Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Internet Media Corporation
(Exact name of Registrant as specified in its charter)
NEVADA 72-1346591
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
(Address of principal executive offices, including zip code)
BUSINESS AND COMMUNICATIONS CONSULTING SERVICES AGREEMENT
(Full title of the plan)
David M. Loflin
President
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
(Name and address of agent for service)
Copy to:
Eric Newlan, Esquire
NEWLAN & NEWLAN
819 Office Park Circle
Lewisville, Texas 75057
(972) 353-3880
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of offering maximum
Securities Amount price aggregate Amount of
to be to be per offering registration
registered registered share(1) price(1) fee
- ---------- ---------- -------- --------- ------------
Common
Stock,
$.0001
par value 60,000 $6.25(1) $375,000 $129.31
shares
- --------------
(1) The maximum offering price was calculated pursuant to Rule 457(c).
<PAGE>
PROSPECTUS
Internet Media Corporation
60,000 Shares of Common Stock
($.0001 par value per share)
Issued Pursuant to a Business and
Communications Consulting Services Agreement
This Prospectus is part of a Registration Statement which registers 60,000
shares of Common Stock, $.0001 par value per share (the "Common Stock"), of
Internet Media Corporation, a Nevada corporation (the "Company"), which
have been issued, as described herein, to The Humbolt Corporation, a
Louisiana corporation ("Humbolt"), consultants to the Company, pursuant to
a Business and Communications Consulting Services Agreement under which the
Company has issued 60,000 shares of Common Stock to Humbolt (such
securities being referred to herein as the "Humbolt Securities"). Humbolt
is a selling shareholder under this Prospectus and is referred to herein as
the "Selling Shareholder". All of the Humbolt Securities were issued to
the Selling Shareholder pursuant to a written compensation contract which
provided for the issuance of the Humbolt Securities. The Company has been
advised by the Selling Shareholder that it may sell all or a portion of its
shares of Common Stock from time to time in the over-the-counter market in
negotiated transactions, directly or through brokers, or otherwise, and
that such shares will be sold at market prices prevailing at the time of
such sales or at negotiated prices.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and, if
given or made, such information or representation must not be relied upon
as having been authorized by the Company. Neither the delivery of this
Prospectus nor the issuance of any of the Humbolt Securities under the
terms of the aforementioned Business and Communications Consulting Services
Agreement shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of the Prospectus is February 11, 1999
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports and other information
filed with the Commission cane inspected and copied at the Public Reference
Section of the Commission at its principal offices located at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Company's Common Stock trades in
the over-the-counter market on the OTC Electronic Bulletin Board under the
symbol "USRF".
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to 60,000 shares of the Company's Common
Stock, issued to a consultant of the Company pursuant to a written Business
and Communications Consulting Services Agreement. This Prospectus, which
constitutes Part I of the Registration Statement, omits certain information
with respect to the Company and the shares of Common Stock offered by the
Prospectus. Reference is made to the Registration Statement, including the
exhibits thereto. Statements in this Prospectus as to any document are not
necessarily complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference herein, each such
statement is qualified in all respects by the provisions of such exhibit or
other document, to which reference is hereby made, for a full statement of
the provisions thereof. A copy of the Registration Statement, with
exhibits, may be obtained from the Commission's office located in
Washington, D.C. (at the above address) upon payment of the fees prescribed
by the Rules and Regulations of the Commission, or examined free of charge.
Also, the Registration Statement, with exhibits, may be examined on and/or
downloaded from the Internet at: http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997;
2. The Company's Current Report on Form 8-K, date of event: 7-24-98;
3. The Company's Current Report on Form 8-K, date of event: 9-4-98;
4. The Company's Quarterly Report on Form 10-QSB for the period
ended March 31, 1998;
5. The Company's Quarterly Report on Form 10-QSB for the period
ended June 30, 1998; and
6. The Company's Quarterly Report on Form 10-QSB for the period
ended September 30, 1998.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the respective date of filing of each such document. Any statement
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is
or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any statement modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide, without charge, to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated
by reference in this Prospectus, other than exhibits to such documents.
Written requests for such copies should be directed to: Corporate
Secretary, Internet Media Corporation, 8748 Quarters Lake Road, Baton
Rouge, Louisiana 70809; telephone (504) 922-7744.
THE COMPANY
The Company's primary focus is on the development and exploitation of its
proprietary Wireless Internet Access System. Substantially all of the
Company's business efforts and resources will, for the foreseeable future,
be committed to its Wireless Internet business segment. In exploiting its
Wireless Internet business opportunity, it is the Company's plan either (1)
to acquire an existing hard-wire dependent, dial-up Internet Service
Provider [ISP] in a particular market and "plug-in" its proprietary
Wireless Internet Access System, (2) construct a Wireless Internet Access
System in a particular market or (3) license the use of its Wireless
Internet Access System in a particular market. The Company is seeking
capital with which to exploit its Wireless Internet technology.
In July 1998, the Company changed its name to "Internet Media Corporation".
The Company was incorporated on November 1, 1996, under the name "Media
Entertainment, Inc.", to act as a holding company primarily in the wireless
cable and community (low power) television industries. To this end, the
Company acquired Winter Entertainment, Inc. (WEI), which owns and operates
a community (low power) television station in Baton Rouge, Louisiana, and
Missouri Cable TV Corp. (MCTV), which owns the licenses necessary to
operate wireless cable systems in Poplar Bluff and Lebanon, Missouri, has
acquired licenses and leases of licenses necessary to operate wireless
cable systems in Port Angeles, Washington, Astoria, Oregon, Sand Point,
Idaho, The Dalles, Oregon, and Fallon, Nevada, and has acquired licenses
necessary to operate community (low power) television stations in
Monroe/Rayville, Louisiana, Bainbridge, Georgia, and Natchitoches,
Louisiana. The Company has, for the foreseeable future, abandoned its
efforts to develop its wireless cable properties, due to current market
conditions. In October 1998, the Company determined that it would transfer
all of its community (low power) television assets to a new company,
tentatively named "New Wave Media Corp." in exchange for 1,500,000 shares
of the new company and announced that shareholders of record on December 1,
1998, of the Company would receive all of such shares of stock as a dividend.
In September 1998, the Company acquired Desert Rain Internet Service
(DSRT), a Santa Fe, New Mexico-based ISP, and continues to operate DSRT and
has begun to place Wireless Internet customers online in Santa Fe. In July
1998, the Company executed an agreement to acquire an ISP located in St.
George, Utah, for cash. The closing under this acquisition agreement has
been postponed indefinitely, by mutual agreement, pending the Company's
obtaining the capital its needs to complete the acquisition. In August
1998, the Company executed an agreement to acquire a second ISP located in
Santa Fe, New Mexico. After lengthy negotiations, this agreement has been
terminated, though discussions toward a Wireless Internet joint venture
continue with the former acquisition target.
In January 1999, the Company acquired all of the stock of CyberHighway,
Inc., an Idaho corporation ("CyberHighway"), in exchange for 2,000,000
shares of Company Common Stock. CyberHighway is a full-service Internet
Service Provider with customers in over 80 cities in 11 states.
BUSINESS AND COMMUNICATIONS CONSULTING SERVICES
AGREEMENT AND ISSUANCE OF COMMON STOCK
General
On December 30, 1998, the Company entered into an Business and
Communications Consulting Services Agreement with The Humbolt Corporation,
a Louisiana corporation (the Selling Shareholder). The Company has issued
60,000 shares of Company Common Stock pursuant to such Business and
Communications Consulting Services Agreement. This Prospectus relates to
the 60,000 shares issued to Humbolt. Under the terms of the Business and
Communications Consulting Services Agreement, the Selling Shareholder has
agreed to provide consulting services with respect to financial public
relations and related activities. None of the securities to which this
Prospectus relates is issued pursuant to any program or plan and are not
being administered by either the Board of Directors of the Company or any
committee of the Board of Directors organized for that purpose.
Federal Income Tax Effects
Under the Business and Communications Consulting Services Agreement
pursuant to which the Humbolt Securities were issued, the Humbolt
Securities were valued at $2.50 per share, or $150,000 in the aggregate.
The issuance of the Humbolt Securities will result in the recognition of
taxable income to the Selling Shareholder. Correspondingly, the Company
will be entitled to a deduction equal to the amount of ordinary income
charged to the Selling Shareholder.
Restrictions Under Securities Laws
The sale of any shares of Common Stock issued under the Business and
Communications Consulting Services Agreement must be made in compliance
with federal and state securities laws. Officers, directors and 10% or
greater shareholders of the Company, as well as certain other persons or
parties who may be deemed to be "affiliates" of the Company under Federal
securities laws, should be aware that resales by affiliates can only be
made pursuant to an effective Registration Statement, Rule 144 or any other
applicable exemption.
SALES BY SELLING SHAREHOLDER
The following table sets forth the name of the Selling Shareholder, the
amount of shares of Common Stock held, directly or indirectly, the amount
of Common Stock to be owned by the Selling Shareholder following sale of
such shares of Common Stock and the percentage of shares of Common Stock to
be owned by the Selling Shareholder following completion of such offering
(based on 10,420,024 shares of Common Stock of the Company outstanding as
of the date of this Prospectus).
Shares
to be % to be
Name Number of Shares Owned Owned
of Selling Shares to be After After
Shareholder Owned Offered Offering Offering
The Humbolt
Corporation 60,000 60,000 -0- -0-
DESCRIPTION OF SECURITIES
Common Stock
Each share of Common Stock is entitled to one (1) vote at all meetings of
shareholders. All shares of Common Stock are equal to each other with
respect to liquidation rights and dividend rights. There are no preemptive
rights to purchase any additional shares of Common Stock. The Articles of
Incorporation of the Company prohibit cumulative voting in the election of
directors. The absence of cumulative voting means that holders of more
than 50% of the shares voting for the election of directors can elect all
directors if they choose to do so. In such event, the holders of the
remaining shares of Common Stock will not be entitled to elect any
director. A majority of the shares entitled to vote, represented in person
or by proxy, constitutes a quorum at a meeting of shareholders. In the
event of liquidation, dissolution or winding up of the Company, holders of
shares of Common Stock will be entitled to receive, on a pro rata basis,
all assets of the Company remaining after satisfaction of all liabilities.
Transfer Agent
The transfer agent for the shares of Common Stock of the Company is
Securities Transfer Corporation, 16910 Dallas Parkway, Suite 100, Dallas,
Texas 75248.
INDEMNIFICATION
The Company currently is seeking officer and director liability insurance,
though none has been obtained as of the date of this Prospectus.
Article X of the Articles of Incorporation of the Company provides that no
director or officer of the Company shall be personally liable to the
Company or its shareholders for damages for breach of fiduciary duty as a
director officer; provided, however, that such provision shall not
eliminate or limit the liability of a director or officer for (1) acts or
omissions which involve intentional misconduct, fraud or a knowing
violation of law or (2) the payment of dividends in violation of law. Any
repeal or modification of Article X shall be prospective only and shall not
adversely affect any right or protection of a director or officer of the
Company existing at the time of such repeal or modification for any breach
covered by Article X which occurred prior to any such repeal or
modification. The effect of Article X of the Company's Articles of
Incorporation is that Company directors and officers will experience no
monetary loss for damages arising ouof actions taken (or not taken) in such
capacities, except for damages arising out of intentional misconduct, fraud
or a knowing violation of law, or the payment of dividends in violation of
law.
As permitted by Nevada law, the Company's Bylaws provide that the Company
will indemnify its directors and officers against expense and liabilities
they incur to defend, settle or satisfy any civil, including any action
alleging negligence, or criminal action brought against them on account of
their being or having been Company directors or officers unless, in any
such action, they are judged to have acted with gross negligence or willful
misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the Compy pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
LEGAL MATTERS
Legal matters in connection with the securities being offered hereby will
be passed upon for the Company by Newlan & Newlan, Attorneys at Law,
Lewisville, Texas. The partners in the firm of Newlan & Newlan owned, as
of the date of this Prospectus, a total of 320,000 shares of Company Common
Stock.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-KSB for the year ended December 31,
1997, incorporated by reference in this Prospectus, have been incorporated
herein in reliance on the report of Weaver and Tidwell, L.L.P., Certified
Public Accountants, indendent certified public accountants, given on the
authority of that firm as experts in auditing and accounting.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) and (g) below are incorporated by reference in
this Registration Statement. All documents subsequently filed bthe Company
pursuant to Section 13(a), 13(c), 14 and 14(d) of the Securities Exchange
Act of 1934 (the Exchange Act), prior to the filing of a post-effective
amendment which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997;
(b) The Company's Current Report on Form 8-K, date of event: 7-24-98;
(c) The Company's Current Report on Form 8-K, date of event: 9-4-98;
(d) The Company's Quarterly Report on Form 10-QSB for the period
ended March 31, 1998;
(e) The Company's Quarterly Report on Form 10-QSB for the period
ended June 30, 1998;
(f) The Company's Quarterly Report on Form 10-QSB for the period
ended September 30, 1998; and
(g) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the Company's Annual Report referred to above.
Item 4. Description of Securities.
The Company is authorized to issue up to 100,000,000 shares of Common
Stock, $.0001 par value per share. The holders of Company Common Stock
will be entitled to one vote per share on each matter submitted to a vote
at any meeting of shareholders. Shares of Common Stock do not carry
cumulative voting rights and, therefore, a majority of the shares of
outstanding Common Stock will be able to elect the entire Board of
Directors of the Company and, if they do so, minority shareholders would
not be able to elect any persons to the Board of Directors. The Company's
bylaws provide that a majority in number of the issued and outstanding
shares of the Company shall constitute a quorum for shareholders' meetings,
except with respect to certain matters for which a greater percentage
quorum is required by statute or the bylaws.
Shareholders of the Company will have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock
will not be subject to redemption and will carry no subscription or
conversion rights. In the event of liquidation of the Company, the shares
of Common Stock will be entitled to share equally in corporate assets after
satisfaction of all liabilities. The shares of Common Stock, when issued,
will be fully paid and non-assessable.
Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available
for the payment of dividends. The Company intends to expand its business
through reinvestment of profits, if any, and does not anticipate that it
will pay dividends in the foreseeable future.
The Board of Directors has the authority to issue the authorized but
unissued shares without action by the shareholders.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statutes 78.037 is incorporated herein by this reference.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934 or the Rules and
Regulations of the Securities and Exchange Commission thereunder may be
permitted under said indemnification provisions of the law, or otherwise,
the Company has been advised that, in the opinion the Securities and
Exchange Commission, any such indemnification is against public policy and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Inasmuch as the consultant who received shares of Common Stock of the
Company is knowledgeable, sophisticated and had access to comprehensive
information relevant to the Company, such transaction was undertaken in
reliance on the exemption from registration provided by Section 4(2) of the
Act. As a condition precedent to such grant, the consultant was required
to express an investment intent and consent to the imprinting of a
restrictive legend on each stock certificate to be received from the
Company in the absence of sale pursuant to an effective Registration
Statement.
Item 8. Exhibits.
Exhibit Description
- ------- -----------
5.1 Opinion of Newlan & Newlan, Attorneys at Law,
re: Legality
10.1 Business and Communications Consulting Services
Agreement, dated as of December 30, 1998, between
Registrant and The Humbolt Corporation, a Louisiana
corporation
23.1 Consent of Weaver and Tidwell, L.L.P., Certified
Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at Law
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(b) That, for the purposes of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act 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.
(3) Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, 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 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, offer or controlling person in connection with
the securities being registered, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that is 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, on the dates shown below.
INTERNET MEDIA CORPORATION
By: /s/ David M. Loflin
David M. Loflin
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ David M. Loflin President (Principal February 10, 1999
David M. Loflin Principal
Executive Officer)
and Director
/s/ Waddell D. Loflin Vice President, February 10, 1999
Waddell D. Loflin Secretary and
Director
/s/ Alonzo B. See, III Chief Financial February 10, 1999
Alonzo B. See, III Officer (Principal
Financial Officer)
____________________ Chief Operating February 10, 1999
Julius W. Basham, II Officer and Director
/s/ Richard N. Gill Director February 10, 1999
Richard N. Gill
/s/ Ross S. Bravata Director February 10, 1999
Ross S. Bravata
/s/ Michael Cohn Director February 10, 1999
Michael Cohn
<PAGE>
INDEX TO EXHIBITS
INTERNET MEDIA CORPORATION
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Newlan & Newlan, Attorneys at
Law, re: Legality
10.1 Business and Communications Consulting Services
Agreement, dated as of December 30, 1998, between
Registrant and The Humbolt Corporation, a Louisiana
corporation
23.1 Consent of Weaver and Tidwell, L.L.P., Certified
Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at Law
<PAGE>
- -----------
Exhibit 5.1
- -----------
February 11, 1999
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Re: Registration Statement on Form S-8 of
Internet Media Corporation Common
Stock Issued Pursuant to a Business and
Communications Consulting Services Agreement
with The Humbolt Corporation
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by Internet Media Corporation, a Nevada corporation (the
"Company"), of 60,000 shares of Company common stock, $.0001 par value per
share (the "Common Stock"), issued to The Humbolt Corporation, a Louisiana
corporation, pursuant to a Business and Communications Consulting Services
Agreement (the "Agreement") approved by resolution of the Company's Board
of Directors on December 17, 1998.
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostatic or other copies of the Agreement, the
Company's Articles of Incorporation, Bylaws and corporate mines provided to
us by the Company. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified copies of all copies submitted to us as conformed,
photostatic or other copies. In passing upon certain corporate records and
the documents of the Company, we have necessarily assumed the correctness
and completeness of the statements made or included therein by the Company,
and express no opinion thereon.
Based upon and in reliance upon the foregoing, it is our opinion that the
Common Stock issued pursuant to the Agreement is validly issued, fully paid
and non-assessable. We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the Commission.
Very truly yours,
/s/
NEWLAN & NEWLAN
<PAGE>
- ------------
Exhibit 10.1
- ------------
BUSINESS AND COMMUNICATIONS
CONSULTING SERVICES AGREEMENT
This Agreement is made as of the 30th day of December, 1998, by and between
The Humbolt Corporation, a Louisiana corporation ("Consultant"), and
Internet Media Corporation, a Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of general business
and communications matters, including legal expertise in the communications
laws of the United States and the rules and regulations of the Federal
Communications Commission; and
WHEREAS, the Company is a publicly-held company and files periodic reports
pursuant to the requirements of the Securities Exchange Act of 1934; and
WHEREAS, the Company desires to hire Consultant and Consultant is willing
to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed:
1. The Company hereby engages Consultant to render consulting services
with respect to general business and communications matters, including
compliance with the communications laws of the United States and the rules
and regulations of the Federal Communications Commission, on behalf of the
Company. Consultant hereby accepts such engagement and agrees to render
such consulting services as are listed on Exhibit "A" attached hereto and
incorporated herein by this reference, throughout the term of this Agreement.
Anything contained herein to the contrary notwithstanding, Consultant
shall not render services hereunder in connection with the offer or sale of
securities in a capital-raising transaction, in keeping with the
proscription thereof contained in Section A of the General Instructions as
to the use of Form S-8 promulgated by the Securities and Exchange Commission.
It is further agreed that Consultant shall have no authority to bind the
Company to any contract or obligation or to transact any business in the
Company's name or on behalf of the Company, in any manner. The parties
intend that Consultant shall perform its services required hereunder as an
independent contractor.
2. The term of this Agreement shall commence upon execution of this
Agreement and shall continue for one year.
3. In consideration of the services to be performed by Consultant, the
Company agrees to pay the sum of $150,000, payable by the issuance to
Consultant of 60,000 shares of the Company's $.0001 par value Common Stock,
at a value of $2.50 per share, or $150,000, in the aggregate.
The Company agrees that it will, at its cost, register with the
Securities and Exchange Commission all of the shares of Company Common
Stock issued to Consultant hereunder pursuant to a Registration Statement
on Form S-8 as soon as is practicable following the mutual execution of
this Agreement.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to
enable Consultant to perform its obligations hereunder.
B. The execution and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any
contractual obligation by which the Company may be bound.
5. Until such time as the same may become publicly known, the parties
agree that any information provided to either of them by the other of a
confidential nature will not be revealed or disclosed to any person or
entity, except in the performance of this Agreement, and upon completion of
Consultant's services and upon the written request of the Company, any
original documentation provided by the Company will be returned to it.
Consultant will not directly or indirectly buy or sell the securities of
the Company at any time when it is privy to non-public information.
Consultant agrees that it will not disseminate any printed matter
relating to the Company, including, without limitation, press releases,
without prior written approval of the Company's securities counsel.
6. Consultant represents and warrants to the Company that the shares of
the Company being acquired pursuant to this Agreement are being acquired
for its own account and for investment and not with a view to the public
resale or distribution of such shares and further acknowledges that the
shares being issued have not been registered under the Securities Act or
any state securities law and are "restricted securities", as that term is
defined in Rule 144 promulgated by the Securities and Exchange Commission,
and must be held indefinitely, unless they are subsequently registered or
an exemption from such registration is available.
Consultant acknowledges that the share certificate or certificates of the
Company issued to it pursuant to this Agreement will bear a legend
restricting future transfer in the following, or similar, form:
"THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN RELIANCE UPON
THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES
ACT OF 1933, AS AMENDED. THE STOCK MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION EXCEPT IN A TRANSACTION EXEMPT FROM SUCH REGISTRATION."
7. All notices hereunder shall be in writing and addressed to the party at
the address herein set forth, or at such other address as to which notice
pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier. Notices will be deemed given
upon the earlier of actual receipt of three (3) business days after being
mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
The Humbolt Corporation
Attn: Patrick F. McGrew, President
P.O. Box 64554
Baton Rouge, Louisiana 70896
and to the Company at:
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
with a copy to:
Newlan & Newlan, Attorneys at Law
819 Office Park Circle
Lewisville, Texas 75057
8. Miscellaneous.
A. In the event of a dispute between the parties arising out of this
Agreement, both Consultant and the Company agree to submit such dispute
through the American Arbitration Association (the "Association") at the
Association's Baton Rouge, Louisiana, offices, in accordance with the
then-current rules of the Association; the award given by the arbitrators
shall be binding and a judgment can be obtained on any such award in any
court of competent jurisdiction. It is expressly agreed that the
arbitrators, as part of their award, can award attorneys fees to the
prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall
be binding upon the parties, their heirs, representatives, successors or
assigns.
C. This Agreement may be executed in multiple counterparts which shall
be deemed an original. It shall not be necessary that each party execute
each counterpart, or that any one counterpart be executed by more than one
party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Louisiana.
INTERNET MEDIA CORPORATION
By: /s/ David M. Loflin
David M. Loflin
President
THE HUMBOLT CORPORATION
By: /s/ Patrick F. McGrew
Patrick F. McGrew
President
Exhibit "A"
to Business and Communications
Consulting Services Agreement
Consulting services to be provided by Consultant under the Business and
Communications Consulting Services Agreement to which this Exhibit "A" is
attached include, but shall not be limited to:
Advice with respect to current developments in the communications laws of
the United States and how such laws could affect the Company and its business.
Advice with respect to current developments in the rules, regulations and
pronouncements of the Federal Communications Commission and how such laws
could affect the Company and its business.
Provide, at Consultant's expense, legal services with respect to the
communications laws of the United States, as well as the rules, regulations
and pronouncements of the Federal Communications Commission.
Provide, at Consultant's expense, legal services with respect to the
trademark and patent laws of the United States, as well as the rules,
regulations and pronouncements of the Federal Trade Commission.
Advice with respect to potential communications-related contracts and
acquisitions.
Management of litigation in which the Company or any of its subsidiaries
or affiliates may become involved.
<PAGE>
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Exhibit 23.1
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CONSENT OF INDEPENDENT AUDITOR
As independent auditors, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated July
13, 1998, relating to the consolidated financial statements of Internet
Media Corporation and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statement of operations, changes in stockholders'
equity and cash flows for the year ended December 31, 1997, and the period
from inception (December 28, 1995) to December 31, 1996, included in the
Annual Report on Form 10-KSB of Internet Media Corporation, filed with the
Securities and Exchange Commission on July 13, 198. We also consent to the
reference to this firm under the heading "Experts" in this Registration
Statement.
/s/
WEAVER AND TIDWELL, L.L.P.
Certified Public Accountants
Fort Worth, Texas
February 11, 1999
<PAGE>
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Exhibit 23.2
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Consent of Newlan & Newlan is included in the
Opinion filed as Exhibit 5.1 hereto
