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As filed with the Securities and Exchange Commission on June 8, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
ON STAGE ENTERTAINMENT, INC.
(Exact name of issuer as specified in its charter)
Nevada 88-0214292
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
4625 West Nevso Drive
Las Vegas, NV 89103
(702) 253-1333
(Address of principal executive offices)
1996 AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
CHRISTOPHER R. GROBL, ESQ.
On Stage Entertainment, Inc.
4625 West Nevso Drive
Las Vegas, NV 89103
(Name and address of agent for service)
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(702) 253-1333
(Telephone number, including area code, of agent for service)
Copy to:
JAMES W. McKENZIE, JR.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-4852
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CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 785,000 $4.56 $3,579,600.00 $1,055.98
per share
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(1) This registration statement covers shares of Common Stock of On State
Entertainment, Inc. which may be offered or sold pursuant to the Plans
named above. Pursuant to Rule 457(h)(2), no separate registration fee
is required with respect to the interests in the plan. This
registration statement also relates to an indeterminate number of
shares of Common Stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the reported high and low sales prices for a share of Common Stock of
On State Entertainment, Inc. on June 3, 1998, as reported on the Nasdaq
Stock Market.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum
aggregate offering price multiplied by .000295.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by On Stage Entertainment, Inc. (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Annual Report on Form 10-KSB, as amended by Form 10-KSB/A filed
on April 29, 1998, for the year ended December 31, 1997, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) 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 annual
report referred to in (a) above.
(c) The description of Common Stock of the Company contained in the
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on August 6, 1997 under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is 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 or incorporated by reference
herein modifies or supersedes such statement. Any 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.
Subsection 1 of Section 78.751 of Chapter 78 of the Nevada General
Corporation Law ("NGCL") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, including attorneys= fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith in a manner
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which he reasonably believed to be in or not opposed to the best interests of
the corporation and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe his action was unlawful.
Subsection 2 of Section 78.751 of the NGCL empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he acted in any of the capacities set forth above, against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in accordance with the standard set forth above,
except that no indemnification may be made in respect of any claim, issue or
mater as to which such person shall have been adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom to be liable to the
corporation or for amounts paid in settlement to the corporation unless and only
to the extent that the court in which such action or suit was brought or other
court of competent jurisdiction determines that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 78.751 of the NGCL further provides that, to the
extent a director or officer of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to in
subsection (1) and (2), or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that indemnification
provided for by Section 78.751 of the NGCL shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled and that the scope
of indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators. Finally, Section 78.752 of the NGCL empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the authority to indemnify him against such
liabilities and expenses.
The Company's bylaws provide that directors, officers and
certain other persons may be indemnified to the fullest extent authorized by
Nevada law. The NGCL provides that such indemnification would apply if it were
determined that the proposed indemnitee acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the Company and, with respect to any criminal proceeding, if he or she had no
reasonable cause to believe that the conduct was unlawful. In actions brought by
or in the right of the Company, such indemnification is limited to reasonable
expenses (including attorneys' fees) and amounts paid in settlement, and applies
if it is determined that the proposed indemnitee acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Company, except that no indemnification may be made with
respect to any matter as to which such person is adjudged liable to the Company,
unless, and only to the extent that, a court determines upon application that,
in view of all the circumstances of the case, the proposed indemnitee is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper. To the extent that any Director, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of any of the
foregoing actions, suits, or proceedings, such person must be indemnified
against reasonable expenses incurred by him in connection with the defense of
such action.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities 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 this Registration
Statement.
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Exhibit
Number Exhibit
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5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within
Exhibit 5.1).
99.1 1996 Amended and Restated Stock Option Plan (incorporated by
reference to Exhibit 10.7 to the Registrant's Registration Statement
on Form SB-2 (Registration No. 333-24681) filed with the Securities
and Exchange Commission on April 7, 1997).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
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, as amended,
the Registrant 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 Las Vegas, State of Nevada on June 3, 1998.
ON STAGE ENTERTAINMENT, INC.
By: /s/ John W. Stuart
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John W. Stuart
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John W. Stuart and David Hope and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ John W. Stuart
- ------------------------------------------ Chief Executive Officer and June 3, 1998
John W. Stuart Chairman
/s/ David Hope
- ------------------------------------------ President, Chief Operating Officer June 3, 1998
David Hope and Director
/s/ Kiranjit S. Sidhu
- ------------------------------------------ Senior Vice President, Chief June 3, 1998
Kiranjit S. Sidhu Financial Officer (principal
financial and accounting officer)
and Treasurer
/s/ Neil H. Foster
- ------------------------------------------ Executive Vice President and June 3, 1998
Neil H. Foster Director
/s/ Mark S. Karlan
- ------------------------------------------ Director June 3, 1998
Mark S. Karlan
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S-1
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Signature Title Date
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<S> <C> <C>
/s/ Jules Haimovitz
- ------------------------------------------ Director June 3, 1998
Jules Haimovitz
/s/ James L. Nederlander
- ------------------------------------------ Director June 3, 1998
James L. Nederlander
/s/ Mark Tratos
- ------------------------------------------ Director June 3, 1998
Mark Tratos
</TABLE>
S-2
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ON STAGE ENTERTAINMENT, INC.
INDEX TO EXHIBITS
Exhibit Number Document
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5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of BDO Seidman, LLP.
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EXHIBIT 5.1
June 8, 1998
On Stage Entertainment, Inc.
4625 West Nevso Drive
Las Vegas, NV 89103
Re: On Stage Entertainment, Inc. Form S-8 Registration Statement
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Ladies and Gentlemen:
We have acted as counsel to On Stage Entertainment, Inc., a Nevada corporation
(the "Company"), in connection with the registration of up to 785,000 shares
(the "Shares") of its Common Stock, $.01 par value per share (the "Common
Stock"), on a registration statement on Form S-8 (the "Registration Statement")
filed pursuant to the Securities Act of 1933, as amended (the "Act"). The Shares
will be issued pursuant to the Company's 1996 Amended and Restated Stock Option
Plan (the "Plan").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
On Stage Entertainment, Inc.
Las Vegas, Nevada
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 14, 1998, except for Note 12,
which is as of March 20, 1998, relating to the consolidated financial statements
of On Stage Entertainment, Inc. appearing in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1997.
/s/ BDO Seidman, LLP
-----------------------
BDO SEIDMAN, LLP
Los Angeles, California
June 4, 1998
