As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
--------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3858917
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 CORPORATE BOULEVARD, SUITE 317
BOCA RATON, FLORIDA 33431
(Address of principal executive offices) (Zip Code)
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. INCENTIVE STOCK OPTION PLAN
FOR EMPLOYEES, DIRECTORS, CONSULTANTS AND ADVISERS
(Full Title of the Plan)
RICHARD IAMUNNO
PRESIDENT
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
2200 CORPORATE BOULEVARD, SUITE 317
BOCA RATON, FLORIDA 33431
(Name and Address of agent for service)
(561) 995-2190
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
WILLIAM RILEY, ESQ.
396 BROADWAY
NEW YORK, NEW YORK 10013
(212) 219-9866
Approximate date of proposed sales pursuant to the plan:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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<C> <C> <C> <C> <C>
Common Stock
par value,
$.001 per 250,000 (1)
share shares $9.75(2) $2,437,500 $738.64
================================================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the Company's Incentive Stock Option Plan
for Employees, Directors, Consultants and Advisers.
<PAGE>
(2) The offering price is calculated solely for purposes of determining the
registration fee for this offering under Rule 457(h) of the Securities
Act of 1933, as amended, based on the average of the closing bid and
ask price of the Company's Common Stock on February 5, 1997 as reported
on the Nasdaq OTC Bulletin Board.
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<PAGE>
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") are incorporated herein by reference by Atlantic
International Entertainment, Ltd. (the "Company") and made a part hereof:
(a) The Company's Registration Statement Form 10-SB filed with the
Commission on November 15, 1995 and amended on Form 10-SB/A
filed with the Commission on March 1, 1996;
(b) The Company's Quarterly Reports on Form 10-QSB for the
Quarters ended March 31, 1996, June 30, 1996, and September
30, 1996; and
(c) The Company's Current Reports on Form 8-K dated July 16, 1996,
November 18, 1996, December 19, 1996, and January 30, 1997.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which de-registers all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of Common Stock, $.001 par value. On February 7, 1997, there
were 9,190,564 shares of Common Stock outstanding, owned by approximately 283
stockholders of record. Holders of Common Stock are entitled to one
noncumulative vote for each share held of record on all matters submitted to a
vote of the stockholders. Subject to preferences that may be applicable to any
then outstanding Preferred Stock, holders of Common Stock are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor. In the event of a liquidation, dissolution
or winding up of the Company, holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding Preferred Stock. Holders of Common Stock have
no right to convert their Common Stock into any other securities. The Common
Stock has no preemptive or other subscription rights.
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<PAGE>
There are no redemption or sinking fund provisions applicable to the Common
Stock. All issued and outstanding shares of Common Stock are, and those offered
hereby, when issued, will be, fully paid and nonassessable with no personal
liability attaching to the ownership thereof.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's By-laws authorize indemnification of directors and
officers as follows:
ARTICLE 6 - INDEMNIFICATION
The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as that Section
may be amended and supplemented from time to time, indemnify any
director, officer or trustee which it shall have power to indemnify
under the Section against any expenses, liabilities or other matters
referred to in or covered by that Section. The indemnification provided
for in this Article (i) shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding such office, (ii) shall
continue as to a person who has ceased to be a director, officer or
trustee and (iii) shall inure to the benefit of the heirs, executors
and administrators of such a person. The corporation's obligation to
provide indemnification under this Article shall be offset to the
extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the
corporation or any other person.
Expenses incurred by a director of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of
the fact that he is or was a director of the Corporation (or was
serving at the Corporation's request as a director or officer of
another corporation) shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized by relevant sections of
the General Corporation Law of Delaware.
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<PAGE>
To assure indemnification under this Article of all such
persons who are determined by the corporation or otherwise to be or to
have been "fiduciaries" of any employee benefit plan of the corporation
which may exist from time to time, such Section 145 shall, for the
purposes of this Article, be interpreted as follows: an "other
enterprise" shall be deemed to include such an employee benefit plan,
including, without limitation, any plan of the corporation which is
governed by the Act of Congress entitled "Employee Retirement Income
Security Act of 1974," as amended from time to time; the corporation
shall be deemed to have requested a person to serve an employee benefit
plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan;
excise taxes assessed on a person with respect to an employee benefit
plan pursuant to such Act of Congress shall be deemed "fines"; and
action taken or omitted by a person with respect to an employee benefit
plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.
See Item 9(e) below for information regarding the position of the
Commission with respect to the effect of any indemnification for liabilities
arising under the Securities Act of 1933, as amended.
Section 145 of the Delaware General Corporation Law provides as
follows:
"(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or
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<PAGE>
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if
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<PAGE>
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have with
respect to such
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<PAGE>
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to any employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participant and
beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."
The Company maintains a directors and officers insurance and company
reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Company for such loss for which the Company has lawfully
indemnified the directors and officers. The policy contains various exclusions,
none of which relate to the offering hereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4 - Incentive Stock Option Plan for Employees, Directors,
Consultants and Advisers.
5 - Opinion of William J. Reilly, Esq.
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<PAGE>
23(a) - Consent of Jones, Jensen & Company, independent
auditors.
23(b) - Consent of William J. Riley, Esq. (included in his
opinion filed herewith as Exhibit 5).
24 - Powers of Attorney (included on page 11).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
a) 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 prospectus requires 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 and 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 percent 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 (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
b) 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
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<PAGE>
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.
c) 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.
d) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
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.
e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on this 10th day of
February, 1997.
Atlantic International Entertainment, Ltd.
(Registrant)
/S/ RICHARD IAMUNNO
------------------------------------------------------
Richard Iamunno, Chief Executive Officer and President
POWER OF ATTORNEYS AND SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the undersigned officers and
directors of Atlantic International Entertainment, Ltd. hereby constitutes and
appoints Richard Iamunno and Norman Hoskin and each of them singly, as true and
lawful attorneys-in-fact and agents with full power of substitution and
re-substitution, for him in his name 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 other documents
in connection therewith, with the Securities and Exchange Commission and to
prepare any and all exhibits thereto, and other documents in connection
therewith, and to make any applicable state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite or necessary to be done to
enable said corporation to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, 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 their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ NORMAN HOSKIN Chairman of the Board, February 10, 1997
- ----------------------- Secretary & Treasurer
Norman Hoskin (Principal Accounting and
Financial Officer)
/S/ RICHARD IAMUNNO President, Chief Executive February 10, 1997
- ---------------------- Officer, Director
Richard Iamunno
/S/ STEVEN BROWN Director February 10, 1997
- ----------------------
Steven Brown
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ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
INCENTIVE STOCK OPTION PLAN
FOR
EMPLOYEES, DIRECTORS, CONSULTANTS, AND ADVISERS
The securities issued pursuant to this Plan have not been registered
pursuant to the Securities Act of 1933, as amended. The securities may be
offered or sold only pursuant to (i) a Registration Statement pursuant to such
Act, including a Registration Statement on Form S-8, or (ii) an opinion of
counsel, satisfactory to the Company, that an exemption from registration
pursuant to such Act is available.
1. PURPOSE. The purpose of this Plan is to secure long term
relationships for Atlantic International Entertainment, Ltd., and thereby afford
its stockholders the benefits arising from capital stock ownership by the
Company's Employees, Directors, Consultants, and Advisers, who can help in the
company's growth and success and to provide an effective means of compensation
for such persons and entities providing services to the Company in lieu of cash
payments therefor.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors or a Committee appointed by the Board (the "Committee"), which shall
consist of not less than two members appointed by the Board of Directors. As
used in this Plan, references to the "Committee" shall mean either such
Committee or the Board if no committee has been established. The Board of
Directors may from time to time and in its sole discretion remove members from
or add members to any such Committee. Vacancies, however caused, shall be filled
by the Board of Directors. The Committee may act at a meeting, including
telephonically, in which a majority are present, or by written consent of a
majority of the Committee. The Committee shall have the authority to construe
and interpret the Plan, to define the terms used herein, and to review,
deliberate and act upon the written recommendations of the Chief Executive
Officer of the Company with respect to shares of Common Stock proposed to be
issued pursuant to the Plan. All determinations and interpretations made by the
Committee shall be binding and conclusive upon all participants in the Plan and
on their legal representatives and beneficiaries.
3. ELIGIBILITY AND PARTICIPATION. Employees, Directors, Consultants,
and Advisers of the Company, or any of its subsidiary corporations, shall be
eligible for participation in the Plan. Each person or entity acquiring shares
of Common Stock pursuant to exercise of Options granted under the Plan shall be
acquiring such shares for investment purposes only, in lieu of cash compensation
for services rendered to the Company, and at such exercise price(s) as shall be
determined by the Committee at time of grant. Such shares issuable upon exercise
of any Option shall be issued only upon opinion of counsel that an exemption
from registration pursuant to the Securities Act of 1933, as amended, is
available for such issuance. The Company may, but is not required to, register
such shares for public sale pursuant to the Act, including but not limited to a
Registration on Form S-8.
<PAGE>
4. SHARES SUBJECT TO PLAN. Subject to modification by the Board of
Directors in accordance with the By-Laws of the Company, the stock to be issued
pursuant to Options granted pursuant to this Plan shall be limited to 250,000
shares of Common Stock, $.001 par value, which number of shares have been
reserved for issuance in accordance with the terms of this Plan by prior action
of the Board.
5. ADJUSTMENTS. If the outstanding shares of the Common Stock of the
Company are increased, decreased, or changed into or exchanged for a different
number or kind of shares or securities of the Company, through reorganization,
recapitalization, reclassification, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares authorized to be issued pursuant to this Plan.
6. ASSIGNMENT OR TRANSFER OF OPTIONS. Options granted pursuant to the
Plan may not be transferred by the Option grantee without the express written
consent of the Committee, except that an Option grantee shall not be require to
obtain such consent for transfer or sale of such Option to any member of the
Option grantee's immediate family, including a transfer by operation of law, or
a transfer or sale to a corporation or partnership of which the Option grantee
holds at least a 25% interest at the time of such transfer or sale.
7. AMENDMENT AND TERMINATION OF PLAN. The Board of Directors of the
Company may at any time, by appropriate action, suspend or terminate the Plan,
or amend the terms and conditions of the Plan.
8. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as directors of the Company, the members of the
Committee shall be indemnified by the Company to the full extent permitted by
the General Corporation Law of the State of Delaware, and to indemnify and hold
harmless each member with respect to any action, claim, suit or proceeding to
which such indemnification applies, including the costs and expenses of defense.
9. APPLICABLE LAW. The terms and conditions of this Plan, and all
proceedings related thereto, shall be interpreted and construed in accordance
with the Laws of the State of Delaware.
10. EFFECTIVE DATE. The Plan shall be come effective as of the 1st day
of January, 1997, and shall expire of the 31st day of December, 2006, unless
further extended by appropriate action of the Board of Directors.
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LAW OFFICES
WILLIAM J. REILLY, ESQ.
396 Broadway
New York, N.Y. 10013
(212) 219-9866
Fax: (212) 219-9868
5 February 1997
Atlantic International Entertainment, Ltd.
2200 Corporation Blvd., Suite 317
Boca Raton, FL 33431
RE: Atlantic International Entertainment, Ltd.
Registration Statement on Form S-8
To The Board of Directors:
We refer to your Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of an aggregate of
250,000 Shares of Common Stock authorized for issuance pursuant to the Incentive
Stock Option Plan adopted by the Board of Directors. We advise you that, in our
opinion, when such shares have been issued pursuant to the applicable provisions
of the Incentive Stock Option Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully-paid and non-assessable
shares of Atlantic International Entertainment, Ltd. Common Stock.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ WILLIAM J. REILLY
---------------------
William J. Reilly
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Atlantic International Entertainment, Ltd.
I consent to the use in the S-8 filings of Atlantic International
Entertainment, Ltd. relating to my report dated February 24, 1996, accompanying
the financial statements of Atlantic International Entertainment, Ltd., formerly
known as CEEE Group Corporation contained in such Registration Statement and to
the use of my name, and the statements, with respect to me, under the heading
"Experts" in the Prospectus.
/s/ Jones, Jensen & Company
- ---------------------------
Jones, Jensen & Company
February 3, 1997
