<PAGE> 1
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEW VISUAL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Utah 95-4545704
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5737 Pacific Center Blvd., Suite A 92121
- ---------------------------------- -----
(Address of Principal Offices) (Zip Code)
NEW VISUAL ENTERTAINMENT, INC. NONSTATUTORY STOCK OPTION PLAN
-------------------------------------------------------------
(Full Title of the Plan)
Ray Willenberg, Jr.
5737 Pacific Center Blvd., Suite A
San Diego, California 92121
---------------------------------------
(Name and address of agent for service)
(619) 657-9777
---------------------------------
(Telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: Upon
exercise of the options granted under the Stock Option Plan, but in no event
prior to 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 PER OFFERING REGISTRATION
REGISTERED REGIST.(1) SHARE PRICE FEE(2)
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par
issuable upon
exercise of
options 5,000,000 $.6875 $3,437,500.00 $1,185.34
- ----------------------------------------------------------------------
</TABLE>
<PAGE> 2
(1) The aggregate amount of securities registered hereunder is for shares
of Common Stock which have been authorized and reserved for issuance under the
Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers such additional shares of common
stock to be offered or issued to prevent dilution as a result of future stock
splits, stock dividends or similar transactions.
(2) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, and based
upon the average of the bid and ask prices per share of the Registrant's Common
Stock on a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by the American Stock Exchange.
<PAGE> 3
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of
5,000,000 shares of Common Stock of the Company issuable upon the exercise of
options granted and to be granted under the Company's 1997 Nonstatutory Stock
Option Plan ("Plan").
<PAGE> 4
PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended, and are incorporated herein by
reference.
ITEM 1. PLAN INFORMATION.
Plan Description for 1997 Nonstatutory Incentive Stock Option Plan
(the "Plan"), dated February 3, 1997.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required to be provided to participants
pursuant to this Item is set forth in the Plan Description referenced in
Item 1 above.
<PAGE> 5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUSES
ITEM 3. Incorporation of Documents by Reference.
The following documents are incorporated in this Prospectus by reference
and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1996;
(b) The Company=s Quarterly Report on Form 10-QSB for the quarter(s)
ended January 31, 1997.
(c) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the 10-KSB referred to in (a)
above.
In addition, all documents filed by the Company pursuant to Sections 13 or
14 of the Securities Exchange Act of 1934, as amended, subsequent to the end of
the fiscal year which indicates that all securities offered hereby have been
sold and to deregister all securities remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
Pursuant to the Company's certificate of incorporation and by-laws, the
Company shall indemnify its directors, officers, employees and agents to the
full extent permissible under the General Corporation Law of the State of Utah,
as effective from time to time, or any other applicable law.
Under the Utah General Corporation Law, the Company has the power to
indemnify directors, officers, employees and agents under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee, or agent of the Company if it
<PAGE> 6
is determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provisions.
<PAGE> 7
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 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 Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy.
The Company's certificate of incorporation and by-laws provide that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
paying a dividend or approving a stock repurchase which was illegal under
section 174 of the Utah General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.
ITEM 7. Exemption From Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
Number Description
- ------ -----------
4
New Visual Entertainment, Inc. 1997 Nonstatutory Stock Option
Plan
5 Consent and Opinion of Law Firm of G. David Gordon &
Associates, P.C.
23.1 Reference is made to Exhibit 5
23.2 Consent of BDO Seidman, LLP
ITEM 9. 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:
<PAGE> 8
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended.
(b) 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; and
(c) 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 (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by this paragraph is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the registration statement.
(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) 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 Section 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.
(5) 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
<PAGE> 9
required to be presented by Article 3 of Regulation S-X is 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.
(6) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the registrant's
annual report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the registration
shall state in the prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the employee. If the last year of the
registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating
in the Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
<PAGE> 10
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Phil Kueber and Ray Willenberg, Jr., and each of
them, as his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this
Registration Statement (including post-effective amendments) and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
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, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
<PAGE> 11
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Phil Kueber
- ---------------------- President March 28, 1997
Phil Kueber and Director
/s/ Ray Willenberg
- ---------------------- Secretary March 28, 1997
Ray Willenberg, Jr. and Director
/s/ Frank DeMille
- ---------------------- Director March 28, 1997
Frank DeMille
<PAGE> 12
Registration No.___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
Exhibits
To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------
NEW VISUAL ENTERTAINMENT, INC.
================================================================================
<PAGE> 13
EXHIBITS
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
4 New Visual Entertainment, Inc. 1997 Nonstatutory Stock
Option Plan
5 Consent and Opinion of Law Firm of G. David Gordon &
Associates, P.C.
23.1 Reference is made to Exhibit 5
23.2 Consent of BDO Seidman, LLP
</TABLE>
<PAGE> 1
Exhibit 4
NEW VISUAL ENTERTAINMENT, INC.
1997 NONSTATUTORY INCENTIVE
STOCK OPTION PLAN
1. PURPOSE.
The purpose of the 1997 Nonstatutory Stock Option Plan (hereinafter
referred to as the "Plan") is to provide a special incentive to selected key
employees and consultants of New Visual Entertainment, Inc. (hereinafter
referred to as the "Company"), and its subsidiaries to promote the Company's
business. The Plan is designed to accomplish this purpose by offering such
employees an opportunity to purchase shares of the common stock of the Company
enabling them to share in the Company's success. For purposes of the Plan, a
subsidiary is any corporation in which the Company owns, directly or indirectly,
stock possessing fifty percent or more of the total combined voting power of all
classes of stock or over which the Company has effective operating control.
2. ADMINISTRATION.
The Plan shall be administered by an Option Committee to be established by
the Board of Directors of the Company. The Committee shall consist of three or
more members, one of whom shall be neither an officer nor an employee of the
Company. The Committee shall have authority, consistent with the Plan,
(a) to determine which of the key employees and consultants of
the Company and its subsidiaries shall be granted options;
(b) to determine the time or times when options shall be granted and
the number of shares of common stock to be subject to each option;
(c) to determine the option price of the shares subject to each
option and the method of payment of such price;
(d) to determine the time or times when each option becomes
exercisable and the duration of the exercise period, subject to the
limitations contained in Paragraph 6(b);
(e) to prescribe the form or forms of the instruments evidencing any
options granted under the Plan and of any other instruments required under
the Plan and to change such forms from time to time;
(f) to adopt, amend and rescind rules and regulations for the
administration of the Plan and the options and for its own acts and
proceedings; and
<PAGE> 2
(g) to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan. All decisions,
determinations and interpretations of the Committee shall be binding on
all parties concerned.
3. PARTICIPANTS.
The participants in the Plan shall be key employees or consultants of the
company or of any of its subsidiaries, whether or not also officers or
directors, as may be selected from time to time by the Committee in its
discretion. Directors who are also employees shall be eligible. In any grant of
options after the initial grant, employees who were previously granted options
or sold shares under the Plan may be included or excluded.
4. LIMITATIONS.
No option shall be granted under the Plan after December 31, 1998, but
options theretofore granted may extend beyond that date. Subject to adjustment
as provided in Section 8 of the Plan, the number of shares of common stock of
the Company which may be issued under the Plan shall not exceed 5,000,000 in the
aggregate. To the extent that any option granted under the Plan shall expire or
terminate unexercised or for any reason become unexercisable as to any shares
subject thereto, such shares shall thereafter be available for further grants
under the Plan, within the limit specified above.
5. STOCK TO BE ISSUED.
Stock to be issued under the plan may constitute an original issue of
authorized stock or may consist of previously issued stock acquired by the
Company, as shall be determined by the Board of Directors,. The Board of
Directors and the proper officers of the Company shall take any appropriate
action required for such issuance.
6. TERMS AND CONDITIONS OF OPTIONS.
All options granted under the Plan shall be subject to the following terms
and conditions (except as provided in Section 7) and to such other terms and
conditions as the Committee shall determined to be appropriate to accomplish the
purposes of the Plan:
(A) OPTION PRICE. The option price under each option shall be
determined by the Committee and may be more, equal to, or less than the
then current market price of the Company's common stock as the Committee
may deem to be appropriate, but in no event may such price be less than
par value; provided, however, that in the event the Committee shall
determine to grant an option at less than 85% of the
2
<PAGE> 3
of the then current market price of the Company's common stock, such
option shall not be granted without the prior approval of the Board of
Directors.
(B) PERIOD OF OPTIONS. The period of an option shall not
exceed five years from the date of grant.
(C) EXERCISE OF OPTIONS.
(i) Each option shall be made exercisable at such time or
times, whether or not in installments, as the Committee shall
prescribe at the time the option is granted.
(ii) A person electing to exercise an option shall give
written notice to the Company, as specified by the Committee, of his
election and of the number of shares he has elected to purchase,
such notice to be accompanied by such instruments or documents as
may be required by the Committee, and unless otherwise directed by
the Committee, shall at the time of such exercise tender the
purchase price of the shares he has elected to purchase.
(D) PAYMENT FOR ISSUANCE OF SHARES. Upon exercise of any option
granted hereunder, payment in full shall be made at the time of such
exercise for all such shares then being purchased; except, however, that
the Committee may in its discretion permit the issuance of stock upon such
plan of partial payment as it deems reasonable, provided that the then
unpaid portion of the purchase price shall be evidenced by a promissory
note at such rate of interest and upon such other terms and conditions as
the Committee shall deem appropriate. In all cases where stock is issued
for less than present full payment of the purchase price, there shall be
placed upon the certificate a legend setting forth the amount paid at
issuance, and the amount remaining unpaid thereon, and that the shares are
subject to call for the remainder and may not be transferred by the holder
until the balance due thereon shall be fully paid.
The Company shall not be obligated to issue any shares unless and
until, in the option of the company's counsel, all applicable laws and
regulations have been complied with, nor, in the event the outstanding
common stock is at the time listed upon any stock exchange, unless and
until the shares to be issued have been listed or authorized to be added
to the list upon official notice of issuance upon such exchange, nor
unless or until all other legal matters in connection with the issuance
and delivery of shares have been approved by the Company's counsel.
Without limiting the generality of the
3
<PAGE> 4
foregoing, the Company may require from the Participant such investment
representation or such agreement, if any, as counsel for the Company may
consider necessary in order to comply with the Securities Act of 1933 as
then in effect, and may require that the Participant agree that any sale
of the shares will be made only in such manner as is permitted by the
Committee and that he will notify the Company when he intends to make any
disposition of shares whether by sale, gift or otherwise. The participant
shall take any action reasonably requested by the Company in such
connection. A participant shall have the rights of a stockholder only as
to shares actually acquired by him under the Plan.
(E) NON-TRANSFERABILITY OF OPTIONS. No option may be transferred by
the Participant otherwise than by will or by the laws of descent and
distribution, and during the participant's lifetime the option may be
exercised only by him.
(F) CONSIDERATION FOR OPTION. Each person receiving a stock option
must agree that he will remain in the employ of the Company upon the terms
of the employment then existing (unless different terms are mutually
agreed upon) for at least one (1) year from (i) the date of the granting
of the options or (ii) the date of expiration of the then current
employment contract, whichever is later, subject to the right of the
Company to terminate his employment at any time.
(G) TERMINATION OF EMPLOYMENT. If the employment of a participant
terminates for any reason other than his death, he may, unless discharged
for cause which in the opinion of the Committee casts such discredit on
him as to justify termination of his option, thereafter exercise his
option as provided below, but only to the extent he was entitled to
exercise the option on the date when his employment terminated. If such
termination of employment is voluntary on the part of the participant, he
may exercise his option only within ten days after the date of termination
of his employment (unless a longer period not in excess of three months is
allowed by the Committee). If such termination of employment is
involuntary on the part of the participant, he may exercise his option
only within three months after the date of termination of his employment.
In no event, however, may such participant exercise his option at a time
when the option would not be exercisable had the participant remained an
employee. For purposes of this section (g), a participant's employment
shall not be considered terminated in the case of sick leave or other bona
fide leave of absence approved by the Company or a subsidiary, or in the
case of a transfer to the employment of a subsidiary or to the employment
of the Company. Anything herein to the contrary notwithstanding, an option
may be exercised only to the extent
<PAGE> 5
exercisable on the date of termination of employment by death or
otherwise.
(H) RETIREMENT. If prior to the expiration date of his option an
optionee shall retire with the Company's consent, such option may be
exercised in the same manner as if the optionee had continued in the
Company's employ; provided however, the Committee may terminate all
unexercised options if it shall determine that the retired optionee has
engaged in any activity detrimental to the Company's interest.
(I) DEATH. If a participant dies at a time when he is entitled to
exercise an option, then at any time or times within one (1) year after
his death (or such further period as the Committee may allow) such option
may be exercised, as to all or any of the shares which the participant was
entitled to purchase immediately prior to his death, by his executor or
administrator or the person or persons to whom the option is transferred
by will or the applicable laws of descent and distribution, and except as
so exercised such option shall expire at the end of such period. In no
event, however, may an option be exercised after the expiration of the
option period.
7. REPLACEMENT OPTIONS.
The Company may grant options under the Plan on terms differing from those
provided for in Section 6 where such options are granted in substitution for
options held by employees of other corporations who concurrently become
employees of the Company or a subsidiary as the result of a merger,
consolidation or other re-organization of the employing corporation with the
Company or subsidiary, or the acquisition by the Company or a subsidiary of the
business, property or stock of the employing corporation. The Committee may
direct that the substitute options be granted on such terms and conditions as
the Committee considers appropriate in the circumstances.
8. CHANGES IN STOCK.
In the event of a stock dividend, stock split or recapitalization or
merger in which the Company is the surviving corporation, or other similar
capital change, the number and kind of shares of stock or securities of the
Company to be subject to the Plan and to options then outstanding or to be
granted thereunder, the maximum number of shares or securities which may be
issued or sold under the Plan, the option price and other relevant provisions
shall be appropriately adjusted by the Board of Directors of the Company, the
determination of which shall be binding on all persons.
5
<PAGE> 6
9. EMPLOYMENT RIGHTS.
The adoption of the Plan does not confer upon any employee of the Company
or subsidiary any right to continue employment with the Company or a subsidiary,
as the case may be, nor does it interfere in any way with the right of the
Company or a subsidiary to terminate the employment of any of its employees at
any time.
10. AMENDMENTS TO THE PLAN.
The Committee may at any time discontinue granting options under the Plan.
The Board of Directors of the Company may at any time or times amend the Plan or
amend any outstanding option or options for the purpose of satisfying the
requirements of any changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law, provided that except to the
extent required or permitted under Section 8 no such amendment shall, without
the approval of the stockholders of the Company, increase the maximum number of
shares available under the Plan, or without the consent of the participant void
or diminish options previously granted, nor increase or accelerate the
conditions and actions required for the exercise of the same, except if the
participant shall be discharged from the Company's employment for cause, and
except that nothing herein shall limit the Company's right to call stock issued
for deferred payment to be evidenced by promissory note, where the participant
is in default of his obligations on such note.
11. APPLICATION OF FUNDS.
The proceeds received by the Corporation from the sale of Capital Stock
pursuant to options will be used for general corporate purposes.
12. NO OBLIGATION TO EXERCISE OPTION.
The granting of an option shall impose no obligation upon the optionee to
exercise such option.
13. INDEMNIFICATION OF COMMITTEE.
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of action taken or failure to
act under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in
6
<PAGE> 7
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Corporation) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his duties; provided that within 60 days after institution of any such action,
suit or proceeding a Committee member shall in writing offer the Corporation the
opportunity, at its own expense, to handle and defend the same.
DATE PLAN ADOPTED BY BOARD OF DIRECTORS: FEBRUARY 3, 1997
<PAGE> 1
Exhibit 5
March 28, 1997
New Visual Entertainment, Inc.
5737 Pacific Center Blvd., Ste. A
San Diego, CA 92121
RE: NEW VISUAL ENTERTAINMENT, INC. 1997 NONSTATUTORY
INCENTIVE STOCK OPTION PLAN
OPTIONS TO PURCHASE COMMON STOCK
Gentlemen:
We have acted as counsel to New Visual Entertainment, Inc., a Utah
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 as amended (the "Act") of the Company's Registration Statement on
Form S-8 (as amended, the "Registration Statement") relating to registration
under the Act of shares of the Company's Common Stock, $.001 par value ("Common
Stock") which may be issued to eligible employees, directors, and others upon
their exercise of options under the New Visual Entertainment, Inc. Nonstatutory
Stock Option Plan (the "Plan").
<PAGE> 2
In rendering this opinion, we have reviewed the Registration Statement on
Form S-8, as well as a copy of the Certificate of Incorporation of the Company,
as amended and the By-Laws of the Company. We have also reviewed such statutes
and judicial precedents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity with,
the original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies. We
have further assumed that the recipients of options under the Plan will pay the
consideration required under the terms of the Plan and the documents issued
under the Plan prior to the issuance of such shares.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that the
shares of Common Stock have been duly and validly authorized, and when issued
and sold upon the exercise of options in accordance with the terms of the Plan,
and in the manner contemplated by the Registration Statement, will be legally
issued, fully paid and nonassessable.
This opinion is limited to the General Corporation Law and the
Constitution of the State of Utah and we express no opinion with respect to the
laws of any other jurisdiction. We consent to you filing this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
on Form S-8. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matter which comes to
our attention hereafter.
Very truly yours,
G. DAVID GORDON & ASSOCIATES, P.C.
G. David Gordon
GDG:saw
<PAGE> 1
Exhibit 23.2
CONSENT INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
New Visual Entertainment, Inc.
Los Angeles, California
We consent to the incorporation by reference to the Registration Statement on
Form S-8 of our report dated
February 9, 1997 with respect to the financial statements of New Visual
Entertainment, Inc. included in the Annual Report on Form 10-KSB for the year
ended October 31, 1996.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
April 1, 1997
Los Angeles, California
