As filed with the Securities and Exchange Commission on April 7, 2000
Subject to Amendment
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLANET ENTERTAINMENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FLORIDA 33-0471728
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(State or other Jurisdiction of (I.R.S.Employer Identification No.)
Incorporation or Organization)
222 Highway 35
P.O. Box 4085
MIDDLETOWN, NEW JERSEY 07748
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(Address of Principal Executive Offices)
PLANET ENTERTAINMENT CORPORATION
100,000 SHARE COMPENSATION PLAN
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(Full Title of the Plan)
John S. Arnone, President
Planet Entertainment Corporation
222 Highway 35
P.O. Box 4085
Middletown, New Jersey 07748
(732) 530-8819
NAME, ADDRESS AND TELEPHONE NUMBER INCLUDING AREA CODE OF AGENT FOR SERVICE
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- ------------------- ----------------------- ---------------------- --------------------------
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE
REGISTERED REGISTERED PER SHARE OFFERING PRICE AMOUNT OF REGISTRATION FEE
- ---------------------------- ------------------- ----------------------- ---------------------- --------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $ 1.5 $ 150,000 $ 39.6
($.001 Par Value) Shares
- ---------------------------- ------------------- ----------------------- ---------------------- --------------------------
</TABLE>
* Estimated pursuant to Rule 457 of the Securities Act of 1933, as
amended, solely for purposes of calculating the Registration Fee and based upon
the average of the high and low prices of the shares on the OTCBB on March 27,
2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
(a) GENERAL PLAN INFORMATION. Certain attorneys (the "Persons") of
Gusrae, Kaplan & Bruno ("GKB") pursuant to the terms of an Agreement (the
"Agreement") dated as of February 16, 2000, by and between GKB and the Company
will be issued in the aggregate 100,000 shares (the "100,000 Shares"), of common
stock, par value $.001 per share (the "Common Stock") of the Company subsequent
to the effective date (the "Effective Date") of the Registration Statement on
Form S-8 (the "Registration Statement") covering the 100,000 Shares, of which
this Prospectus forms a part.
The 100,000 shares to be issued to the Persons pursuant to the
Agreement are being issued in settlement of a portion of the outstanding
indebtedness owed by the Company to GKB for legal services rendered to the
Company by GKB, which portion of the legal services were not rendered by GKB in
connection with the purchase or sale of securities of the Company in any capital
raising transaction.
Pursuant to the Agreement, the Company agreed to file with the
Securities and Exchange Commission a registration statement on Form S-8 covering
the 100,000 Shares and to pay all expenses incurred in connection with issuance
and registration of the 100,000 Shares.
The Agreement and the securities to be issued pursuant thereto are not
subject to any provisions of the Employee Retirement Income Security Act of
1974, as amended.
The address and telephone number, including area code, to obtain
additional information regarding the information discussed herein is 222 Highway
35, P.O. Box 4085, Middletown, New Jersey 07748, (732) 530-8819.
(b) SECURITIES TO BE OFFERED. The title of the Plan is the "PLANET
ENTERTAINMENT CORPORATION 100,000 SHARE COMPENSATION PLAN." The total amount of
securities being offered pursuant to such Plan is the 100,000 Shares.
(c) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. The Plan covers the
100,000 Shares. Only the Persons will be issued the 100,000 Shares. The Persons
are receiving such shares pursuant to the Agreement.
(d) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED. The Persons will be receiving the 100,000 Shares in
accordance with the terms of the Agreement as described above. The 100,000
Shares are being issued to the Persons in partial consideration of legal
services provided by GKB to the Company. The Board of Directors of the Company
determined the value of the services provided by GKB to the Company.
<PAGE>
(e) RESALE RESTRICTIONS. Following the issuance to the Persons of the
100,000 Shares as described above, there will be no restrictions imposed under
the Agreement on resales by the Persons of the 100,000 Shares, provided such
shares of Common Stock have been registered and are then covered by an effective
Registration Statement.
(f) TAX EFFECTS OF PLAN PARTICIPATION. Generally, upon the issuance
of the 100,000 Shares, the Persons will recognize ordinary income (treated as
compensation income) equal to the fair market value of the Common Stock at the
time of issuance. Upon the sale of such shares, the Persons will recognize
capital gain or loss measured by the difference between the amount realized on
the sale and the fair market value of the Common Stock at the time of issuance.
Such capital gain or loss will be short-term or long-term, depending upon the
length of time the shares are held by the Persons.
(g) INVESTMENT OF FUNDS. Not applicable.
(h) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. The 100,000
Shares may be transferred, assigned, pledged, or hypothecated by the Persons
only in accordance with all applicable laws, rules and regulations.
(i) FORFEITURES AND PENALTIES. Not applicable.
(j) CHARGES AND DEDUCTIONS AND LIENS THEREFOR. Not applicable.
ITEM 2. REGISTRANT INFORMATION.
The Company will promptly furnish, without charge, a copy of any
documents filed by the Company with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, or the Company's then annual report to stockholders, upon the
written or oral request of the Person which documents are incorporated by
reference into this document. Such requests should be addressed to John S.
Arnone, President, Planet Entertainment Corporation, 222 Highway 35, P.O. Box
4085, Middletown, New Jersey 07748 (732) 936-9660.
Dated: April 5, 2000
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby states that (i) the documents listed in (a) through
(c) below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post effective amendment that indicates that all securities
offered have been sold or that de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-KSB for the year ended
August 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since August 31, 1999.
(c) The Company's Registration Statement on Form 10-SB, as amended.
(d) The Company's Registration Statement on Form SB-2, as amended.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934. See Item 3(c) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Persons are attorneys of Gusrae, Kaplan & Bruno counsel to the
Company and are passing upon the legality of the securities being registered.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Effective July 1999, the Company obtained directors and officers
insurance in the amount of $1,000,000 per occurrence. The Company's Articles of
Incorporation and By-Laws provide the following:
o The Company will indemnify and hold harmless each officer and
director against expenses (including attorneys' fees), judgment,
fines, and amounts paid in settlement, actually and reasonably
incurred in any action, suit or proceeding relating to his duties
as an officer or director;
<PAGE>
o The Company will 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 believes to be in, or not opposed
to, the best interests of us or our shareholders; except that he
will not be indemnified if he is adjudged to be liable for gross
negligence or misconduct in the performance of his duties to us
(unless and only to the extent that the court determines that,
despite the adjudication of liability, he is fairly and reasonably
entitled to indemnity); and
o The Company may advance any costs of our officers and directors in
defending any action, suit or proceeding referred to above before
the final disposition thereof under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION OF EXHIBIT
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4 Agreement by and between GKB and Planet.
5 Opinion of Gusrae, Kaplan & Bruno
23(i) Consent of Lazar Levine & Felix, LLP
23(ii) Consent of AJ. Robbins, P.C.
23(iii) Consent of Gusrae, Kaplan & Bruno
ITEM 9. 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 this Registration Statement (or the most recent
post-effective amendment hereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
-2-
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and 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 that are incorporated by reference in
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 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
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.
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
Securities Exchange Act of 1934 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.
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 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 Act and will be governed by the final adjudication of
such issue.
-3-
<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 New Jersey on the 16th day of February, 2000.
PLANET ENTERTAINMENT CORPORATION
By:/s/ JOHN S.ARNONE
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John S. Arnone, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WALLACE M. GIAKAS Chairman, Secretary, As of February 16, 2000
----------------------- Director
Wallace M. Giakas (Principal Financial Officer)
/s/ JOHN S. ARNONE President, Chief Executive As of February 16, 2000
----------------------- Officer, Director
John S. Arnone (Principal Executive Officer)
/s/ ROBERT G. THOMAS Director As of February 16, 2000
-----------------------
Robert G. Thomas
/s/ DONALD F. MAGGI Director As of February 16, 2000
-----------------------
Donald F. Maggi
/s/ LOUIS J. DELSIGNORE Director As of February 16, 2000
-----------------------
Louis J. DelSignore
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS TO
REGISTRATION STATEMENT ON
FORM S-8
OF
PLANET ENTERTAINMENT CORPORATION
<PAGE>
INDEX TO EXHIBITS
NUMBER DESCRIPTION OF EXHIBIT
4 Agreement by and between GKB and Planet.
5 Opinion of Gusrae, Kaplan & Bruno
23(i) Consent of Lazar Levine & Felix, LLP
23(ii) Consent of AJ. Robbins, P.C.
23(iii) Consent of Gusrae, Kaplan & Bruno
EXHIBIT 4
AGREEMENT
AGREEMENT, dated as of February 16, 2000 by and among Planet
Entertainment Corporation, a Florida corporation, with its principal executive
offices located at 222 Highway 35, P.O. Box 4085, Middletown, New Jersey 07748
("Planet") and Gusrae, Kaplan & Bruno ("GKB").
W I T N E S S E T H :
WHEREAS, in consideration for legal services performed by GKB on behalf
of and at the request of Planet, Planet is indebted to GKB;
WHEREAS, Planet has requested that GKB exchange $66,505 of such
indebtedness (the "$66,505 Debt") for the issuance individually to certain
attorneys of GKB (the "Persons") of in the aggregate 100,000 shares (the
"100,000 Shares") of common stock, par value $.001 per share (the "Common
Stock") of Planet, and GKB, subject to the terms and conditions set forth
herein, agrees to such arrangement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, it is hereby expressly agreed by and among the
parties, as follows:
1. CANCELLATION OF $66,505 DEBT IN EXCHANGE FOR 100,000 SHARES. In
consideration for the cancellation of the $66,505 Debt by GKB (which $66,505
Debt excludes certain other indebtedness which Planet owes to GKB for other
legal services performed by GKB to Planet, which Planet remains liable), Planet
will issue individually to the Persons the 100,000 Shares subject to and
immediately following the effective date (the "Effective Date") of a
registration statement on Form S-8 (the "Registration Statement") covering the
issuance of the 100,000 Shares to the Persons. The portion of the 100,000 Shares
to be issued to each Person is as set forth on Exhibit A hereto. The parties
hereto represent that the legal services performed by GKB to Planet were not
related to the offer or sale of securities in a capital raising transaction.
2. REGISTRATION RIGHTS. Immediately following the execution of this
Agreement, Planet will register on the Registration Statement the 100,000
Shares, and immediately following the Effective Date shall issue the 100,000
Shares to the Persons in the amounts and to the Persons set forth on Exhibit A.
None of the 100,000 Shares shall be issued until after the Effective Date of the
Registration Statement. Planet shall pay all costs and expenses in connection
with the issuance and registration of the 100,000 Shares under the Federal
Securities Laws as well as under the Blue Sky laws of the States of New York and
New Jersey.
3. BINDING AGREEMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, predecessors, successors,affiliates and assigns and upon any
<PAGE>
corporation or other entity into or with which any party hereto may merge or
consolidate.
4. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
5. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to the
conflicts of laws principles thereof. The parties hereto hereby agree that any
suit or proceeding arising directly and/or indirectly pursuant to or under this
Agreement, shall be brought solely in a federal or state court located in the
City, County and State of New York. By its execution hereof, the parties hereby
covenant and irrevocably submit to the IN PERSONAM jurisdiction of the federal
and state courts located in the City, County and State of New York and agree
that any process in any such action may be served upon any of them personally,
or by certified mail or registered mail upon them or their agent, return receipt
requested, with the same full force and effect as if personally served upon them
in New York City. The parties hereto waive any claim that any such jurisdiction
is not a convenient forum for any such suit or proceeding and any defense or
lack of IN PERSONAM jurisdiction with respect thereto. In the event of any such
action or proceeding, the party prevailing therein shall be entitled to payment
from the other party hereto of its reasonable counsel fees and disbursements in
an amount judicially determined.
6. VALIDITY. Should any provision of this Agreement be declared or
determined by any court of competent jurisdiction to be illegal, invalid or
unenforceable, the legality, validity and enforceability of the remaining parts,
terms or provisions shall not be affected thereby, and said illegal,
unenforceable or invalid part, term or provision shall be deemed not to be a
party of this agreement.
7. UNDERSTANDING. The parties represent and warrant to each other that
they have completely read and fully understand each of the terms and provisions
of this Agreement and that they have executed this Agreement based on their own
judgment and the advice of their own attorneys, of their own free will, and
without reliance upon any statement or representation of others not specifically
set forth in writing in this Agreement.
8. AUTHORIZATION. Each signatory to this Agreement represents any
warrants that he, she or it is authorized to sign on behalf of the party for
which he, she or it signs.
9. COOPERATION. The parties hereto agree to cooperate fully and execute
any documents and to take all additional actions that may be necessary or
appropriate to give full force and effect to the basic terms of this Agreement.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first appearing above.
PLANET ENTERTAINMENT CORPORATION
By:/s/ JOHN S. ARNONE
-----------------------------
GUSRAE, KAPLAN & BRUNO
By:/s/ GUSRAE, KAPLAN & BRUNO
-----------------------------
EXHIBIT 5
February 16, 2000
Planet Entertainment Corporation
222 Highway 35
P.O. Box 4085
Middletown, New Jersey 07748
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Planet Entertainment Corporation (the "Company") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to in the aggregate 100,000 shares of the common
stock of the Company, par value $.001 per share (the "100,000 Shares"), to be
issued to attorneys (the "Persons") of Gusrae, Kaplan & Bruno ("GKB") pursuant
to an Agreement dated as of February 16, 2000 (the "Agreement") by and between
the Company and GKB.
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion the 100,000 Shares being registered
pursuant to the Registration Statement, when issued, upon the terms and
conditions as set forth in the Agreement, will be legally issued.
<PAGE>
Planet Entertainment Corporation
February 16, 2000
Page -2-
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act and no other persons may rely upon
this opinion for any reason and you may only rely on this opinion for the
limited purpose of complying with Item 8(a) of Form S-8 solely with regard to
the Registration Statement.
Very truly yours,
/s/ GUSRAE, KAPLAN & BRUNO
--------------------------
GUSRAE, KAPLAN & BRUNO
EXHIBIT 23(i)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8, of our report dated October 12, 1999, which
appears on page F-2 of Form 10-KSB of Planet Entertainment Corporation for the
year ended August 31, 1999. We also consent to the reference to our firm under
the caption "experts" in the Registration Statement.
/s/ LAZAR LEVINE & FELIX LLP
----------------------------
LAZAR LEVINE & FELIX LLP
Dated: New York, New York
March 24, 2000
EXHIBIT 23(ii)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
use of our reports dated:
REPORT DATE FINANCIAL STATEMENTS OF
October 30, 1998 Planet Entertainment Corporation
October 19, 1998 Northeast One Stop, Inc.
and to the reference to our firm under the caption "Experts" included
in or made part of this Form S-8 Registration Statement.
/s/ AJ. ROBBINS, PC
----------------------------
AJ. ROBBINS, PC
Dated: Denver, Colorado
March 24, 2000
EXHIBIT 23 (iii)
CONSENT OF COUNSEL
The consent of Gusrae, Kaplan & Bruno is contained in their opinion
filed as Exhibit 5 to this Registration Statement.
