SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GLOBAL MEDIA CORP.
(Exact name of Registrant as specified in its charter)
NEVADA 91-1842480
(State of Incorporation) (I.R.S. Employer ID No.)
83 Victoria Crescent, Nanaimao, British Columbia V9R 5B9
(Address of Principal Offices)
The Global Media Corp. 1999
Stock Option Plan
(Full Title of the Plan)
Michael Metcalfe
GLOBAL MEDIA CORP.
83 Victoria Crescent, Nanaimao, British Columbia V9R 5B9
(Name and address of Agent for Service)
(250)716 0502
(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Aggregate Reg.
Registered Registered Per Share Offrg. Price Fee
- ---------------------------------------------------------------------------
Common Stock(1) 4,000,000 $4.0625(2) $16,250,000 $4,923.75
(1) Issuable pursuant to Plan options.
(2) Estimated Price in accordance with Rule 457(h)and based upon the last
reported sale on the NASD OTC Electronic Bulletin Board on March 18, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Global Media Corp. 1999
Stock Option Plan which is not being filed as part of this Registration
Statement (the "Registration Statement") and documents incorporated by reference
in response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933 (the "Securities Act") will be sent or given to the
participant by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1998.
(b) The Registrant's Quarterly Report on Form 10-QSB for the three month
period ended October 31, 1998.
(c) The Registrant's Quarterly Report on Form 10-QSB for the six month
period ended January 31, 1999.
(d) Description of the Common Stock as incorporated in the Registration
Statement on Form 10-SB dated December 11, 1997, SEC file no. 0-23491
(d) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, (the Exchange Act) are incorporated
by reference herein and in the Section 10 Prospectus to be a part
thereof from the date of filing of such documents.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person for whom he is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the State of
Nevada against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
5.1 Opinion of Dennis Brovarone, regarding legality of shares being
issued.
23.1 Consent of Dennis Brovarone,(See Opinion).
23.2 Consent of Ernst & Young, Certified Public Accountants
99.1 The Global Media Corp. 1999 Stock Option Plan
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 the 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 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) 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 Securities Exchange Act of 1934, as amended
that are incorporated by reference into this 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 to the securities offered therein, and the offering
of such securities offered 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.
(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
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.
(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 provisions
described in Item 6, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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 that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nanaimo, British Columbia this 9th day of March,
1999.
GLOBAL MEDIA CORP.
By: /s/ Michael Metcalfe
- ------------------------
Michael Metcalfe, President, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated.
Date: March 19, 1999
By /s/ Michael Metcalfe
- -----------------------
Michael Metcalfe, President, Secretary and Director
Date: March 19, 1999
By /s/ Robert Fuller
- --------------------
Robert Fuller, Chief Executive Officer and Director
Date: March 19, 1999
By /s/ Winston Barta
- --------------------
Winston Barta, Director
Date: March 19, 1999
By /s/ Dennis Morgan
- --------------------
Dennis Morgan, Director
Date: March 19, 1999
By /s/ Jack D. McDonald
- -----------------------
Jack D. McDonald, Director
<PAGE>
EXHIBIT 5.1
DENNIS BROVARONE
ATTORNEY AND COUNSELOR AT LAW
11249 West 103rd Drive
Westminster, Colorado 80021
Phone: 303 466 4092 / Fax: 303 466 4826
March 19, 1999
Board of Directors
Global Media Corp.
Re: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to the legality of the issuance by Global
Media Corp., (the "Corporation") of up to 4000,000 shares of Common Stock (the
"Shares") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed on or before March 10, 1999.
Pursuant to your request I have reviewed and examined:(1).The Articles of
Incorporation of the Corporation, as amended (the "Articles"); (2). The Bylaws
of the Corporation, as certified by the Secretary of the Corporation; (3). The
minute book of the Corporation; (4). A copy of certain resolutions of the Board
of Directors of the Corporation; (5). The Registration Statement; (6).The
Corporation's Stock Option Plan covered by the Registration Statement; and
(7).Such other matters as I have deemed relevant in order to form my opinion.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that the Shares, if issued as described in the
Registration Statement will have been duly authorized, legally issued, fully
paid and non-assessable.
This opinion is furnished by me as counsel to the Corporation and is solely
for your benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or other
person without our prior written consent. My opinion is subject to the
qualification that no opinion is expressed herein as to the application of state
securities or Blue Sky laws.
Not withstanding the above, I consent to the use of this opinion in the
Registration Statement. In giving my consent, I do not admit that I come without
the category of persons whose consent is required under Section 7 of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
DENNIS BROVARONE
Dennis Brovarone
EXHIBIT 23.2
Ernst & Young, LLP Phone: 604-891-8200
Chartered Accountants Fax: 604-643-5422
Pacific Centre
PO Box 10101
700 West Georgia Street
Vancouver, Canada V7Y 1C7
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Global Media Corp. of our report dated October 23, 1998 (except as
to Note 10 which is as of November 5, 1998) with respect to the consolidated
financial statements of Global Media Corp. as of July 31, 1998 and 1997 and for
each of the years in the three year period ended July 31, 1998.
/s/ Ernst & Young LLP
Chartered Accountants
Vancouver, Canada
March 15, 1999
GLOBAL MEDIA CORP.
1999 STOCK OPTION PLAN
ARTICLE I: DEFINITIONS
As used herein, terms have the meaning hereinafter set forth unless the context
should clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the Company;
(b) "Days" shall mean for calculation purposes the days of the week in
which the NASD Electronic Bulletin Board conducts and is open for regular
trading activity;
(c) "Company" shall mean GLOBAL MEDIA CORP., a Nevada corporation;
(d) "Director" shall mean a member of the Board;
(e) "Fair Market Value" shall mean the average closing low bid price for
the Company's common stock for the previous five (5) trading days ending on
the date of grant;
(f) "Grant" means the issuance of an Option hereunder to an Optionee
entitling such Optionee to acquire Stock on the terms and conditions set
forth in a Stock Option Agreement to be entered into with the Optionee;
(g) "Eligible Plan Participant" shall mean any Director, Executive Officer,
Employee, Consultant or Advisor which has been confirmed by the Board as
eligible to participate under this Plan;
(h) "Option" shall mean the right granted to an Optionee to acquire Stock
of the Company pursuant to the Plan;
(i) "Optionee" shall mean an Eligible Plan Participant to whom a Grant
hereunder has been made;
(j) "Plan" shall mean the GLOBAL MEDIA CORP. 1999 Stock Option Plan, the
terms of which are herein set forth;
(k) "Stock" shall mean the common stock of the Company or, in the event the
outstanding shares of stock are hereafter changed into or exchanged for
shares of different stock or securities of the Company or some other
corporation, such other stock or securities;
(l) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee under which an Optionee may acquire Stock pursuant to the
Plan.
<PAGE>
ARTICLE II: THE PLAN
2.1 NAME. The plan shall be known as the "GLOBAL MEDIA CORP. 1999 Option
Plan."
2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the Eligible
Plan Participants the opportunity to acquire a propriety interest in the Company
by the grant of Options to such persons under the terms herein set forth. By
doing so, the Company seeks to motivate, retain and attract highly competent,
highly motivated Eligible Plan Participants to ensure the success of the
Company. The Options to be granted hereunder are non-statutory Options made
available to Eligible Plan Participants.
2.3 EFFECTIVE DATE. The Plan shall become effective upon its adoption by
the Board of the Company.
2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from the date
the Plan is adopted by the Board of the Company and at such time any Options
granted hereunder shall be void and of no further force or effect.
ARTICLE III: PARTICIPANTS
Only Eligible Plan Participants shall be eligible to be granted an
Option under the Plan. The Board may grant Options to any Eligible Plan
Participants in accordance with such determinations as the Board may, from time
to time, in its sole discretion make.
ARTICLE IV: ADMINISTRATION
4.1 The Plan shall be administered by the Board of Directors of the
Company. Subject to the express provisions of the Plan, the Board shall also
have complete authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations related to it and to determine the details and provisions
of each Stock Option Agreement and to make all other determinations necessary or
advisable in the administration of the Plan. The Board shall also have the
authority to modify outstanding Options and the provisions therein subject to
the agreement of the Optionee.
4.2 RECORDS OF PROCEEDINGS. The Board shall maintain written minutes of its
actions which shall be maintained among the records of the Company.
4.3 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board in all matters relating to eligible Optionees, their
status, death, retirement, disability and such other pertinent facts as the
Board may require. The Company shall furnish the Board with such clerical and
other assistance as is necessary in the performance of its duties.
<PAGE>
ARTICLE V: SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be issued and sold
hereunder shall not exceed 4,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with respect to which
an Option is granted hereunder, but which lapses prior to exercise, shall be
considered available for grant hereunder. Therefore, if Options granted
hereunder shall terminate for any reason without being wholly exercised, new
Options may be granted hereunder covering the number of shares to which such
terminated Options related.
5.3 OPTIONS TO BE GRANTED. The Board shall have the discretion to award
options to individuals as and when deemed appropriate subject to the terms and
conditions of the Plan.
5.4 ANTI-DILUTION. In the event the Stock subject to this Plan is changed
into or exchanged for a different number or kind of stock or other securities of
the Company or of another organization by reason of merger, consolidation or
reorganization, recapitalization, reclassification, combination of shares, stock
split or stock dividend;
(a) The aggregate number and kind of shares of Stock subject to the Plan
shall be adjusted appropriately;
(b) Unless modified by the Option Agreement for a Granted Option, the
Option price of any outstanding Option issued pursuant to the Plan shall be
adjusted appropriately;
(c) Where dissolution or liquidation of the Company or any merger of
consolidation in which the Company is not a surviving corporation is involved,
the Optionee holding any Option issued pursuant to the Plan shall have the right
immediately prior to such dissolution, liquidation, merger or combination to
exercise the Option, in whole or in part, to the extent that it shall not have
been exercised without regard to any installment exercise provision.
ARTICLE VI: OPTION PROVISIONS
6.1 OPTIONS. Each Option granted hereunder shall be evidenced by minutes of
a meeting of or the written consent of the Board and by a written Stock Option
Agreement dated as of the date of grant and executed by the Company and the
Optionee, which agreement shall set forth such terms and conditions as may be
determined by the Board consistent with the Plan.
6.2 OPTION PRICE. The per share Option price for the stock subject to each
Option shall not be less than the fair market value per share on the effective
date of grant or such other price as the Board may determine.
<PAGE>
6.3 OPTION PERIOD. Each Option granted hereunder must be granted within
five (5) years from the effective date of the Plan. The period for the exercise
of each Option shall be determined by the Board, but in no instance shall such
period exceed five (5) years from the date of grant of the Option.
6.4 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and unless
the Optionee shall meet the conditions precedent established by the
Board for the Officers or Directors.
(b) Options may be exercised by the Eligible Plan Participants in
whole or in part. Optionees may exercise their Option at any time by
giving written notice to the Company with respect to the specified
option, delivered to the Company at its principal office together with
payment in full to the Company of the amount of the Option price for
the number of shares with respect to which the Option(s) are then
being exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right relative thereto
shall be transferred by an Optionee otherwise than as permitted by the specific
Grant of an Option consistent with the regulations of the U.S. Securities and
Exchange Commission, by will or by the laws of descent and distribution. During
the lifetime of an Optionee, the Option shall be exercisable only by him or her.
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.
(a) If the Eligible Plan Participant's relationship with the Company
shall be terminated, with or without cause, or by the act of the
Eligible Plan Participant, the Optionee's right to exercise such
Options shall terminate and all rights thereunder shall cease three
(3) days after the date on which such person's association is
terminated, unless this provision is modified by the Option Agreement
for the Options. Provided however, that if the Optionee shall die or
become permanently and totally disabled while employed by or serving
as a non-employee Director of the Company, as solely determined by the
Board in accordance with its policies, then either his or her personal
representatives or a transferee under the Optionee's will or pursuant
to the laws of descent and distribution, or the disabled Optionee may
exercise the Option in full six (6) months from the date of such death
or disability unless this provision is modified by the Option
Agreement for the Options. In the case of an Optionee's retirement
in accordance with the Company's established retirement policy, such
Option shall remain exercisable by the Optionee for three (3) days
from the date of such retirement unless this provision is modified by
the Option Agreement for the Options.
<PAGE>
(b) No transfer of an Option by the Optionee by will or the laws of
descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with a written notice thereof
and an authenticated copy of the will and/or such other evidence as
the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the
terms and conditions of such Option.
6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no rights as a
shareholder of the Company with respect to any shares subject to any
unexercised Options.
(b) Ownership rights shall vest with the Eligible Plan Participant
according to the vesting provision set forth in Option Agreement for
the Options granted.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted under the
terms of the Plan may be required to file appropriate reports with governmental
agencies. As a condition of the receipt of an Option hereunder, Optionees shall
agree to make such necessary. The Company shall assist and cooperate with
Optionees by providing the necessary information required for compliance of this
condition.
ARTICLE VII: STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder.
7.2 TRANSFER RESTRICTIONS. Unless a registration statement covering the
shares underlying the Options is in effect at the time of execution of an Option
Agreement, the Board shall instruct the Secretary of the Corporation to impose
restrictions of the subsequent transferability of Stock issued pursuant to
Options to be granted hereunder. The Stock of the Company to be issued pursuant
to the exercise of an Option shall have such restrictions prominently displayed
as a legend on such certificate.
ARTICLE VIII: TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate the plan, and may at any time and from
time to time and in any respect amend or modify the Plan.
ARTICLE IX: EMPLOYMENT
<PAGE>
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder or in
any Stock Option Agreement shall confer upon a non-employee Director receiving
such Option or Stock Option Agreement the status as an employee of the Company.
Further, nothing in the Plan or any Option granted hereunder shall in any manner
create in any Optionee the right to continue their relationship with the Company
or create any vested interest in such relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall not effect any
other stock option, incentive, or other compensation plan in effect for the
Company or any of its subsidiaries, nor shall the Plan preclude the Company or
any subsidiary thereof from establishing any other forms of incentive or other
compensation for employees or non-employee Directors of the Company, or any
subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the successors and assigns
of the Company.
9.4 TENSE. When used herein nouns in the singular shall include the plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of articles and
sections hereof are inserted for convenience and reference and constitute no
part of the Plan.
GLOBAL MEDIA CORP.
By: /s/ MICHAEL METCALFE
- -------------------------------------
Michael Metcalfe, President
Date: March 9, 1999
By: /s/ WINSTON BARTA
- -------------------------------------
Winston Barta, Secretary
Date: March 9, 1999
<PAGE>
