- -------------------
Dan Drykerman
II - 5
<PAGE>
EXHIBIT 5.01
[Letterhead of Parker Duryee Rosoff & Haft]
July 14, 1998
Worldwide Entertainment & Sports Corp.
29 Northfield Avenue
West Orange, New Jersey 07052
Re: 1996 Stock Option Plan
Dear Sirs:
We have acted as counsel for Worldwide Entertainment & Sports Corp., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
under the Securities act of 1933, as amended, for the purposes of registering
500,000 shares of its Common Stock, par value $.01 per share (the "Shares"),
that may be issued pursuant to the Company's 1996 Stock Option Plan (the
"Plan").
On the basis of such investigation as we have deemed necessary, we are
of the opinion that the Shares have been duly and validly authorized for
issuance, and that the Shares, when issued upon due exercise of option granted
or hereafter granted under the Plan in accordance with the provisions of the
Plan and the related option agreements (including payment of the option exercise
price provided for therein), will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Herbert F. Kozlov, a member of our firm, is a Director and the
Secretary of the Company, and a recipient of options granted under the Plan.
Very truly yours,
Parker Duryee Rosoff & Haft PC
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 19, 1998,
included in the annual report on Form 10-KSB of Worldwide Entertainment & Sports
Corp. for the year ended December 31, 1997 and to the reference to our firm
under the caption "Experts" in the prospectus.
Friedman Alpren & Green LLP
New York, New York
July 14, 1998
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 18, 1998,
included in the annual report on Form 10-KSB of Worldwide Entertainment & Sports
Corp. for the year ended December 31, 1996 and to the reference to our firm
under the caption "Experts" in the prospectus.
Rosenberg Rich Baker Berman & Company
Maplewood, New Jersey
July 13, 1998
