As filed with the Securities and Exchange Commission on June 9, 1999
Registration No. 333-24681
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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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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)
(702) 253-1333
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Theodore R. Maloney
Nida & Maloney, P.C.
800 Anacapa St.
Santa Barbara, CA 93101
<TABLE>
CALCULATION OF REGISTRATION FEE
============================ =================== ======================= ====================== ======================
<S> <C> <C> <C> <C>
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per aggregate offering registration fee (2)
share (2) price (2)
- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value
$.01 per share
1996 Amended and
Restated Stock Option
Plan............... 615,000 $ 0.625 $384,375 $107
- ---------------------------- ------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) This Registration Statement covers (i) 615,000 shares of common stock of
On Stage Entertainment, Inc. which may be offered or sold pursuant to the
plan named above, which has been amended to increase the authorized number
of shares under the plan from 785,000 to 1,400,000 (the previously
authorized 785,000 shares of common stock have been registered under the
Registration Statement on Form S-8 filed by On Stage Entertainment, Inc.
on June 6, 1998, Commission File No. 333-56285). 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 last sale
price for a share of common stock of On Stage Entertainment, Inc. on June
7, 1999, as reported on the Nasdaq SmallCap Market.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not filed
with the Securities and Exchange Commission as part of this Registration
Statement.
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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 for the year ended December 31, 1998 filed
on April 15, 1999, as amended by amendments on Form 10-KSB/A, filed on
April 30, 1999 and May 21, 1999 (Commission File No. 000-092402).
(b) The Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999
filed on May 17, 1999 (Commission File No. 000-092402).
(c) The Current Report in Form 8-K filed on May 28, 1999 (Commission File No.
000-092402).
(d) 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 (Commission File No. 000-092402).
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.
The validity of the shares of the Company's common stock registered
hereunder will be passed upon for the Company by Nida & Maloney, a Professional
Corporation, with its principal offices in Santa Barbara, California. On April
23, 1999, Nida & Maloney, P.C. received options to purchase up to 40,000 shares
of common stock of the Company as compensation for legal services rendered to
the Company.
Item 6. Indemnification of Directors and Officers.
Subsection 1 of Section 78.7502 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, except 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, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the 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 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.
3
<PAGE>
Subsection 2 of Section 78.7502 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 is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. Except that no indemnification may be made in respect of any
claim, issue or matter as to which such person has 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 upon application that, in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Section 78.7502 (3) of the NGCL further provides that, to the extent a
director, officer, employee or agent 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, the corporation shall indemnify him against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense. Section 78.751(3) of the NGCL provides that the indemnification
provided for by Section 78.7502 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 inures to the benefit of their
heirs, executors and administrators.
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.
Section 78.751 of the NGCL provides that any discretionary indemnification under
NGCL 78.7502, unless ordered by a court or pursuant to the provisions of
subsection (2) of Section 78.751 must be authorized by a determination of the
stockholders, a majority vote of a quorum of the disinterested board of
directors and by independent legal counsel in a written opinion, or if a quorum
of disinterested directors cannot be obtained by independent legal counsel in a
written opinion.
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
of 1933 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 Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index at page 7.
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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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(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
registrant 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 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 that remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or 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.
(c) 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 Securities Act of 1933 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 of 1933
and will be governed by the final adjudication of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has 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 Las Vegas, State of Nevada on this 9th day of
June 1999.
ON STAGE ENTERTAINMENT, INC.
By: /s/ John W. Stuart
---------------------------------
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 either said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
In accordance with 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.
Signature Title Date
/s/ John W. Stuart
- --------------------- Chief Executive Officer and Chairman June 9, 1999
John W. Stuart
/s/ David Hope
- --------------------- President, Chief Operating June 9,1999
David Hope Officer and Director
/s/ Kiranjit S. Sidhu
- --------------------- Senior Vice President, Chief Financial June 9, 1999
Kiranjit S. Sidhu Officer and Treasurer (principal
financial officer and accounting officer)
/s/ Mel Woods Director June 9, 1999
- ----------------------
Mel Woods
/s/ Matthew Gohd Director June 9, 1999
- ----------------------
Matthew Gohd
/s/ James L.Nederlander Director June 9, 1999
- -----------------------
James L. Nederlander
/s/ Mark Tratos Director June 9, 1999
- -----------------------
Mark Tratos
6
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ON STAGE ENTERTAINMENT, INC.
INDEX TO EXHIBITS
Exhibit
Number Exhibit Filed (F)
4.1 On Stage Entertainment Amended and Restated
1996 Stock Option Plan (1)
4.2 Specimen Stock Certificate (2)
5.1 Opinion of Nida & Maloney, P.C. F
23.1 Consent of BDO Seidman, LLP F
23.2 Consent of Nida & Maloney, P.C. (included within Exhibit 5.1)
24.1 Power of Attorney (see page 6 of this Registration
Statement)
- ----------------------------
(1) Incorporated by reference to Exhibit 10.7
to the Company's Registration Statement on Form SB-2 (Registration No.
333-24681) filed with the Securities and Exchange Commission on April 7,
1997.
(2) Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form SB-2, Amendment No. 3 (Registration No. 333-24681) filed
with the Securities and Exchange Commission on August 6, 1997.
7
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NIDA & MALONEY
A P R O F E S S I O N A L C O R P O R A T I O N
ATTORNEYS AT LAW
800 Anacapa Street
Santa Barbara, California 93101
PHONE 805-568-1151
FAX 805-568-1955
June 9, 1999
On Stage Entertainment, Inc.
4625 West Nevso Drive
Las Vegas, NV 89103
Re: On Stage Entertainment, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to On Stage Entertainment, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, to be filed with the Securities and Exchange
Commission (the "Commission") on June 9, 1999, in connection with the
registration of an aggregate of 615,000 shares of the Company's common stock,
par value $.01 per share (collectively, the "Shares"), issuable under the
Company's Amended and Restated 1996 Stock Option Plan (collectively the "Plan").
In connection with the preparation of the Registration Statement and
the proposed issuance and sale of the Shares in accordance with the Plan and the
Form S-8 prospectus to be delivered to participants in the Plan, we have made
certain legal and factual examinations and inquiries and examined, among other
things, such documents, records, instruments, agreements, certificates and
matters as we have considered appropriate and necessary for the rendering of
this opinion. We have assumed for the purpose of this opinion the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies, and the genuineness of the
signatures thereon. As to various questions of fact material to this opinion, we
have, when relevant facts were not independently established, relied, to the
extent deemed proper by us, upon certificates and statements of officers and
representatives of the Company.
Based on the foregoing and in reliance thereon, it is our opinion that
the Shares have been duly authorized, and, when issued and sold in accordance
with the Plan and the prospectus to be delivered to participants in the Plan,
the Shares will be validly issued, fully paid and nonassessable.
<PAGE>
On Stage Entertainment, Inc.
June 9, 1999
Page 2
On the basis of the foregoing, we are of the further opinion that the
provisions of the written document constituting the Plan comply with the
requirements of ERISA pertaining to such provisions.
We hereby consent to the inclusion of our opinion as Exhibit 5.1 to the
Registration Statement and further consent to the reference to this firm in the
Registration Statement.
In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission thereunder.
This opinion is rendered solely for your benefit in accordance with the
subject transaction and is not to be otherwise used, circulated, quoted or
referred to without our prior written consent. We are opining herein only as to
the internal (and not the conflict of law) laws of the State of California, and
the Nevada Revised Statutes Title 7 Chapter 78 of the State of Nevada, and we
assume no responsibility as to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction.
Very truly yours,
/s/ Nida & Maloney, P.C.
------------------------------
Nida & Maloney P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
On Stage Entertainment, Inc.
4625 West Nevso Drive
Las Vegas, Nevada 89103
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 15, 1999 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, 1998.
/s/ BDO Seidman, LLP
----------------------
BDO Seidman, LLP
Los Angeles, California
June 9, 1999
