<PAGE>
As filed with the Securities and Exchange Commission on February 18, 2000
File No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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
29 Northfield Avenue
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:
Herbert F. Kozlov, 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. |_|
<PAGE>
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
===============================================================================================
<S> <C> <C> <C> <C>
Common Stock, par 6,941,508 $1.8281 $12,689,770.77 $3,350.10
value $0.01 per
share
==================== ================== ================== ================= ==================
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low sales
prices of the Common Stock on The Nasdaq SmallCap Market on February 15,
2000.
<PAGE>
Subject to Completion
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
6,941,508 Shares of Common Stock
The 6,941,508 shares of common stock, par value $.01 per share, to which
this prospectus relates are being offered, from time to time, on behalf of and
for the account of stockholders of Worldwide Entertainment & Sports Corp. as
identified below in the section entitled "Selling Stockholders." The shares are
comprised of:
o 4,766,508 shares of common stock which were issued in 1999 and
2000 to the selling stockholders in a private placement,
o 375,000 shares underlying a warrant to purchase common stock granted
by us to a selling stockholder as consideration for services
rendered to us and as incentive compensation,
o 900,000 shares of underlying warrants to purchase common stock and
900,000 shares of restricted common stock granted by us to our
placement agent in our 1999 private placement.
The distribution of the shares by the selling stockholders, or by
pledgees, donees, distributees, transferees or other successors in interest, may
be effected from time to time by underwriters who may be selected by the selling
stockholders and/or broker-dealers, in one or more transactions on The Nasdaq
SmallCap Market or other over-the-counter markets or, in special offerings, or
secondary distributions under the rules of the over-the-counter markets. Some of
these transactions may involve crosses and block transactions. Sales may be made
in negotiated transactions or otherwise, at market prices prevailing at the time
of sale, at prices related to the prevailing market prices or at negotiated
prices. In connection with the distributions of the shares or otherwise, the
selling stockholders may enter into hedging or option transactions with
broker-dealers and may sell shares short and deliver the shares to close out
those short positions. We have agreed to indemnify the selling stockholders,
underwriters who may be selected by the selling stockholders and some other
persons against some liabilities, including liabilities under the Securities Act
of 1933, as amended. See "Selling Stockholders" and "Plan of Distribution.
These securities involve a high degree of risk. See page 2 for "Risk
Factors."
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.
We have agreed to pay all expenses of registration in connection with this
offering but will not receive any of the proceeds from the sale of the shares
being offered. The selling stockholders will bear all brokerage commissions and
other similar expenses. The aggregate proceeds to the selling stockholders from
the sale of the shares will be the purchase price of the shares sold, less the
aggregate brokerage commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by us.
The common stock being offered by means of this prospectus by the selling
stockholders has not been registered for sale under the securities laws of any
state or jurisdiction as of the date of this prospectus. Brokers or dealers
effecting transactions in the common stock should confirm the registration of
the common stock under the securities law of the state in which the transactions
occur, or the existence of any exemption from registration.
The common stock is listed for trading on The Nasdaq SmallCap Market. On
February 17, 2000 the closing bid price of the common stock as reported by The
Nasdaq SmallCap Market was $1.875 per share.
The date of this prospectus is February 18, 2000
<PAGE>
[The following language is located on the left margin of the first page of
preliminary prospectus]
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
2
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TABLE OF CONTENTS
RISK FACTORS.................................................................
We have always had operating losses..........................................
We are shifting a significant part of our strategy to a new business plan. ..
Our business depends heavily on personal relationships.......................
The performance of our athletes greatly influences our operating results.....
THIS PROSPECTUS CONTAINS FORWARD LOOKING STATEMENTS..........................
OTHER CONSIDERATIONS.........................................................
RECENT DEVELOPMENTS..........................................................
USE OF PROCEEDS..............................................................
SELLING STOCKHOLDERS.........................................................
PLAN OF DISTRIBUTION.........................................................
LEGAL MATTERS................................................................
EXPERTS......................................................................
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION ABOUT WORLDWIDE..................
RISK FACTORS
Before you invest in the common stock, you should be aware that there are
various risks, including those described below. You should carefully consider
these risks as well as the more detailed information contained in this
prospectus and in the documents incorporated in this prospectus by reference,
before making a decision to invest in the common stock offered by means of this
prospectus.
We have always had operating losses.
We have never been profitable. We incurred operating losses of
approximately $4.1 million and $3.2 million for the years ended December 31,
1998 and December 31, 1997, respectively. As of December 31, 1998, we had an
accumulated deficit of approximately $10.4 million. As of September 30, 1999, we
had an accumulated deficit of approximately $13.5 million. For the nine months
ended September 30, 1999, Worldwide incurred an operating loss of $3.25 million.
We will continue to incur losses until one or more of our boxers receives bout
purses large enough at least to offset our operating costs or until we generate
significantly increased revenues from our Internet, agency, marketing or
memorabilia businesses. Our future operations may or may not be profitable. Our
success must be considered in light of the difficulties and risks inherent in
the creation and development of businesses which are dependent upon the athletic
and artistic performance of individuals and upon the level of popularity
attained by such individuals with the general public. We cannot guarantee that
our boxers' earnings will increase significantly, that we will attract a
sufficient number of additional professional athletes, or that we will be able
to commercially exploit those currently under contract, such that we will ever
achieve profitable operations.
3
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We are shifting a significant part of our strategy to a new business plan.
Worldwide recently announced a new strategy of building a comprehensive
portfolio of Internet businesses related to sports and entertainment. Although
this new strategy is intended to leverage Worldwide's significant experience in
the sports and entertainment business, Worldwide has almost no operating history
with respect to the Internet. There can be no assurance that Worldwide will be
able to effectuate its business plan successfully, that revenue growth will
occur once the plan is enacted, that any of the Internet businesses will be
profitable at any time in the future or that, once they have achieved
profitability, they will be able to sustain it. Worldwide incorporated
Sportcut.com, Inc. in April 1999, its first attempt to create and manage an
interactive Internet e-commerce business. Sportcut.com launched its website in
November 1999 and has had only a limited operating history. One of Worldwide's
subsidiaries recently acquired the Houseofboxing.com website in February 2000.
Worldwide anticipates that these businesses will not achieve any operating
revenues until after they have developed their business and established
relationships with customers or others who will purchase the products and
services these businesses intend to provide. Worldwide expects that these
businesses will incur substantial net losses for the foreseeable future
Our business depends heavily on personal relationships.
Marc Roberts, Worldwide's President and Chief Executive Officer, is the
only executive officer of Worldwide who has had prior experience in managing
professional boxers. Due to the personal nature of boxer-management
relationships, there is a limit on the number of boxers who Mr. Roberts can be
effectively manage, depending upon the stage of the boxers' careers, their level
of bout frequency and their success. Although Worldwide has entered into a
five-year employment agreement with Mr. Roberts expiring January 1, 2001, and
has obtained a $2,000,000 key person life insurance policy on Mr. Roberts' life,
the loss of the services of Mr. Roberts would likely have a material adverse
effect on our business. Furthermore, a corporation cannot be a signatory as a
player's representative in either NFL or NBA player representation agreements.
Therefore, Worldwide depends upon retaining its relationships with the
registered agent it employs to sustain our relationships with the team-sports
athletes. The employment agreements Worldwide has with each of its current and
former registered player agents provide for a sharing of agency fees in the
event of a termination of the agent's employment. The loss of the services of
any of these registered player agents may hamper our business efforts in a given
sport. For example, our effectiveness in professional basketball was reduced
when our NBA player's agent's employment ended.
The performance of our athletes greatly influences our operating results.
Because a high percentage of our revenues come from a specified percentage
of the income generated by our clients and events, both the amount of our
revenues and the likelihood that we will continue to receive revenues depends
upon the professional success of athletes, and the continued popularity of
professional sports. Our potential clients' income levels, both boxers and team
sport athletes, and therefore our revenues, can be subject to wide fluctuations,
in most cases due to circumstances beyond our control.
THIS PROSPECTUS CONTAINS FORWARD LOOKING STATEMENTS
Some statements contained in this prospectus and the documents incorporated by
reference are based on current expectations. Such statements are forward looking
statements that involve a number of risks and uncertainties. Factors that could
cause actual results to differ materially include the following: (i) general
economic conditions in retail, (ii) competitive market influences, (iii) client
budgetary restrictions (iv) delays in shipment of scheduled programs to clients
(v) delay in or inability to expand our client base and/or (vi) the loss of, or
reduction in spending of, existing clients.
4
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OTHER CONSIDERATIONS
Competition
Worldwide's various sports agency businesses each face significant
competition in obtaining and maintaining management relationships with athletes.
While the sports agency market is comprised of numerous registered agents and
business managers, the industry is dominated by a small number of agencies which
manage the more successful and marketable athletes. A great many of these
agencies have significantly greater financial and personnel resources and
recognition in the industry than we have. There can be no assurance that
Worldwide will be able to compete effectively in these markets. Since our
October 1996 initial public offering, additional companies, for example SFX
Entertainment, Inc., have become public companies and have contributed to a
consolidation of sports management and marketing agencies. In addition, our
clients face intense competition in achieving success and recognition in their
respective sports. There can be no assurance that any of our clients will
achieve or sustain success or realize the financial rewards thereof. Likewise,
our Internet business operates in an environment that is extremely volatile and
fast paced. Some of our Internet competitors will be more highly financed and
better placed to take advantage of such a climate. There can be no assurance of
the commercial success of our proposed Internet business or, if successful, our
ability to maintain it or protect it from competition.
General Stock Market Considerations.
Volatility. The average daily trading volume of the common stock has
generally been low, which Worldwide believes has had a significant effect on the
historical market price of the common stock which has fluctuated between $7 and
$1 per share. As a result, the market price has been highly volatile and may not
be indicative of the market price in a more liquid market. The market price of
the common stock could be subject to significant fluctuations in response to a
number of factors, including the depth and liquidity of the market for the
common stock, investor perception of Worldwide and general economic and other
conditions, that may or may not relate to Worldwide's performance.
Continued NASDAQ Quotation. The Board of Governors of the National
Association of Securities Dealers, Inc. has established standards for the
initial quotation and continued quotation of a security on NASDAQ. The
maintenance requirements for continued quotation require, among other things, a
company to have either $2,000,000 of net tangible assets or market
capitalization of $35,000,000 or $500,000 net revenue in its latest fiscal year
or in two of its last three fiscal years. In addition, a company must have two
market makers for its securities and have a public float of at least 500,000
shares. There can be no assurance that Worldwide will continue to satisfy the
requirements for maintaining a NASDAQ quotation. In addition, recent proposals
that would impose more strict compliance standards if enacted would make it more
difficult to maintain NASDAQ quotation for Worldwide's common stock. If
Worldwide's common stock were to be excluded from NASDAQ, it would adversely
affect the prices of our securities and the ability of holders to sell them, and
Worldwide would be required to comply with the initial listing requirements to
be re-listed on NASDAQ.
Risks Relating to Penny Stocks. If our common stock were to become
delisted from trading on the Nasdaq SmallCap Market and our common stock trading
price were below $5.00 per share, trading in the common stock would be subject
to the requirements of rules under the Securities Exchange Act of 1934, which
require additional disclosure by broker-dealers or any trades involving a penny
stock. A penny stock is generally defined as any non-Nasdaq equity security that
has a market price of less than $5.00 per share. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require in general that, prior to a transaction in a penny
stock, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the
5
<PAGE>
transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. Therefore, the additional burdens imposed upon
broker-dealers by these requirements could, in the event the common stock were
deemed to be a penny stock, discourage broker-dealers from effecting
transactions in the common stock which could severely limit the market liquidity
of the common stock.
Concentration of ownership.
Our executive officers and directors beneficially own approximately 16.6%
of our outstanding common stock. Consequently, our executive officers and
directors will have substantial influence on the outcome of any matters
submitted to our stockholders for approval, including the election of directors.
Dividends.
We have not paid dividends on the common stock since its inception. We
intend to reinvest any earnings in its business to finance future growth.
Accordingly, the board of directors does not anticipate declaring any cash
dividends in the foreseeable future. In addition, under the terms of our
financing facility, we are prohibited from paying cash dividends.
Possible Future Dilution.
Holders of our outstanding options and warrants may be able to purchase
shares of common stock at prices substantially below the then-current market
price of our common stock with a resultant dilution in the interests of the
existing stockholders. In addition, the exercise of outstanding derivative
securities and the subsequent public sales of common stock by holders of these
securities under this prospectus or another registration statement effected at
their demand, under Rule 144 or otherwise, could hurt the market for and price
of our securities.
Need for Additional Capital.
Worldwide's capital requirements have been and will continue to be
significant. Worldwide has been dependent primarily on sales of equity
securities to supplement revenues from operations in order to fund its capital
requirements to date. The net proceeds of Worldwide's public offering in
February 1999 are expected to continue to fund Worldwide's projected operations
only through October 2000. Much of the proceeds of our 1999 private placement
have been earmarked for Sportcut.com's operations. Worldwide may therefore be
required to seek additional equity or debt financing to fund the costs of its
operations.
RECENT DEVELOPMENTS
Sportcut.com
On November 30, 1999, Worldwide's subsidiary, Sportcut.com, Inc, launched
its new web site, www.sportcut.com, and announced that it will continue to roll
out additional content and games through the year 2000. Sportcut.com also
announced an exclusive agreement with baseball star Pete Rose to host an
official online petition where fans can cast their vote for his induction into
the Baseball Hall of Fame. Sportcut.com is a sports web site that entertains the
user through a combination of content and unique e-commerce. The site provides
users with an "insider's" perspective, focusing on the business, entertainment,
and lifestyles of professional sports and athletes, while offering users an
e-commerce venue for merchandise and unique memorabilia.
Private Placement
6
<PAGE>
Between October 14, 1999 and January 7, 2000, Worldwide issued 4,399,842
shares of its common stock in its private placement and received gross proceeds
of $6 million. Because the resolution adopted by the stockholders on December
17, 1999 permits Worldwide to issue up to 5 million shares in the private
placement, Worldwide and its placement agent, Janssen Partners, Inc., agreed to
extend the private placement to attempt to place up to 600,000 additional shares
on the same terms as the original private placement. On February 18, 2000,
Worldwide issued 366,666 shares as a result of this extended private placement.
Janssen Partners, Inc. will receive additional cash compensation at the same
rate approved by the stockholders on December 17, 1999.
House of Boxing
On February 8, 2000, Worldwide announced that one of its subsidiaries has
acquired House of Boxing, a boxing web site located at www.Houseofboxing.com for
cash, stock and other consideration. House of Boxing's web site is a
comprehensive source for boxing information on the Internet. House of Boxing was
one of the first sports web sites to secure credentials to major boxing events.
Last year, House of Boxing covered Mike Tyson and Oscar De La Hoya bouts and the
world heavyweight championship for its online boxing fans by providing live pre-
and post-fight interviews and other media coverage. House of Boxing provides
boxing fans with fight schedules, news, rankings, and exclusive streaming video
and audio profiles and pre- and post-fight interviews with the top fighters and
personalities in the sport and business of boxing. In addition, House of Boxing
provides branded content distribution to other sports publications and is
developing an e-commerce store for its web site.
The consideration for the acquisition of House of Boxing consisted of
o $100,000 payable over two years; and
o 100,000 shares of restricted common stock of Worldwide, payable over
two years.
Gary Randall and Douglass Fischer, the founders of House of Boxing, also
entered into employment agreements with a subsidiary of Worldwide. They will
continue to be responsible for the overall operations of the website. Under
their agreements, each of them will receive $75,000, along with customary
employee benefits, per year for four years. They each have an option to extend
the agreements for a fifth year. If Worldwide agrees with Messrs. Randall and
Fischer to terminate their employment agreements prior to the end of the term,
the acquisition agreement provides that Worldwide will receive a full refund of
the purchase price and shall transfer ownership of www.Houseofboxing.com back to
Messrs. Randall and Fischer.
USE OF PROCEEDS
The shares of common stock being offered by means of this prospectus are
for the account of the selling stockholders. Accordingly, Worldwide will not
receive any of the proceeds from the sale of the shares by the selling
stockholders. See "Selling Stockholders." However, to the extent that the shares
being offered by this prospectus consist of warrants or options, Worldwide will
receive the exercise price of the warrants or options. Any proceeds received
from the exercise of warrants or options will be used for general corporate
purposes, including working capital.
7
<PAGE>
SELLING STOCKHOLDERS
The table below sets forth information as of the date of this prospectus,
concerning the beneficial ownership of our common stock by each selling
stockholder. The table assumes that all of the shares being offered will be
sold. Because the selling security holders may sell all, some or none of the
shares that he, she or it holds, the actual number of shares held by the selling
security holder before or after this offering may vary. In addition, the number
of shares of common stock that may actually be sold by the selling stockholders
will be determined by the selling stockholders, and may depend upon a number of
factors, including, among other things, the market price of our common stock.
All information concerning beneficial ownership has been furnished by the
selling stockholders or by American Stock Transfer & Trust Company, Worldwide's
transfer agent.
<TABLE>
<CAPTION>
Shares of Common Shares of Common Shares of Common
Stock Owned Stock Offered Stock Owned
Before Offering In the Offering After Offering
--------------- --------------- --------------
Name of Stockholders Number Number Number Percent
- -------------------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
James Agate 39,310 39,310 0 *
Arbor Investments Associates LLC 39,310 39,310 0 *
Robert Bauers 39,310 39,310 0 *
David Burr 78,741 78,741 0 *
C3V Partners 39,310 39,310 0 *
Gary Duncan 78,741 78,741 0 *
Lang Elliott 39,310 39,310 0 *
Bob Garvy 39,310 39,310 0 *
Peter Janssen 196,848 196,848 0 *
Jeffrey Joseph 78,741 78,741 0 *
Stanley Katz 78,741 78,741 0 *
Bruce MacNaughton 39,310 39,310 0 *
Robert Maxon 78,741 78,741 0 *
Mark Reed 73,557 73,557 0 *
Article Ninth Trust 196,848 196,848 0 *
Steven Wax 78,741 78,741 0 *
Todd Wyett 19,685 19,685 0 *
D.H. Blair Investment Banking Corp 78,740 78,740 0 *
Anthony Gentile 39,370 39,370 0 *
James Gierczyk 78,740 78,740 0 *
Richard Haughwout 59,055 59,055 0 *
Douglas Mahler 39,370 39,370 0 *
Olimpia Maronak 19,685 19,685 0 *
Connie Maniatty 78,740 78,740 0 *
Denis Nayden 470,823 186,567 0 *
Dalewood Associates LP 39,370 39,370 0 *
David Platt 78,740 78,740 0 *
Oscar Investment Fund, LP 314,960 314,960 0 *
John Tortorella 39,370 39,370 0 *
William Walters IRA 39,370 39,370 0 *
Ralph Webber 78,740 78,740 0 *
John Friede 136,986 136,986 0 *
David Gerstenhaber 102,740 102,740 0 *
Argonaut Investment Fund, Ltd. 20,377 20,377 0 *
</TABLE>
8
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<TABLE>
<CAPTION>
Shares of Common Shares of Common Shares of Common
Stock Owned Stock Offered Stock Owned
Before Offering In the Offering After Offering
--------------- --------------- --------------
Name of Stockholders Number Number Number Percent
- -------------------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Quota Rabbico II, Ltd. 438,973 438,973 0 *
Argonaut Partnership LP 122,842 122,842 0 *
Harpel Partners, LP 291,243 291,243 0 *
Harpel Select Growth 99,780 99,780 0 *
Harpel Family Partnership 74,210 74,210 0 *
Harpel International 38,419 38,419 0 *
Loretta Hirschfield 68,493 68,493 0 *
George Jordan 17,123 17,123 0 *
Burton Koffman 68,493 68,493 0 *
Gaines Berland 102,740 102,740 0 *
Jack Silver 342,466 342,466 0 *
Thomas Esterquest 60,606 60,606 0 *
Patrick Shay 15,152 15,152 0 *
William G. Walters 75,758 75,758 0 *
Charles Koppelman 875,000 375,000 500,000 2.00%
Janssen Partners, Inc. 859,000 859,000 0 *
Robert H. Cohen 5,000 5,000 0 *
Julia Venturino 20,000 20,000 0 *
Steven B. Nelson 5,000 5,000 0 *
Michael P. Benvenuto 10,000 10,000 0 *
Barrie Goldstein 1,000 1,000 0 *
</TABLE>
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*Less than 1%.
Charles A. Koppelman has been a director of Worldwide since June 1999 and
chairman of the board of Sportcut.com, Inc., Worldwide's subsidiary. Janssen
Partners, Inc. served as private placement agent for Worldwide's 1999 private
placement. Peter Janssen is a principal of Janssen Partners, Inc. Janssen
Partners, Inc. requested that a portion of the warrants it was to receive in
connection with its compensation for the private placement be issued to each of
Robert H. Cohen, Julia Venturino, Steven B. Nelson, Michael P. Benvenuto and
Barrie Goldstein.
PLAN OF DISTRIBUTION
The selling stockholders or their pledgees, donees, distributees,
transferees or other successors in interest may sell their shares from time to
time. Sales may be effected from time to time by underwriters who may be
selected by the selling stockholders and/or broker-dealers, in one or more
transactions on The Nasdaq SmallCap Market or other over-the-counter markets or,
in special offerings, or secondary distributions under the rules of the
over-the-counter markets. Some of these transactions may involve crosses and
block transactions. Sales may be made in negotiated transactions or otherwise,
at market prices prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices. In addition, any shares
covered by this prospectus that qualify for sale under Section 4(1) of the
Securities Act of 1933 or SEC Rule 144 may be sold under those provisions rather
than by means of this prospectus. Among other ways, the shares may be sold in
one or more of the following types of transactions:
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o a block trade in which a broker-dealer attempts to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker or dealer as principal;
o an exchange distribution in accordance with the rules of the
specific exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face-to-face transactions between sellers and purchasers without a
broker-dealer.
In effecting sales, brokers or dealers engaged by the selling stockholder 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. In connection with hedging
transactions, participants 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 their short positions. The selling stockholders may also
enter into option or other transactions. The selling stockholders may also
pledge the shares registered in connection with this prospectus to a broker or
dealer and upon a default, the pledgor may effect sales of the pledged shares by
using this prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholder in amounts to be
negotiated in connection with the sale. These brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with sales. Any commission,
discount or concession may be deemed to be underwriting discounts or commissions
under the Securities Act of 1933.
Information as to whether underwriters who may be selected by the selling
stockholders, or any other broker-dealer, is acting as principal or agent for
the selling stockholder, 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 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. 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 that dealer or
broker.
Worldwide has advised the selling stockholders that during any time as it
may be engaged in a distribution of the shares included in this prospectus, they
are required to comply with Regulation M under the Securities Exchange Act of
1934. In general, Regulation M precludes the selling shareholders, any
affiliated purchasers and any broker-dealer or other person who participates in
the distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase, any security that 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.
Worldwide anticipates that the selling stockholders will offer all of
their shares for sale. Further, because it is possible that a significant number
of shares could be sold at the same time hereunder, any sales, or the
possibility thereof, may depress the market price of the common stock.
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LEGAL MATTERS
Some legal matters in connection with the securities being offered in this
prospectus will be passed upon for Worldwide by Parker Duryee Rosoff & Haft, New
York, New York 10017. Herbert F. Kozlov, a member of that law firm, is the
secretary and a director of Worldwide.
EXPERTS
The consolidated financial statements of Worldwide and its subsidiaries
included in Worldwide's annual report on Form 10-KSB for the year ended December
31, 1998 incorporated in this prospectus by reference have been audited by
Friedman Alpren & Green. These statements are incorporated in this prospectus by
reference in reliance upon the report of that firm given upon the authority of
members of that firm as experts in accounting and auditing.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION ABOUT WORLDWIDE
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). You may read
and copy any of the information on file with the SEC at the SEC's public
reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois.
Copies of the filed documents can be obtained by mail from the Public Reference
Section of the SEC at Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549
at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Filed documents are also available to
the public at the SEC's Web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until all of the shares offered are sold:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998;
(b) Our Proxy Statement on Schedule 14A, filed on November 16, 1999;
(c) Our Quarterly Reports on Form 10-QSB, filed on May 20, 1999, August
19, 1999 and November 15, 1999;
(d) Our Current Report on Form 8-K, filed on February 17, 1999, as
amended by the filing made on March 4, 1999; and
(e) Our Current Report on Form 8-K, filed on February 18, 2000.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference reference in this prospectus modifies or
supersedes that statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
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You can request, and we will send to you, without charge, copies of
documents that are incorporated by reference in this prospectus but which are
not delivered to you (other than exhibits to documents which are not
specifically incorporated by reference). You may request these copies by writing
or telephoning Marc Roberts, President, Worldwide Entertainment Sports Corp., 29
Northfield Avenue, West Orange, New Jersey 07052; telephone number (973)
325-3244.
You should rely on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth Worldwide's estimates of the expenses to be
incurred by it in connection with the Common Stock being offered hereby:
SEC Registration Fee ................................... $ 3,173
Legal fees and expenses ................................ $10,000*
-------
$13,173
=======
* Denotes estimated
Item 15. 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 Worldwide is insured or indemnified in any manner
against liability which he may incur in his capacity as such:
Article SIXTH of the Certificate of Incorporation of Worldwide 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
13
<PAGE>
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.
(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.
Worldwide's amended and restated By-Laws provides, in pertinent part:
ARTICLE IV. INDEMNIFICATION. Each director or officer who the Corporation
is empowered to indemnity 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.
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Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Number Description of Exhibit
------ ----------------------
5.01 -- Opinion of Parker Duryee Rosoff & Haft
23.01 -- Consent of Friedman Alpren & Green LLP
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 Part II of this Registration Statement)
* Denotes previously filed.
Item 17. 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:
i. To include any propectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
iii. 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;
Provided, however, That paragraphs (a)1(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
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<PAGE>
2. 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. 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. If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include
any financial statements required by Rule 3-19 of this chapter at
the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
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<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-3 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 February 17, 2000.
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 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Marc Roberts Chief Executive Officer, February 17, 2000
- ---------------------------------- President and Director
Marc Roberts
* Director February 17, 2000
- ----------------------------------
Allan Cohen
* Director and Secretary February 17, 2000
- ----------------------------------
Herbert F. Kozlov
* Director February 17, 2000
- ----------------------------------
Harvey Silverman
* Director February 17, 2000
- ----------------------------------
John D'Angelo
* Director February 17, 2000
- ----------------------------------
Charles A. Koppelman
* Director February 17, 2000
- ----------------------------------
Jordan Schlachter
</TABLE>
*Denotes Marc Roberts, Attorney-in-fact
17
<PAGE>
EXHIBIT 5.01
February 17, 2000
Worldwide Entertainment & Sports Corp.
29 Northfield Avenue
West Orange, New Jersey 07052
Re: Registration Statement on Form S-3 under the Securities Act of
1933
Ladies and Gentlemen:
In our capacity as counsel to Worldwide Entertainment & Sports Corp., a
Delaware corporation (the "Company"), we have been asked to render this opinion
in connection with a Registration Statement on Form S-3, being filed
contemporaneously herewith by Worldwide with the Securities and Exchange
Commission under the Securities Act of 1933 (the "Registration Statement"),
covering an aggregate of 6,941,508 of Common Stock, $0.01 par value (the "Common
Stock"), which have been included in the Registration Statement as Selling
Stockholders.
In that connection, we have examined the Certificate of Incorporation and
the By-Laws of Worldwide, both as amended to date, the Registration Statement,
corporate proceedings of Worldwide relating to the issuance of the Common Stock
and such other instruments and documents as we have deemed relevant under the
circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate
records furnished to us by Worldwide include all corporate proceedings taken by
the company to date in connection with the issuance of the shares of Common
Stock being registered.
Based upon and subject to the foregoing, we are of the opinion that:
(1) Worldwide has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The outstanding shares of Common Stock being registered are duly and
validly authorized and fully paid and non-assessable.
(3) The shares of Common Stock being registered that will be issued upon
the exercise of warrants, when duly issued upon exercise of such warrants, will
be duly and validly authorized and fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
<PAGE>
EXHIBIT 23.01
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 26, 1999, included in the
annual report on Form 10-KSB of the Worldwide Entertainment & Sports Corp. for
the year ended December 31, 1998 and to the reference to our firm under the
caption "Experts" in the prospectus.
Friedman Alpren & Green LLP
New York, New York
February 18, 2000
