As filed with the Securities and Exchange Commission on March 11, 1999.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
RETROSPETTIVA, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
-----------
California 94-4298051
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-----------
8825 West Olympic Blvd., Beverly Hills, CA 90211
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
1996 Stock Option Plan
(Full title of the plan)
Hamid R. Vaghar, Chief Financial Officer
8825 West Olympic Blvd.
Beverly Hills, CA 90211
(310) 657-1745
---------------------------------
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective.
--------------------------------
Exhibit Index Begins at Page II-6
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================
CALCULATION OF REGISTRATION FEE
====================================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Security(2) Price(2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,786,930 Shares $4.4375 $12,367,001 $3648.
no par value
====================================================================================================
</TABLE>
(1) This Registration Statement, pursuant to Rule 416, covers any additional
shares of no par value Common Stock ("shares") which become issuable under
the 1996 Employee Stock Plan ("Plan") set forth herein by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase
in the number of shares outstanding.
(2) Estimated solely for the purpose of computing the amount of the
Registration fee under Rule 457 of the Securities Act of 1933, as amended.
A total of 2,786,930 shares are issuable under the Plan at an offering
price per share based upon the closing price of the Common Stock on the
NASDAQ National Market on March 8, 1999 of $4.4375 per share.
ii
<PAGE>
<TABLE>
<CAPTION>
RETROSPETTIVA, INC.
PART I
Cross Reference Sheet Required by Item 501
Item in Form S-8 Caption In Prospectus
---------------- ---------------------
<S> <C> <C>
1. General Plan Information.................... Cover Page; Selling Stockholders; Description of the Plan;
Tax Consequences
2. Registrant Information and
Employee Plan Annual
Information................................. Available Information
3. Incorporation of Documents
by Reference................................ Incorporation by Reference
4. Description of Securities................... Description of the Plan; Applicable Securities Laws
Restrictions
5. Interests of Named Experts
and Counsel................................. Legal Matters
6. Indemnification of
Directors and Officers...................... SEC Position Regarding Indemnification
7. Exemption from Registration
Claimed..................................... Not Applicable
8. Exhibits.................................... Not Applicable (See Part II, Item 8)
9. Undertakings................................ Not Applicable (See Part II, Item 9)
</TABLE>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in the Reoffer Prospectus
which follows. The Reoffer Prospectus together with the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement
constitute the Section 10(a) Prospectus.
iii
<PAGE>
REOFFER PROSPECTUS
The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared on Form
S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the Registrant's 1996
Employee Stock Plan by directors of the Registrant, as defined in Rule 405 under
the Securities Act of 1933, as amended.
iv
<PAGE>
2,786,930 SHARES OF
COMMON STOCK
RETROSPETTIVA, INC.
---------------
1996 STOCK OPTION PLAN
---------------
We are offering on behalf of certain of our employees, officers, directors
and consultants up to 2,786,930 shares of our no par value common stock
purchasable by such employees, officers, directors and consultants pursuant to
common stock options under our 1996 Stock Option Plan. As of this date 2,681,634
options issued under the Plan are outstanding.
---------------
This prospectus will be used by our non-affiliates as well as persons who
are "affiliates" to resell the shares. We will not receive any part of the
proceeds of such sales although we will receive the exercise price for the stock
options.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
No person is authorized to give any information or to make any
representation regarding the securities we are offering and investors should not
rely on any such information. The information provided in the prospectus is as
of this date only.
----------------
The date of this Prospectus is March 11, 1999.
1
<PAGE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, including Sections 14(a) and 14(c) relating to proxy
and information statements, and in accordance therewith we file reports and
other information with the Securities and Exchange Commission. Reports and other
information which we file can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; 7
World Trade Center, New York, New York 10048; and 5670 Wilshire Boulevard, Los
Angeles, California 90036. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street N.W., Washington,
D.C. 20549 at prescribed rates. Our Common Stock is traded on the NASDAQ
National Market under the symbol "RTRO." Reports, proxy and information
statements may also be inspected at the NASDAQ National Market offices, 1735 K
Street Northwest, Washington, D.C. 20006 and on the Commission=s Web site at
www.sec.gov
We furnish annual reports to our shareholders which include audited
financial statements. We may furnish such other reports as may be authorized,
from time to time, by our Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this prospectus,
either in whole or in part. We will provide without charge (1) to each person to
whom a prospectus is delivered, upon written or oral request, a copy of any and
all of the information that has been incorporated by reference (not including
exhibits to the information unless such exhibits are specifically incorporated
by reference into the information), and (2) documents and information required
to be delivered to directors pursuant to Rule 428(b). Requests for any
information shall be addressed to us at 8825 West Olympic Blvd., Beverly Hills,
CA 90211, (310) 657-1745.
2
<PAGE>
TABLE OF CONTENTS
-----------------
INTRODUCTION................................................................ 4
SELLING STOCKHOLDERS........................................................ 5
METHOD OF SALE.............................................................. 6
SEC POSITION REGARDING INDEMNIFICATION....................................... 6
DESCRIPTION OF THE PLAN...................................................... 6
APPLICABLE SECURITIES LAW RESTRICTIONS....................................... 8
TAX CONSEQUENCES............................................................. 8
LEGAL MATTERS................................................................ 9
EXPERTS ..................................................................... 9
3
<PAGE>
INTRODUCTION
We contract for the manufacture of a variety of garments, primarily
basic women=s activewear, sportswear and businesswear which include skirts,
blouses, blazers, pants, shorts, vests and dresses, using assorted fabrics
including rayons, linens, cotton and wool. We offer such garments to customers
under our own labels and under private labels selected by our customers. We
market our products to
* large wholesalers
* national retailers including department stores
* women's chain clothing stores
Most of our garments are sold on a "package" basis pursuant to which we
market at fixed prices finished garments to the customer's specifications and
quantity requirements, arrange for production of the garments and deliver the
garments directly to the customer at the port of entry. In our marketing, we
emphasize these package arrangements and what we believe to be the better
quality and lower prices of garments produced by skilled Macedonian workers as
compared to lower paid workers in certain other regions.
As a package provider, we purchase fabrics and trims, arrange for cutting
and sewing, and coordinate any other services required to provide a completed
garment. Since we manufacture our finished products only upon receipt of
purchase orders from our wholesale and retail customers, and do not maintain an
inventory of finished products, we believe that we minimize the marketing and
fashion risk generally associated with the apparel industry. Fabrics and trims
are purchased from suppliers in China, India, Russia, Romania, Italy and the
United States. After dying the fabric, if necessary, the fabric and trim are
shipped to factories selected by us (located in Macedonia) where they are
manufactured into completed garments under our management and quality control
guidance.
The apparel industry is highly competitive and consists of numerous
manufacturers, importers, and distributors. Many of our competitors are
significantly larger, more diversified and have significantly greater financial,
distribution, marketing, name recognition and other resources than we. We
believe we have certain competitive advantages resulting from our relationship
with Macedonian manufacturers including (1) the availability in Macedonian
factories of highly skilled workers at relatively lower costs in more
economically developed regions, (2) a lack of quotas and lower tariffs in the
importation into the United States of finished goods from Macedonia, and (3)
lower shipping costs and faster garment delivery as a result of the closer
geographical proximity to the United States of our Macedonian contract
manufacturers compared to manufacturers in the Pacific Rim nations.
4
<PAGE>
We were organized in November 1990 initially to manufacture and import
textile products from Italy including finished garments and fabrics. By 1993, we
were purchasing fabrics from firms and factories around the world and
contracting for the manufacture of finished garments in Macedonia for
importation into the United States.
Our executive offices are located at 8825 West Olympic Blvd., Beverly
Hills, California 90211, and our telephone number is (310) 657-1745.
SELLING STOCKHOLDERS
This Prospectus covers possible sales by our officers, directors and
affiliates of shares they acquire through exercise of stock options ("options")
granted under the 1996 Stock Option Plan ("Plan"). The names of such individuals
who may be Selling Stockholders from time to time are listed below, along with
the number of shares of common stock currently owned by them and the number of
shares offered for sale. The number of shares offered for sale may be updated in
supplements to this prospectus, which will be filed with the Securities and
Exchange Commission in accordance with Rule 424(b) under the Securities Act of
1933, as amended. The address of each individual is in care of us at 8825 West
Olympic Blvd., Beverly Hills, California 90211, and our telephone number is
(310) 657-1745.
Number of
Name of Selling Shareholdings Shares Offered
Stockholder Number(1) Percent(1) For Sale
----------- --------- ---------- --------
Borivoje Vukadinovic(2) 2,404,054 46.3 1,458,070
Michael D. Silberman(3) 175,735 2.4 119,128
Ivan Zogovic 81,712 1.6 81,712
Mojgan Keywanfar 81,712 1.6 81,712
Hamid R. Vaghar 50,000 1.0 50,000
S. William Yost 23,826 * 23,826
Donald E. Tormey 23,826 * 23,826
Philip E. Graham 23,826 * 23,826
Frank Tribble (4) 213,748 4.1 213,748
- ----------
* Less than 1%.
5
<PAGE>
(1) Includes all stock options exercisable within 60 days from the date hereof,
including stock options issued under the Plan.
(2) Includes stock options to purchase 1,458,070 shares.
(3) Includes stock options to purchase 119,128 shares.
(4) Under an employment agreement with us, Mr. Tribble was granted an aggregate
of 600,000 stock options exercisable at $2.50 per share, of which 85,000
options have vested and the remaining 515,000 options will vest at the rate
of 42,916 options per month for the 12 months commencing March 1999. The
prospectus covers all 600,000 options.
METHOD OF SALE
Sales of the shares offered by this prospectus will be made on the Nasdaq
National Market, where our common stock is listed for trading, in other markets
where our common stock may be traded or in negotiated transactions. Sales will
be at prices current when the sales take place and will generally involve
payment of customary brokers' commissions. There is no present plan of
distribution.
SEC POSITION REGARDING INDEMNIFICATION
Our Articles of Incorporation and Bylaws provide for indemnification of
officers and directors, among other things, in instances in which they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
our best interests and in which, with respect to criminal proceedings, they had
no reasonable cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to our directors, officers or persons
controlling us under the provisions described above, we have been informed that
in the opinion of the Securities and Exchange Commission, indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
DESCRIPTION OF THE PLAN
In May 1996 our Board of Directors approved the Plan for the benefit of our
employees, officers, directors and consultants. We believe that the Plan
provides an incentive to individuals to act as employees, officers, directors
and consultants and to maintain a continued interest in our operations. All
options were issued under Section 422A of the Internal Revenue Code, and include
qualified and non-qualified stock options.
The terms of the Plan provide that we are authorized to grant options to
purchase shares of common stock to our employees, officers, directors and
consultants upon the majority consent of our Compensation Committee. Any
6
<PAGE>
employee, officer, director or consultant is eligible to receive options under
the Plan. The option price to be paid by optionees for shares under qualified
stock options must not be less than the fair market value of the options shares
as reported by the Nasdaq National Market on the date of the grant. The option
price for nonqualified stock options must not be less than 85% of such fair
market value. Options must be exercised within 10 years following the date of
grant (or sooner at the discretion of the Compensation Committee), and the
optionee must exercise options during service to us or within three months of
termination of such service (12 months in the event of death on disability). The
Compensation Committee may extend the termination date of an option granted
under the Plan.
A total of 2,786,930 shares of our authorized but unissued common stock
have been reserved for issuance pursuant to the Plan of which 2,681,634 options
are currently outstanding at exercise prices ranging from $.63 to $6.75 per
share. In the event of a change in control of our company (as defined in the
Plan), all outstanding options become immediately exercisable.
Options under the Plan may not be transferred, except by will or by the
laws of intestate succession. The number of shares and price per share of the
options under the Plan will be proportionately adjusted to reflect forward and
reverse stock splits. The holder of an option under the Plan has none of the
rights of a shareholder until shares are issued.
The Plan is administered by the Compensation Committee (consisting of not
less than two disinterested directors) which has the power to interpret the
Plan, determine which persons are to be granted options and the amount of such
options. The provisions of the Federal Employee Retirement Income Security Act
of 1974 do not apply to the Plan. Shares issuable upon exercise of options will
not be purchased in open market transactions but will be issued by us from
authorized shares. Payment for shares must be made by optionees in cash from
their own funds. No payroll deductions or other installment plans have been
established. No reports will be made to optionees under the Plan except in the
form of updated information for the prospectus. There are no assets administered
under the Plan, and, accordingly, no investment information is furnished
herewith.
Shares issuable under the Plan may be sold in the open market, without
restrictions, as free trading securities. No options may be assigned,
transferred, hypothecated or pledged by the option holder. No person may create
a lien on any securities under the Plan, except by operation of law. However,
there are no restrictions on the resale of the shares underlying the options.
The Plan will remain in effect until May, 2006 but may be terminated or
extended by our Board of Directors. Additional information concerning the Plan
and its administrators may be obtained from us at the address and telephone
number indicated under "Incorporation by Reference" above.
7
<PAGE>
APPLICABLE SECURITIES LAW RESTRICTIONS
If the optionee is deemed to be an "affiliate" (as that term is defined
under the Securities Act of 1933, as amended), the resale of the shares
purchased upon exercise of options covered hereby will be subject to certain
restrictions and requirements. Our legal counsel may be called upon to discuss
these applicable restrictions and requirements with any optionee who may be
deemed to be an affiliate, prior to exercising an option.
In addition to the requirements imposed by the Securities Act of 1933, the
antifraud provisions of the Securities Exchange Act of 1934 and the rules
thereunder (including Rule 10b-5) are applicable to any sale of shares acquired
pursuant to options.
Up to 2,786,930 shares may be issued under the Plan. We have authorized
15,000,000 shares of common stock, of which 2,900,000 shares were outstanding as
of February 28, 1999. Common shares outstanding and those to be issued upon
exercise of options are fully paid and nonassessable, and each share of stock is
entitled to one vote at all shareholders' meetings. All shares are equal to each
other with respect to lien rights, liquidation rights and dividend rights. There
are no preemptive rights to purchase additional shares by virtue of the fact
that a person is a shareholder of the Company. Shareholders do not have the
right to cumulate their votes for the election of directors.
Our directors must comply with certain reporting requirements and resale
restrictions pursuant to Sections 16(a) and 16(b) of the Securities Exchange Act
of 1934 and the rules thereunder upon the receipt or disposition of any options.
TAX CONSEQUENCES
If an option is exercised and if the optionee does not dispose of the
shares acquired pursuant to the exercise within two years of the date of the
granting of the option nor within one year from the transfer of the shares
pursuant to exercise of the options, then there will not be any federal income
tax consequences to us from either the exercise of the option or the receipt of
the proceeds with respect to the exercise of the option. In such circumstances,
the optionee would not be required to recognize any taxable income upon the
exercise of the option.
Furthermore, the sale of the shares received pursuant to the exercise of
the option would result in long-term capital gain or long-term capital loss to
the optionee based on the difference between the amount received with respect to
such sale and the amount paid upon the exercise of the option.
If an optionee exercised an option and sold the shares acquired pursuant to
such exercise either within two years from the date of the granting of the
option or within one year from the date of the transfer of such shares to him
pursuant to his exercise of the option, then in general we would be entitled to
a deduction for federal income tax purposes equal to lessor of: (i) the fair
market value of the stock on the date of exercise over the option price of the
stock; or (ii) the amount realized on disposition over the adjusted basis of the
stock. The optionee would recognize income equal to the amount of our deduction.
Our deduction would be allowed, and the optionee's income would be taxable, in
8
<PAGE>
the year the optionee disposed of the shares. However, if the disposition occurs
within two years of the date of the grant and the disposition is a sale or
exchange with respect to which a loss, if sustained, would be recognized
(generally any disposition other than to a related party), then the optionee's
income and our deduction would not exceed the excess (if any) of the amount
realized on such sale or exchange over the adjusted basis of such shares. We
expect that optionees will be required to exercise their options within five
years from the date of grant although optionees may hold the shares issuable
upon exercise of the options indefinitely.
For options exercised after 1987, an individual generally must include in
alternative minimum taxable income the amount by which the option price paid is
exceeded by the fair market value at the time the individual's rights to the
shares are freely transferable or are not subject to a substantial risk of
forfeiture. The alternative minimum tax is payable only if the alternative
minimum tax exceeds the regular income tax liability.
The provision of Section 401(a) of the Code, relating to "qualified"
pension, profit sharing and stock bonus plans, do not apply to the options or
underlying shares covered hereby.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed on
for us by Gary A. Agron, 5445 DTC Parkway, Suite 520, Englewood, Colorado 80111.
EXPERTS
Our financial statements incorporated by reference to our definitive
Prospectus dated September 23, 1997 and our Annual Report on Form 10KSB covering
the years ended December 31, 1996 and 1997, were audited by AJ. Robbins, P.C.,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) The Registrant's definitive Prospectus dated September 23, 1997,
included in the Registrant's Registration Statement on Form SB-2, file no.
333-29295 under the Securities Act of 1033 (the "Act"), which includes the
Registrant's audited financial statements for the years ended December 31,
1996 and 1995.
(b) The Registrant's Annual Report on Form 10KSB for the year ended
December 31, 1997.
(c) The Registrant's quarterly reports on Form 10-QSB for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998, filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934.
(d) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form SB-2 under the Act, file no.
333-29295, including any amendments or reports filed for the purpose of
updating such description.
(e) The Registrant's Registration Statement on Form S-8 dated January 8,
1998, Sec File No. 333-43957.
(f) All other reports and subsequent reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold at the time of such amendment will be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement 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 herein modifies or
II-1
<PAGE>
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that liability of
directors to the Registrant for monetary damages is eliminated to the full
extent provided by California law. Under California law, a director is not
personally liable to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its shareholders ; (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) for authorizing the unlawful payment of a
dividend or other distribution on the Registrant=s capital stock or the unlawful
purchases of its capital stock; or (iv) for any transaction from which the
director derived any improper personal benefit.
The effect of this provision in the Articles of Incorporation is to
eliminate the rights of the Registrant and its shareholders (through
shareholders' derivative suits on behalf of the Registrant) to recover monetary
damages from a director for breach of the fiduciary duty of care as a director
(including any breach resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i) through (iv) above. This
provision does not limit or eliminate the rights of any securityholder to seek
non-monetary relief, such as an injunction or rescission, in the event of a
breach of a director's duty of care or any liability for violation of the
federal securities laws.
Insofar as indemnification for liabilities arising under the 1993 Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a list of Exhibits filed as part of the Registration
Statement:
II-2
<PAGE>
4. 1996 Stock Option Plan. (1)
4.1 Form of 1996 Incentive Stock Option Agreement under the 1996 Stock
Option Plan (1)
4.2 Form of 1996 Non-Statutory Stock Option Agreement under the 1996 Stock
Option Plan. (1)
5.03 Opinion of Gary A. Agron
23.05 Consent of AJ. Robbins, P.C., independent certified public
accountants
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 dated January 8, 1998, SEC File No. 333-43957.
Item 9. Undertakings
The 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 prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (2) 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
Registration Statement; (3) that, for the purpose of determining any liability
under the Securities Act of 1933, each 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; and (4) 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 Plan.
The Registrant hereby undertakes to deliver or cause to be delivered with
the prospectus to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 payment by the Registrant of expenses incurred or
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paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant 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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SIGNATURES
Pursuant to 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 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 Beverly Hills, State of California, on this 10 day of
March, 1999
RETROSPETTIVA, INC.
By: /s/ Borivoje Vukadinovic
------------------------------
Borivoje Vukadinovic
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Borivoje Vukadinovic President, Chief Executive Officer, March 10, 1999
- ------------------------------------
Borivoje Vukadinovic and Director
/s/ Hamid R. Vaghar Chief Financial Office (Principal March 10, 1999
- ------------------------------------
Hamid R. Vaghar Accounting Officer)
/s/ Ivan Zogovic Manager - Export/Import March 10, 1999
- ------------------------------------
Ian Zogovic and Director
/s/ Mojgan Keywanfar Controller, Secretary and Director March 10, 1999
- ------------------------------------
Mojgan Keywanfar
/s/ Donald E. Tormey Director March 10, 1999
- ------------------------------------
Donald E. Tormey
/s/ Michael D. Silberman Director March 10, 1999
- ------------------------------------
Michael D. Silberman
/s/ Donald E. Torney Director March 10, 1999
- ------------------------------------
Donald E. Torney
/s/ Phillip E. Graham Director March 10, 1999
- ------------------------------------
Phillip E. Graham
</TABLE>
II-5
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EXHIBIT INDEX
Exhibit No. Exhibit Page No.
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5.03 Opinion of Gary A. Agron
23.06 Consent of AJ. Robbins, P.C., independent
certified public accountants
II-6
March 8, 1999
Retrospettiva, Inc.
8825 West Olympic Blvd.
Beverly Hills, CA 90211
Gentlemen:
We have assisted in the preparation and filing of Retrospettiva, Inc. (the
"Company") of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission relating to 2,786,930
shares of no par value Common Stock (the "Option Shares") of the Company
issuable upon exercise of options granted under the Company's 1996 Stock Option
Plan (the "Option").
We have examined such records and documents and have made such examination
of laws as we considered necessary to form a basis for the opinions set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based upon and subject to the foregoing, we are of the opinion that the
Option Shares have been duly authorized and reserved for issuance and such
Option Shares, when issued in accordance with the terms of the Option against
payment therefor, will be duly and validly issued, fully paid and nonassessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act of 1933, as amended, and applicable state
laws relating to the offer and sales of securities.
We consent to the filing of a copy of this opinion in the Registration
Statement and the use of our opinion in connection herewith.
Very truly yours,
/s/ Gary A. Agron
---------------------------
Gary A. Agron
GAA/bmj
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of our
report dated February 6, 1998 on the financial statements of Retrospettiva,
Inc., and to the reference made to our firm under the caption "Experts" included
in or made part of this Registration Statement.
AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS
Denver, Colorado
March 11, 1999
