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As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-64395
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 6 to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PLANET ENTERTAINMENT CORPORATION
(Exact name of Registrant as specified in its charter)
Florida 33-0471728
(State of Incorporation or (I.R.S. Employer
Organization or other jurisdiction) Identification No.)
John S. Arnone, President
222 Highway 35
P.O. Box 4085
Middletown, New Jersey 07748
(Address of Registrant's principal executive office, including zip code)
(732) 530-8819
(Registrant's telephone number)
Copies To:
LAWRENCE G. NUSBAUM, ESQ.
GUSRAE, KAPLAN & BRUNO
120 WALL STREET
NEW YORK, NEW YORK 10005
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Title of each Class Proposed Maximum Proposed Maximum
of securities to be Amount to be Offered Price Per Aggregate Offering
Registered (1) Registered Unit Price Registration Fee (2)
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 2,750,000 $4.25 $11,687,500 $4,124.73
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</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THERAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(1) The Shares are offered at prices not presently determinable. The offering
price is estimated pursuant to the provisions of Rule 457 solely for the purpose
of calculating the registration fee based on the average bid and ask price for
the Company's Common Stock on June 1, 1999, which was $4.25 per share.
(2) Previously paid.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
DATED June 3, 1999
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and the Bylaws provide that the Company
shall indemnify and hold harmless each officer and director of the Company (and
each officer and director of another entity serving at the request of the
Company) who is a party to, or is threatened to be made a party to, any
threatened, pending or contemplated action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, against expenses (including
attorney's fees), judgment, fines, and amounts paid in settlement, actually and
reasonably incurred in connection with such action, suit or proceeding. They
further provide that the Company shall indemnify each such officer and director
in any derivative 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 Company or its shareholders; except that no indemnification shall be made
with respect to any such derivative action, suit or proceeding as to which he
shall have been adjudged to be liable for gross negligence or misconduct in the
performance of his duties to the Company (unless and only to the extent that the
court in which such action or suit was brought shall determine, upon
application, that, despite the adjudication or liability, but in view of all of
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper).
The Articles of Incorporation and the Bylaws also provide that costs in
defending any action, suit or proceeding referred to above may be paid by the
Company in advance of the final disposition thereof under certain circumstances.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses, other than
underwriting discounts and commissions, in connection with the issuance and
distribution of the shares of Common Stock being registered, all of which are
being borne by the Company:
Registration fee 4,124.73
Transfer agent and registrar fees 1,000.00
Printing and engraving 500.00
Legal fees 85,000.00
Blue Sky fees and expenses -0-
Accounting fees 28,500.00
Miscellaneous 75.27
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Total: $ 119,200.00
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RECENT SALES OF UNREGISTERED SECURITIES
In May 1996, the Company issued 75,000 shares of Common Stock to its
founding shareholders, Messrs. Arnone, Giakas and Venneri, and in June 1996,
issued 3,060,000 shares of Common Stock to Messrs. Arnone, Giakas and Venneri,
in exchange for all the issued and outstanding capital stock of
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Maestro Holding Corporation valued at $50,860.
In October 1996, the Company issued 5,065,000 shares of its Common
Stock to Messrs. Arnone, Giakas and Venneri, and others in consideration for
services rendered in the approximate amount of $5,065, and also in October 1996,
the Company also issued 101,000 shares of its Common Stock to the shareholders
of Ampro International Golf Co. ("Ampro") valued at $101, par value, to effect
the recapitalization of the Company following its acquisition by Ampro.
In November 1996, the Company issued 25,000 shares of its Common Stock
at $.001 par value, in exchange for all the issued and outstanding capital stock
of Higher Ground Records, Inc., and in November 1996, also issued 1,500,000
shares to J. Jake and Music Marketeers in exchange for certain rights associated
with 10,000 master recordings purchased by the Company, valued at $5,250,000. In
March 1997, the Company issued 100,000 shares of its Common Stock to the
shareholders Al Alberts, an unrelated company, in exchange for all the issued
and outstanding capital stock of Al Alberts valued at $214,000, and also in 1997
issued 367,911 shares of Common Stock to unrelated third parties in
consideration for services rendered in the amount of approximately $239,967. In
February 1998, the Company issued 554,089 shares of Common Stock to unrelated
parties who had performed on various contractual obligations in payment of
certain accounts payable or trade liabilities totaling approximately $248,347.
To the extent that the Company has issued Common Stock in payment of
certain contracts to be performed after 1997, the Company has recorded these
amounts as pre-paid expenses over the term of such contracts or agreements
relating to the services to be performed for the Company.
In May 1998, the Company authorized and issued 500 shares of 7% Series
A Convertible Preferred Stock (the "Preferred Stock") to JNC at a stated value
of $10,000 per share for a total of $5 million. In connection with this
transaction, the Company issued warrants to purchase 75,000 shares of the
Company's Common Stock to JNC at a exercise price of $9.625 per share over a
term of five years, and the Company also issued warrants to purchase 150,000
shares of the Company's Common Stock to CDC Consulting, Inc. exercisable at a
price of $9.625 per share for an identical term of five years from May 1998. As
a result of this transaction, the Company received net proceeds of approximately
$4,475,000. The Preferred Stock initially was convertible at any time into
shares of Common Stock at the lower of (a) $8.885 per share (the "Initial
Conversion Price"), or (b) 78%, (the "Discount Rate") multiplied by the average
of the five lowest per share market prices of the Company's Common Stock during
ten trading days immediately proceeding notice of conversion, which average as
of May 17, 1999 was $3.95 per share. Because prior to the effective date of this
Prospectus, the Company did not satisfy certain obligations to the holder of the
Preferred Stock set forth in the Company's Amended and Restated Articles of
Incorporation governing the Preferred Stock (the "Terms"), the Discount Rate was
reduced from its initial rate to 58%.
Pursuant to the Terms, the Preferred Stockholder is prohibited from
converting the Preferred Stock (or receiving shares of Common Stock as payment
of dividends thereunder) to the extent that such conversion would result in the
Preferred Stockholder owning more than 4.999% of the outstanding Common Stock of
the Company following such conversion. Such restriction is waivable by the
Preferred Stockholder upon not less than 75 days notice to the Company.
In the opinion of the Company's counsel the sales of the above
securities were exempt from registration under the Securities Act in reliance on
Rule 506 of Regulation D promulgated under Section 3(a)(9) pursuant to Section
4(2) of the Securities Act of 1933 as transactions by an issuer not involving a
public offering of securities. The recipients of securities in each such
transaction represented their intention to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were affixed to the share certificates and
warrants issued in such transactions. All recipients had adequate access,
through their relationships with the Company, to information about the
Registrant.
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ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following is a list of exhibits filed as part of this Registration
Statement.
Acquisition Agreements Exhibit 1
a. Higher Ground Records Acquisition*
b. Ampro International Golf Tour, Inc. Reverse Merger*
c. Maestro Holding Corporation Acquisition*
d. Gulf Coast Music L.L.C. and J. Jake, Inc.*
e. Master Recording Acquisition Agreements*
Material Contracts Exhibit 2
a. Sun Entertainment Agreement*
b. Monaco Agreement*
c. Atlantic Coast Digital Concepts, Inc. Agreement*
d. New Millennium Communications, Ltd. Agreement*
e. Black Tiger Records Agreement*
f. Nippon Columbia Agreement*
g. Multi-Media Industries Corporation Joint Venture Agreement*
h. Multi-Media Industries Corporation Production Agreement*
i. JNC Opportunity Fund Ltd. Convertible Preferred Stock
Purchase Agreement*
j. Lease Agreement with Al Alberts On Stage, Ltd.*
k. Executive Compensation Agreement with Wallace M. Giakas*
l. Executive Compensation Agreement with John S. Arnone*
m. Executive Compensation Agreement with Joseph Venneri*
n. Purchase and Sale Agreement with Northeast One Stop, Inc.*
o. Ronald J. Nicks Executive Compensation Agreement*
p. Gulf Coast Master Recording Purchase Agreement*
q. Gulf Coast Addendum to Master Recording Agreement*
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r. NEOS Lease from L & P Feed*
s. NEOS Financing Agreement with Congress Financial Corporation*
t. NEOS Amendment to Financing Agreement dated July, 1995*
u. NEOS Amendment to Financing Agreement dated August 1997*
v. NEOS Amendment to Financing Agreement dated September 1998*
w. NEOS Guarantee*
x. NEOS Waiver of Line of Credit Covenant*
Articles of Incorporation* Exhibit 3
By-Laws of Incorporation*
Opinion Re: Legality Exhibit 5
Statement Regarding Earnings Per Share* Exhibit 11
Computation of Loss Per Common Share* Exhibit 17
Consents of Experts and Counsel** Exhibit 23
Financial Data Schedule* Exhibit 27
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* Filed as Exhibits to Form 10-SB, File Number 000-22549, dated September 23,
1998 and are herein incorporated by reference.
** Filed previously.
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN MIDDLETOWN, NEW JERSEY,
THIS 3RD DAY OF JUNE 1999.
By: /s/ JOHN S. ARNONE
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John S. Arnone
President, Chief Executive Officer, Director
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.
Each person in so signing also makes, constitutes and appoints John S. Arnone
acting alone, his true and lawful attorney-in-fact, with full power of
substitution, to execute and cause to be filed with the Securities and Exchange
Commission pursuant to the requirements of the Securities Act of 1933, as
amended, any and all amendments and post-effective amendments to this
Registration Statement, and including any Registration Statement for the same
offering that its to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, with exhibits thereto and other documents in connection
therewith, and hereby ratifies and confirms all that said attorney-in-fact or
his substitute or substitutes may do or cause to be done by virtue hereof.
NAME CAPACITY DATE
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/s/ WALLACE M. GIAKAS Chairman of the Board, June 3, 1999
- --------------------------- Secretary
Wallace M. Giakas
/s/ JOSEPH VENNERI Executive Vice President, June 3, 1999
- --------------------------- Director
Joseph Venneri
/s/ RICHARD BLUESTINE Executive Vice-President, June 3, 1999
- --------------------------- Chief Financial Officer
Richard Bluestine
/s/ LOUIS J. DELSIGNORE Director June 3, 1999
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Louis J. DelSignore
/s/ RONALD J. NICKS Director June 3, 1999
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Ronald J. Nicks
FROHLING, HUDAK & MCCARTHY, P.C.
COUNSELLORS AT LAW
425 EAGLE ROCK AVENUE P.O. BOX 926
SUITE 200 NEWARK, NJ 07101
ROSELAND, NJ 07068 (973) 622-2800
(973) 226-4600
FAX (973) 226-0969 Please Reply to:
[X] Roseland
[ ] Newark
June 3, 1999
Planet Entertainment Corporation
222 Highway 35 South
Middletown, NJ 07748
RE: PLANET ENTERTAINMENT CORPORATION
Gentlemen:
We have reviewed all pertinent corporate documents and materials
required to be reviewed in connection with the status of the 2,750,000 shares of
common stock (the "2,750,000 Shares") of the Company being registered with the
U.S. Securities and Exchange Commission, pursuant to a Registration Statement on
Form SB-2 (the "Registration Statement") and in connection therewith render the
following opinion:
(a) All the 2,750,000 Shares being registered pursuant to the
Registration Statement will, when issued upon the proper exercise of the
conversion rights and warrants, be duly authorized, fully paid, validly issued,
and non-assessable.
(b) All corporate action required to be taken by the Company in
connection with the registration of the 2,750,000 Shares has been taken.
We hereby consent to our firm being named in the Registration Statement
and accompanying prospectus in the section entitled "Interest of Named Experts
and Counsel," and to our opinion being included as an exhibit to the
Registration Statement.
Very truly yours,
FROHLING HUDAK & McCARTHY P.C.
