<PAGE>
As filed with the Securities and Exchange Commission on September 2, 1998.
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
----------
FLORIDA 91-1796903
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
----------
20 NORTH ORANGE AVENUE, SUITE 101, ORLANDO, FL 32801
(Address of principal executive offices) (Zip Code)
1997 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
JACK YOUNGBLOOD, PRESIDENT
20 NORTH ORANGE AVENUE, SUITE 101
ORLANDO, FL 32801
(407) 648-4444
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective.
--------------------------------
Exhibit Index Begins at Page II-6
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Security(2) Price(2)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Common Stock, 500,000 Shares $ 4.125 $2,062,500 $608
$.01 par value
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement, pursuant to Rule 416, covers any
additional shares of no par value Class A Common Stock ("shares") which become
issuable under the 1997 Employee Stock Option Plan ("Plan") set forth herein by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase in the
number of shares outstanding.
(2) Estimated solely for the purpose of computing the amount of the
Registration fee under Rule 457 of the Securities Act of 1933, as amended. A
total of 500,000 shares are issuable under the Plan at an offering price per
share based upon the closing price of the Common Stock on the NASDAQ SmallCap
Market on August 28, 1998 of $4.125 per share.
ii
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
PART I
Cross Reference Sheet Required by Item 501
<TABLE>
<CAPTION>
ITEM IN FORM S-8 CAPTION IN PROSPECTUS
---------------- ---------------------
<S> <C>
1. General Plan Information . . . . . Cover Page; Issuer and Participating
Employees; Description of the Plan;
Tax Consequences
2. Registrant Information and
Employee Plan Annual
Information. . . . . . . . . . . . Available Information
3. Incorporation of Documents
by Reference . . . . . . . . . . . Incorporation by Reference
4. Description of Securities. . . . . Description of the Plan
5. Interests of Named Experts
and Counsel. . . . . . . . . . . . Legal Matters
6. Indemnification of
Directors and Officers . . . . . . SEC Position Regarding
Indemnification
7. Exemption from Registration
Claimed. . . . . . . . . . . . . . Not Applicable
8. Exhibits . . . . . . . . . . . . . Not Applicable (See Part II, Item 8)
9. Undertakings . . . . . . . . . . . Not Applicable (See Part II, Item 9)
</TABLE>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in the Reoffer Prospectus
which follows. The Reoffer Prospectus together with the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement
constitute the Section 10(a) Prospectus.
iii
<PAGE>
REOFFER PROSPECTUS
The material which follows, up to but not including the page beginning
Part II of this Registration Statement, constitutes a prospectus, prepared on
Form S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the Registrant's 1997
Employee Stock Option Plan by directors of the Registrant, as defined in Rule
405 under the Securities Act of 1933, as amended.
iv
<PAGE>
500,000 SHARES
COMMON STOCK
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
---------------
1997 EMPLOYEE STOCK OPTION PLAN
---------------
This Reoffer Prospectus ("Prospectus") relates to the offering by The
Orlando Predators Entertainment, Inc. (the "Company") and the Company's
employees, officers, directors and consultants of up to 500,000 shares (subject
to adjustment in certain circumstances) of the Company's no par value Class A
Common Stock (the "Common Stock" or "shares"), purchasable by such employees,
officers, directors and consultants pursuant to Common Stock options ("options")
under the Company's 1997 Employee Stock Option Plan (the "Plan"). As of the
date hereof 253,000 options issued under the Plan are outstanding.
---------------
This Prospectus will be used by non-affiliates of the Company as well as
persons who are "affiliates" (as that term is defined under the Securities Act
of 1933) to effect resales of the shares. See "Selling Stockholders." The
Company will receive no part of the proceeds of any such sales although it will
receive the exercise price of the options.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
made hereby, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of the time subsequent to the date hereof.
---------------
The date of this Prospectus is September 2, 1998.
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, including Sections 14(a) and 14(c) relating to
proxy and information statements, and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; 7 World Trade Center, New York, New York 10048; and
5670 Wilshire Boulevard, Los Angeles, California 90036. Copies of such material
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street N.W., Washington, D.C. 20549 at prescribed rates at the Commission's
Website at www.sec.gov. The Company's Common Stock is traded on the NASDAQ
SmallCap Market under the symbol "PRED." Reports, proxy and information
statements may also be inspected at the NASDAQ SmallCap Market offices, 1735 K
Street Northwest, Washington, D.C. 20006.
The Company furnishes annual reports to its shareholders which include
audited financial statements. The Company may furnish such other reports as may
be authorized, from time to time, by its Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this Prospectus,
either in whole or in part. The Company will provide without charge (i) to each
person to whom a Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference (not including exhibits to the information unless such exhibits are
specifically incorporated by reference into the information), and (ii) documents
and information required to be delivered to the Company's directors pursuant to
Rule 428(b). Requests for such information shall be addressed to the Company at
20 North Orange Avenue, Suite 101, Orlando, Florida 32801, (407) 648-4444.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
METHOD OF SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SEC POSITION REGARDING INDEMNIFICATION. . . . . . . . . . . . . . . . . . . 7
DESCRIPTION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPLICABLE SECURITIES LAW RESTRICTIONS. . . . . . . . . . . . . . . . . . . 8
TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
3
<PAGE>
INTRODUCTION
The Company owns and operates the Orlando Predators (the "Predators" or the
"team"), a professional arena football team of the Arena Football League (the
"AFL or the "League"). Arena football is played in an indoor arena on a padded
50 yard long football field using eight players on the field for each team.
Most of the game rules are similar to college or other professional football
game rules with certain exceptions intended to make the game faster and more
exciting.
The AFL is a nonprofit membership corporation organized to govern the arena
football teams that comprise the League and to sell team memberships
("Memberships") in major United States markets. The AFL's first season
commenced in 1987. Between 1987 and 1997, the League grew from four teams to 14
teams with teams in Buffalo and New Orleans expected to begin play in 1999 and
2000, respectively. The membership fees for the next team joining the AFL has
increased from $125,000 in 1995 to $3 million for the 1998 season, with a
current League asking price of $7 million effective for the 1999 season. Since
1992, announced League attendance has grown from 736,000 to over 1,050,000, an
increase of more than 42%. Game broadcasts during this period have included
local, regional, ESPN and ESPN 2 coverage. For the 1998 season, 47 games were
broadcast on national and regional cable television stations, including ABC's
live broadcast of Arena Bowl XII which was won by the Predators. From 11
million television households in 1994, the AFL reached 27.5 million households
in 1997.
The Company recently purchased from the League additional revenue interests
("Equity Interests") in the AFL, which brings the Company's total Equity
Interest in the League to approximately 15%. The Company's strategy is to
participate through the operation of the Predators and the ownership of the
Equity Interests in what the Company believes will be the continued significant
growth of the AFL which in turn is expected to result in increased revenues to
the Company generated from larger national League sponsorship contracts,
increased revenues to the Company from additional Membership fees, increased fan
attendance at AFL games including Predators' games, and appreciation in the
value of the Predators as an AFL team.
At the team level, the Company's strategy is to increase fan attendance at
Predators' home games, expand the Predators' advertising and sponsorship base,
and contract with additional local and regional broadcasters to broadcast
Predators' games. The Company also intends to acquire other professional sports
teams which the Company believes will increase the value of the Company and
increase earnings.
The Predators commenced play in the AFL's 1991 season. Having completed
its seventh season, the team has played in the Arena Bowl for the AFL
championship on four occasions winning the 1998 Arena Bowl. The Predators
reported the highest average AFL per game attendance for the 1995 and 1996
seasons and hold one of the best all time win-loss records in the League.
4
<PAGE>
Currently, the Company derives substantially all of its revenues from the
arena football operations of the Predators. These revenues result from the sale
of tickets to the Predators' home games, the sale of advertising and promotions
to Predator sponsors, the sale of local and regional broadcast rights to
Predators' games, the Predators' share of League contracts with national
broadcast organizations and expansion team fees paid through the AFL, the sale
of merchandise carrying the Predators' logos, and concession sales at Predators'
home games.
The Company's principal executive offices are located at 20 North Orange
Avenue, Suite 101, Orlando, Florida 32801 and its telephone number is (407)
648-4444.
SELLING STOCKHOLDERS
This Prospectus covers possible sales by officers and directors of the
Company (as well as employees whose names are not included herein) of shares
they acquire through exercise of options granted under the Plan. The names of
such officers and directors who may be Selling Stockholders from time to time
are listed below, along with the number of shares of Class A Common Stock
currently owned by them and the number of shares offered for sale hereby. The
number of shares offered for sale by such individuals may be updated in
supplements to this Prospectus, which will be filed with the Securities and
Exchange Commission in accordance with Rule 424(b) under the Securities Act of
1933, as amended.
<TABLE>
<CAPTION>
Number of
Name of Selling Shareholdings Shares Offered
Stockholder(1) Number Percent For Sale(*)
- -------------- ------------- ------- -----------
<S> <C> <C> <C>
William G. Meris(2)(5) 1,350,425 55.0% 5,000
Jack Youngblood(3) 34,500 1.4% 34,500
Alan Gagleard(4)(5) 122,375 5.1% 5,000
Thomas F. Winters(6) 13,000 .5% 13,000
</TABLE>
* Represents all shares issuable under the Plan
(1) The stockholders listed in the table have sole voting and investment powers
with respect to the shares. Their addresses are in care of the Company.
(2) Includes (i) 1,276,000 shares held by the Monolith Limited Partnership
("Monolith"), a privately held, Delaware limited partnership. The General
Partner of Monolith is WGM Corporation, a Delaware corporation ("WGM"), of
which William G. Meris is the President and sole principal shareholder,
(ii) stock options to purchase up to 5,000 shares of the Company's Class A
Common Stock at $2.00 per share under the Company's 1997 Stock Option Plan
granted to Mr. Meris, (iii) 13,800 shares at $2.00 per share assigned to
Meris
5
<PAGE>
Financial, Inc. by Monolith and, (iv) warrants to purchase 68,000 shares at
$3.75 held by Monolith.
(3) Represents stock options to purchase up to 34,500 shares of the Company's
Class A Common Stock at $2.00 per share until July 2007, which have not yet
vested.
(4) Includes (a) 103,500 shares of Class A Common Stock, (b) stock options to
purchase an additional 13,800 shares of the Company's Class A Common Stock
from Monolith at $2.00 per share, and (c) stock options to purchase up to
5,000 shares of the Company's Class A Common Stock at $2.00 per share under
the Plan. Mr. Gagleard resigned as a director in August 1998.
(5) In addition to the Class A Common Stock set forth above, the Company has
issued and outstanding 1,000 shares of Class B Common Stock owned 925
shares by Monolith (92.5%) and 75 shares by Gagleard (7.5%).
(6) Includes warrants to purchase 8,000 shares of $3.75 per share and options
to purchase 5,000 shares at $2.00 per share.
METHOD OF SALE
Sales of the shares offered by this Prospectus will be made on the NASDAQ
SmallCap Market, where the Company's Class A Common Stock is listed for trading,
in other markets where the Company's Class A Common Stock may be traded or in
negotiated transactions. Sales will be at prices current when the sales take
place and will generally involve payment of customary brokers' commissions.
There is no present plan of distribution.
6
<PAGE>
SEC POSITION REGARDING INDEMNIFICATION
The Company's Article of Incorporation and Bylaws provide for
indemnification of officers and directors, among other things, in instances in
which they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the Company and in which, with
respect to criminal proceedings, they had no reasonable cause to believe their
conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company has
been informed that in the opinion of the Securities and Exchange Commission that
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
DESCRIPTION OF THE PLAN
In April 1997, the Company's Board of Directors approved the Plan for the
benefit of employees, officers, directors and consultants of the Company. The
Company believes that the Plan provides an incentive to individuals to act as
employees, officers, directors and consultants of the Company and to maintain a
continued interest in the operations and future of the Company. All options
were issued under Section 422A of the Internal Revenue Code, and include
qualified and non-qualified stock options.
The terms of the Plan provide that the Company is authorized to grant
options to purchase shares of Class A Common Stock ("options" or "option
shares") to employees, officers, directors and consultants of the Company upon
the majority consent of the Company's Board of Directors. Any employee,
officer, director or consultant of the Company is eligible to receive options
under the Plan. The option price to be paid by optionees for shares under
qualified stock options must not be less than the fair market value of the
options shares as reported by the NASDAQ SmallCap Market on the date of the
grant. The option price for nonqualified stock options will not be less than
100% of such fair market value. Options must be exercised within 10 years
following the date of grant (or sooner at the discretion of the Board of
Directors), and the optionee must exercise options during service to the Company
or within 90 days of termination of such service (12 months in the event of
death on disability). The Board of Directors may extend the termination date of
an option granted under the Plan.
A total of 500,000 shares of the Company's authorized but unissued Common
Stock have been reserved for issuance pursuant to the Plan of which 253,000
options are currently outstanding at exercise prices ranging from $2.00 to $4.50
per share.
Options under the Plan may not be transferred, except by will or by the
laws of intestate succession. The number of shares and price per share of the
options under the Plan will be proportionately adjusted to reflect forward and
reverse stock splits. The holder of an option under the Plan has none of the
rights of a shareholder until shares are issued.
7
<PAGE>
The Plan is administered by the Board of Directors which has the power to
interpret the Plan, determine which persons are to be granted options and the
amount of such options.
The provisions of the Federal Employee Retirement Income Security Act of
1974 do not apply to the Plan. Shares issuable upon exercise of options will
not be purchased in open market transactions but will be issued by the Company
from authorized shares.
Payment for shares must be made by optionees in cash from their own funds.
No payroll deductions or other installment plans have been established. No
reports will be made to optionees under the Plan except in the form of updated
information for the Prospectus.
There are no assets administered under the Plan, and, accordingly, no
investment information is furnished herewith.
Shares issuable under the Plan may be sold in the open market, without
restrictions, as free trading securities. No options may be assigned,
transferred, hypothecated or pledged by the option holder. No person may create
a lien on any securities under the Plan, except by operation of law. However,
there are no restrictions on the resale of the shares underlying the options.
The Plan will remain in effect until April, 2007 but may be terminated or
extended by the Company's Board of Directors. Additional information concerning
the Plan and its administrators may be obtained from the Company at the address
and telephone number indicated under "Incorporation by Reference" above.
APPLICABLE SECURITIES LAW RESTRICTIONS
If the optionee is deemed to be an "affiliate" (as that term is defined
under the Securities Act of 1933, as amended), the resale of the shares
purchased upon exercise of options covered hereby will be subject to certain
restrictions and requirements. The Company's legal counsel may be called upon
to discuss these applicable restrictions and requirements with any optionee who
may be deemed to be an affiliate, prior to exercising an option.
In addition to the requirements imposed by the Securities Act of 1933, the
antifraud provisions of the Securities Exchange Act of 1934 and the rules
thereunder (including Rule 10b-5) are applicable to any sale of shares acquired
pursuant to options.
Up to 500,000 shares may be issued under the Plan. The Company has
authorized 15,000,000 shares of Class A Common Stock of which 2,480,000 shares
were outstanding as of May 31, 1998. Class A Common shares outstanding and
those to be issued upon exercise of options are fully paid and nonassessable,
and each share of stock is entitled to one vote at all shareholders' meetings.
All shares are equal to each other with respect to lien rights, liquidation
rights and dividend rights. There are no preemptive rights to purchase
additional shares by virtue of the fact that a person is a
8
<PAGE>
shareholder of the Company. Shareholders do not have the right to cumulate
their votes for the election of directors.
Directors must comply with certain reporting requirements and resale
restrictions pursuant to Sections 16(a) and 16(b) of the Securities Exchange Act
of 1934 and the rules thereunder upon the receipt or disposition of any options.
TAX CONSEQUENCES
If an option is exercised and if the optionee does not dispose of the
shares acquired pursuant to the exercise within two years of the date of the
granting of the option nor within one year from the transfer of the shares
pursuant to exercise of the options, then there will not be any federal income
tax consequences to the Company from either the exercise of the option or the
receipt of the proceeds with respect to the exercise of the option. In such
circumstances, the optionee would not be required to recognize any taxable
income upon the exercise of the option.
Furthermore, the sale of the shares received pursuant to the exercise of
the option would result in long-term capital gain or long-term capital loss to
the optionee based on the difference between the amount received with respect to
such sale and the amount paid upon the exercise of the option.
If an optionee exercised an option and sold the shares acquired pursuant to
such exercise either within two years from the date of the granting of the
option or within one year from the date of the transfer of such shares to him
pursuant to his exercise of the option, then in general the Company would be
entitled to a deduction for federal income tax purposes equal to lessor of: (1)
the fair market value of the stock on the date of exercise over the option price
of the stock; or (2) the amount realized on disposition over the adjusted basis
of the stock. The optionee would recognize income equal to the amount of the
Company's deduction. The Company's deduction would be allowed, and the
optionee's income would be taxable, in the year the optionee disposed of the
shares. However, if the disposition occurs within two years of the date of the
grant and the disposition is a sale or exchange with respect to which a loss, if
sustained, would be recognized (generally any disposition other than to a
related party), then the optionee's income and the Company's deduction would not
exceed the excess (if any) of the amount realized on such sale or exchange over
the adjusted basis of such shares. The Company expects that optionees will be
required to exercise their options within five years from the date of grant
although optionees may hold the shares issuable upon exercise of the options
indefinitely.
For options exercised after 1987, an individual generally must include in
alternative minimum taxable income the amount by which the option price paid is
exceeded by the fair market value at the time the individual's rights to the
shares are freely transferable or are not subject to a substantial risk of
forfeiture. The alternative minimum tax is payable only if the alternative
minimum tax exceeds the regular income tax liability.
9
<PAGE>
The provision of Section 401(a) of the Code, relating to "qualified"
pension, profit sharing and stock bonus plans, do not apply to the options or
underlying shares covered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed on
for the Company by Gary A. Agron, 5445 DTC Parkway, Suite 520, Englewood,
Colorado 80111.
EXPERTS
The financial statements of the Company incorporated by reference in the
Company's Annual Report on Forms 10KSB for the period February 14, 1997 to
December 31, 1997, were audited by AJ. Robbins, P.C., independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) The Registrant's Annual Report on Form 10KSB for the year ended
December 31, 1997, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998, filed pursuant to Section 13(a) of the Exchange Act; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form SB-2 under the Securities Act
of 1933, as amended (Registration No. 333-31671), including any amendments
or reports filed for the purpose of updating such description.
(d) All other reports and subsequent reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and 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 at the time
of such amendment will be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
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 herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(i) Articles XII and XIII of the Registrant's Bylaws provide as follows:
"ARTICLE XII
LIMITATIONS ON LIABILITY
Section 1. To the fullest extent permitted by the Florida Business
Corporation Act as the same exists or may hereafter be amended, a director of
the corporation shall not be liable to the corporation or its stockholders for
monetary damages for any action taken or any failure to take any action as a
director. Notwithstanding the foregoing, a director will have liability for
monetary damages for a breach or failure which involves: (i) a violation of
criminal law; (ii) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (iii) distributions in
violation of the Florida Business Corporations Act or the Articles of
Incorporation (but only to the extent provided by law); (iv) willful misconduct
or disregard for the best interests of the corporation concerning any proceeding
by or in the right of the corporation or a shareholder; or (v) reckless,
malicious or wanton acts or omission concerning any proceeding other than in the
right of the corporation or of a shareholder. No repeal, amendment or
modification of this Article, whether direct or indirect, shall eliminate or
reduce its effect with respect to any act or omission of a director of the
corporation occurring prior to such repeal, amendment or modification.
ARTICLE XIII
INDEMNIFICATION
Section 1. Subject to and in accordance with Florida Business Corporation
Act (Sec. 607.0850) and except as may be expressly limited by the Articles of
Incorporation and any amendments thereto, the corporation shall indemnify any
person:
(i) made a party to any proceeding (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 serving at the
corporation's request, as a director, officer, employee or agent of another
corporation, or other enterprise; or
(ii) who was or is a party to any proceeding 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.
II-2
<PAGE>
This indemnification shall be mandatory in all circumstances in which
indemnification is permitted by law.
Section 2. The corporation may maintain indemnification insurance
regardless of its power to indemnify under the Business Corporation Act.
Section 3. The corporation may make any other or further indemnification
or advancement of expenses of any of the directors, officers, employees or
agents under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and to action
in another capacity while holding such office, except an indemnification against
material criminal or unlawful misconduct as set forth by statute, or as to any
transaction wherein the director derived an improper personal benefit.
Section 4. Except to the extent reimbursement shall be mandatory in
accordance herewith, the corporation shall have the right to refuse
indemnification, in whole or in part, in any instance in which the person to
whom indemnification would otherwise have been applicable, if he unreasonably
refused to permit the corporation, at its own expense and through counsel of its
own choosing, to defend him in the action, or unreasonably refused to cooperate
in the defense of such action."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a list of Exhibits filed as part of the Registration
Statement:
4. 1997 Employee Stock Option Plan.
4.1 Exhibit A to 1997 Employee Stock Option Plan - Grant of Incentive
Stock Option.
4.2 Exhibit B to 1997 Employee Stock Option Plan - Investment Letter.
4.3 Exhibit C to 1997 Employee Stock Option Plan - Investment Letter
5. Opinion of Gary A. Agron
24. Consent of AJ. Robbins, P.C., independent certified public accountants
ITEM 9. UNDERTAKINGS
The 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; to include any prospectus
II-3
<PAGE>
required by Section 10(a)(3) of the Securities Act of 1933; (2) 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 Registration Statement; (3) that, for the purpose of
determining any liability under the Securities Act of 1933, each 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 (4) 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 Plan.
The Registrant hereby undertakes to deliver or cause to be delivered with
the prospectus to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 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 against the
Registrant 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Orlando, Florida, on September 1, 1998.
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
By: /s/ Jack Youngblood,
----------------------------------------
Jack Youngblood, President
Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed below by the following persons on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William G. Meris Chairman of the Board of September 1, 1998
- ---------------------------- Directors
William G. Meris
/s/ Jack Youngblood President (Chief Executive September 1, 1998
- ---------------------------- Officer) and Director
Jack Youngblood
/s/ Alex S. Narushka Secretary, Treasurer and September 1, 1998
- ---------------------------- Chief Financial Officer
Alex S. Narushka (Principal Accounting Officer)
/s/ Robert G. Flynn Chief Operating Officer September 1, 1998
- ----------------------------
Robert G. Flynn
/s/ Edgar J. Allen Vice President - Sales and September 1, 1998
- ---------------------------- Marketing
Edgar J. Allen
/s/ Thomas F. Winters, Jr. Director September 1, 1998
- ----------------------------
Thomas F. Winters, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page No.
- ----------- ------- --------
<S> <C> <C>
4. 1997 Employee Stock Option Plan.
4.1 Exhibit A to 1997 Employee Stock Option Plan - Grant of
Incentive Stock Option.
4.2 Exhibit B to 1997 Employee Stock Option Plan - Investment
Letter.
4.3 Exhibit C to 1997 Employee Stock Option Plan - Investment
Letter.
5. Opinion of Gary A. Agron.
23. Consent of AJ. Robbins, P.C., independent certified public
accountants.
</TABLE>
II-6
<PAGE>
EXHIBIT 4
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
STOCK OPTION PLAN
SECTION 1. PURPOSE AND SCOPE
The purposes of this Plan are to encourage stock ownership by key
management employees, officers, directors and consultants of THE ORLANDO
PREDATORS ENTERTAINMENT, INC. (herein called the "Company"), to provide an
incentive for such individuals to expand and improve the profits and prosperity
of the Company, and to assist the Company in attracting and retaining key
personnel through the grant of options to purchase shares of the Company's
common stock.
SECTION 2. DEFINITIONS
Unless otherwise required by the context:
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Company" shall mean The Orlando Predators Entertainment, Inc., a
Florida Corporation.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4 "Option" shall mean a right to purchase Stock, granted pursuant
to the Plan.
2.5 "Option Price" shall mean the purchase price for Stock under an
Option, as determined in Section 6 below.
2.6 "Participant" shall mean an employee, officer or director of the
Company or consultant to the Company to whom an Option is granted under the
Plan.
2.7 "Plan" shall mean this Stock Option Plan.
2.8 "Stock" shall mean the voting common stock of the Company, no par
value.
SECTION 3. STOCK TO BE OPTIONED
Subject to the provisions of Sections 11.1 and 11.2 of the Plan, the
maximum number of shares of Stock that may be optioned or sold under the Plan is
150,000 shares. Such shares may be treasury, or authorized, but unissued,
shares of Stock of the Company.
SECTION 4. ADMINISTRATION
The Plan shall be administered by the Board. The Board shall be
responsible for the operation of the Plan and shall be responsible for
selecting the Participants and determining the extent of
<PAGE>
participation (including the number of shares and the vesting schedule of the
Option rights). The interpretation and construction of any provision of the
Plan by the Board shall be final. No member of the Board shall be liable for
any action or determination made by him in good faith.
SECTION 5. ELIGIBILITY
The Board may grant Options to any key management employee, officer or
director of the Company or any consultant of the Company. Options may be
awarded by the Board at any time and from time to time to new Participants,
or to then Participants, or to a greater or lesser number of Participants,
and may include or exclude previous Participants, as the Board shall
determine. Options granted at different times need not contain similar
provisions.
SECTION 6. OPTION PRICE
The purchase price for Stock under each Option shall be an amount
determined by the Board but shall in no event be less than one hundred
percent (100%) of the fair market value of the Stock at the time the Option
is granted and in no event less than the par value of the Stock.
NOTWITHSTANDING THE FOREGOING, THE PURCHASE PRICE FOR STOCK UNDER EACH OPTION
GRANTED TO A PARTICIPANT WHO OWNS, DIRECTLY OR INDIRECTLY, AT THE TIME OF THE
GRANTING OF AN OPTION [ISO] MORE THAN TEN PERCENT (10%) OF THE TOTAL COMBINED
VOTING POWER OF ALL CLASSES OF STOCK OF THE COMPANY SHALL BE AN AMOUNT
DETERMINED BY THE BOARD BUT SHALL IN NO EVENT BE LESS THAN ONE HUNDRED TEN
PERCENT (110%) OF THE FAIR MARKET VALUE OF THE STOCK AT THE TIME THE OPTION
IS GRANTED AND IN NO EVENT LESS THAN THE PAR VALUE OF THE STOCK.
SECTION 7. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by the
Board and shall be evidenced by a Grant of Stock Option substantially in the
form attached hereto as EXHIBIT "A". In addition, the Board may, in its
discretion, include in any Option granted under the Plan a vesting schedule
and/or a condition that the Participant shall agree to remain in the employ
of, and to render services to, the Company for a period of time and enter
into a suitable employment agreement in a form satisfactory to the Company.
No such agreement shall impose upon the Company, however, any obligation to
employ the Participant for any period of time. THE AGGREGATE FAIR MARKET
VALUE (DETERMINE AS OF THE DATE THE OPTION IS GRANTED) OF THE STOCK THAT ANY
PARTICIPANT MAY PURCHASE UNDER AN OPTION [ISO] IN ANY CALENDAR YEAR PURSUANT
TO AN EXERCISE OF AN OPTION [ISO) MAY NOT EXCEED $100,000.
SECTION 8. RIGHTS IN EVENT OF DEATH
If a Participant dies without having fully exercised his Options, the
personal representatives, trustees, or legatees or heirs, of his estate shall
have the right to exercise the Options at any time within the one year
anniversary date of the Participant's death, but only to the extent that the
Options
2
<PAGE>
would otherwise have been exercisable by the Participant; provided, however,
that in no event shall the Options be exercisable more than ten years from
the date they were granted.
SECTION 9. NO OBLIGATIONS TO EXERCISE OPTION OR STOCK APPRECIATION RIGHTS
The granting of an Option shall impose no obligation upon the Participant
to exercise such Option.
SECTION 10. STOCK
10.1 PARTICIPANT'S INTEREST IN OPTION STOCK. Participant shall have
no interest in stock covered by his Option until such Option has been exercised.
10.2 ISSUANCE OF STOCK. Stock to be delivered to a Participant under
the Plan shall be issued in the name of the Participant.
SECTION 11. MISCELLANEOUS
11.1 EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
The aggregate number of shares of Stock available for Options under the
Plan, the shares subject to any Option, the price per share, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from
(1) a subdivision or consolidation of shares or any other capital adjustment,
(2) the payment of a stock dividend, or (3) other increase or decrease in
such shares effected without receipt of consideration by the Company. If the
Company shall be the surviving corporation in any merger or consolidation,
any Option shall pertain, apply, and relate to the securities to which a
holder of the number of shares of Stock subject to the Option would have been
entitled after the merger or consolidation. Upon dissolution or liquidation of
the Company, or upon a merger or consolidation in which the Company is not
the surviving corporation, all Options outstanding under the Plan shall
terminate; provided, however, that each Participant (and each other person
entitled under Section 8 to exercise an Option) shall have the right,
immediately prior to such dissolution or liquidation, or such merger or
consolidation, to exercise such Participant's Options in whole or in part,
but only to the extent that such Options are otherwise exercisable under the
terms of the Plan.
11.2 AMENDMENT AND TERMINATION
The Board, by resolution, may terminate, amend, or revise the Plan with
respect to any shares of Stock as to which Options have not been granted.
The Board shall not, without the consent of the holder of an Option, alter or
impair any Option previously granted under the Plan, except as authorized
herein. Unless sooner terminated, the Plan shall remain in effect until
January 1, 2007. Termination of the Plan shall not affect any Option
previously granted.
3
<PAGE>
11.3 AGREEMENT AND REPRESENTATION OF EMPLOYEES
Each Participant will be required to:
(a) Acknowledge that neither the Option nor the shares of
Stock to be delivered upon exercise of the Option (collectively, the
"Securities") have been registered under the Securities Act of 1933, as
amended, or applicable state securities laws.
(b) Represent that the Options are being, and the Securities
will be, acquired and/or purchased for investment and not with a view to
their distribution or resale. Each of the Participants shall execute and
deliver to the Company (in the form attached hereto as EXHIBIT "B") and on
the date of each closing (in the form attached hereto as EXHIBIT "C") an
investment letter. Each stock certificate evidencing any of the Common Stock
shall, if and when delivered to a Participant, bear on its face a restrictive
legend substantially in the following form:
"These securities have not been registered under the Securities
Act of 1933, as amended. They may not be sold or otherwise
disposed of in the absence of an effective registration statement
under that Act or an opinion of counsel satisfactory to the
Company that such registration is not required."
11.4 RESERVATION OF SHARES OF STOCK
The Company, during the term of this Plan, will at all times
reserve and keep available, and will seek or obtain from any regulatory body
having jurisdiction any requisite authority necessary to issue and to sell,
the number of shares of Stock that shall be sufficient to satisfy the
requirements of this Plan. The inability of the Company to obtain from any
regulatory body having jurisdiction the authority deemed necessary by counsel
for the Company for the lawful issuance and sale of its Stock hereunder shall
relieve the Company of any liability in respect of the failure to issue or
sell Stock as to which the requisite authority has not been obtained.
11.5 EFFECTIVE DATE OF PLAN
The Plan shall be effective as of April __, 1997.
11.6 INCORPORATION OF GRANT OF STOCK OPTION BY REFERENCE
Grant of any Option created under this Plan, shall be made by a separate
Grant of Option attached hereto as EXHIBIT "A". The terms of that grant are
hereby incorporated by reference, and the terms of the grant shall in all
respects be interpreted in accordance and as part of the Plan. The Board
shall interpret and construe the plan and accompanying grant, and its
interpretations and
4
<PAGE>
determinations shall be conclusive and binding upon the parties hereto and
any other parties claiming any interest hereunder, with respect to any issue
arising hereunder or under the terms of the grant.
11.7 GOVERNING LAW
The validity, construction and interpretation of this instrument shall be
exclusively governed by and determined in accordance with the laws of the
State of Florida.
THE ORLANDO PREDATORS
ENTERTAINMENT, INC., a Florida corporation
By:
----------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
5
<PAGE>
EXHIBIT 4.1
EXHIBIT "A"
The Orlando Predators Entertainment, Inc. Stock Option Plan
Grant of Incentive Stock Option
Date of Grant:
------------------
THIS GRANT, dated as of the date of grant first stated above (the "Date
of Grant"), is delivered by The Orlando Predators Entertainment, Inc., a
Florida corporation ("Company") to _____________________(the "Grantee"), who
is an employee, officer or director of Company or a consultant of the Company.
WHEREAS, the Board of Directors of Company (the "Board") effective April
__, 1997, adopted The Orlando Predators Entertainment, Inc. Stock Option Plan
(the "Plan");
WHEREAS, the Plan provides for the granting of stock options by the Board
to directors, officers and key employees of Company or consultants of the
Company to purchase, or to exercise certain rights with respect to, shares of
no par value, voting common stock of the Company (the "Stock"), in accordance
with the terms and provisions thereof; and
WHEREAS, the Board considers the Grantee to be a person who is eligible
for a grant of stock options under the Plan, and has determined that it would be
in the best interest of Company to grant the stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
SECTION 1. GRANT OF OPTION; VESTING
Subject to the terms and conditions hereinafter set forth, Company, with
the approval and at the direction of the Board, hereby grants to the Grantee, as
of the Date of Grant, an option to purchase up to __________ shares of Stock at
a price of $_________ per share, the fair market value of such shares at the
time of the grant. Such option is hereinafter referred to as the "Option" and
the shares of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares." The Option to purchase the Option
Shares shall vest as follows:_________________________________________________.
The vesting shall occur only if the Grantee on the date of the vesting has
continuously served as an employee, officer or director of the Company since the
Date of Grant.
6
<PAGE>
SECTION 2. EXERCISE OF OPTION
Subject to such further limitations as are provided herein, that portion
of the Option which has vested in accordance with Section 1 shall become
exercisable any time after such vesting date, subject to the limitations set
forth in Section 3 below.
SECTION 3. TERMINATION OF OPTION
3.1 The Option and all rights hereunder with respect thereto, to
the extent such rights shall not have been exercised, shall terminate and
become null and void after the expiration of three(3) years from the Date
of Grant(the "Option Term").
3.2 In the event of the death or disability of the Grantee, the
Option may be exercised by the Grantee or the Grantee's legal representative(s)
at any time within the one year anniversary date of the Grantee's death, but
only to the extent that the Option would otherwise have been exercisable by the
Grantee.
3.3 In the event of that Grantee is no longer a key management
employee, officer or director of the Company, the Option, to the extent
vested, may be exercised by the Grantee or its legal representative(s): (a)
at any time within 90 days after the Grantee is no longer a key management
employee, officer or director if the Option Shares are subject to an S-8
Registration Statement filed with the Securities Exchange Commission; or (b)
at any within one year after the Grantee is no longer a key management
employee, officer or director if the Option Shares are not subject to an S-8
Registration Statement filed with the Securities Exchange Commission.
3.4 Notwithstanding any other provisions set forth herein or in the
Plan, if the Grantee shall (i) commit any act of malfeasance or wrongdoing
affecting Company, (ii) breach any covenant not to compete, or employment
contract, with the Company or any subsidiary of Company, or (iii) engage in
conduct that would warrant the Grantee's discharge for cause (excluding
general dissatisfaction with the performance of the Grantee's duties, but
including any act of disloyalty or any conduct clearly tending to bring
discredit upon or any subsidiary of Company), any unexercised portion of the
Option shall immediately terminate and be void.
SECTION 4. EXERCISE OF OPTIONS
4.1 The Grantee may exercise the Option with respect to all or any
part of the number of Option Shares then exercisable and vested hereunder by
giving the Secretary of Company written notice of intent to exercise. The
notice of exercise shall specify the number of Option Shares as to which the
Option is to be exercised and the date of exercise thereof, which date shall
be at least five days after the giving of such notice unless an earlier time
shall have been mutually agreed upon.
4.2 Full payment (in U.S. dollars) by the Grantee of the option price
for the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in
7
<PAGE>
cash, or, with the prior written consent of the Board, in whole or in part
through the surrender of previously acquired shares of Stock at their fair
market value on the exercise date.
On the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, Company shall cause to be delivered to the
Grantee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as Company
may elect) upon full payment for such Option Shares. The obligations of
Company to deliver Stock shall, however, be subject to the condition that if
at any time the Board shall determine in its discretion that the listing,
registration or qualification of the Option or the Option Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase
of Stock thereunder, the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.
4.3 If the Grantee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the Grantee's
right to purchase such Option Shares may be terminated by Company. The date
specified in the Grantee's notice as the date of exercise shall be deemed the
date of exercise of the Option, provided that payment in full for the Option
Shares to be purchased upon such exercise shall have been received by such date.
SECTION 5. ADJUSTMENT OF AND CHANGES IN STOCK OF COMPANY
In the event of a reorganization, recapitalization, change of shares,
stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of Company, the
Board shall make such adjustment as it deems appropriate in the number and
kind of shares of Stock subject to the Option or in the option price;
provided, however, that no such adjustment shall give the Grantee any
additional benefits under the Option.
SECTION 6. FAIR MARKET VALUE
As used herein, the fair market value of a share of Stock shall
be the value determined by the resolution of the Board of Directors of the
Company.
SECTION 7. NO RIGHTS OF STOCKHOLDERS
Neither the Grantee nor any personal representative shall be, or shall have
any of the rights and privileges of, a stockholder of Company with respect to
any shares of Stock purchasable or issuable upon the exercise of the Option,
in whole or in part, prior to the date of exercise of the Option.
8
<PAGE>
SECTION 8. NON-TRANSFERABILITY OF OPTION
During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any personal representative, guardian,
conservator or legal representative of the Grantee, and the Option shall not
be transferable except, in case of the death of the Grantee, by will or the
laws of descent and distribution, nor shall the Option be subject to
attachment, execution or other similar process. In no event of (a) any
attempt by the Grantee to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option, except as provided for herein, or (b) the levy of any
attachment, execution or similar process upon the rights or interest hereby
conferred, Company may terminate the Option by notice to the Grantee and it
shall thereupon become null and void.
SECTION 9. EMPLOYMENT NOT AFFECTED
Neither the granting of the Option nor its exercise shall be construed as
granting to the Grantee, if he is an employee of the Company, any right with
respect to continuance of employment of the Company. Except as may otherwise
be limited by a written agreement between the Company and the Grantee, the
right of the Company to terminate at will the Grantee's employment with it at
any time (whether by dismissal, discharge, retirement or otherwise) is
specifically reserved by Company, as the Company or on behalf of the Company
(whichever the case may be), and acknowledged by the Grantee.
SECTION 10. AMENDMENT OF OPTION
The Option may be amended by the Board at any time (i) if the Board
determines, in its sole discretion, that amendment is necessary or advisable
in the light of any addition to or change in the Internal Revenue Code of
1986 or in the regulations issued thereunder, or any federal or state
securities law or other law or regulation, which change occurs after the Date
of Grant and by its terms applies to the Option; or (ii) other than in the
circumstances described in clause (i), with the consent of the Grantee.
SECTION 11. NOTICE
Any notice to Company provided for in this instrument shall be addressed
to it in care of its Secretary of The Orlando Predators Entertainment, Inc.,
at 20 North Orange Avenue, Suite 101, Orlando, Florida 32801 and any notice
to the Grantee shall be addressed to the Grantee at the current address shown
on the payroll records of the Company. Any notice shall be deemed to be duly
given if and when properly addressed and posted by registered or certified
mail, postage prepaid.
SECTION 12. INCORPORATION OF PLAN BY REFERENCE
The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with the Plan. The Board shall
interpret and construe the Plan and this instrument, and its interpretations
and
9
<PAGE>
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue
arising hereunder or thereunder.
SECTION 13. GOVERNING LAW
The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance
with the law of the State of Florida.
IN WITNESS WHEREOF, Company has caused its duly authorized officers to
execute and attest this Grant of Incentive Stock Option, and to apply the
corporate seal hereto, and the Grantee has placed his or her signature
hereon, effective as of the Date of Grant.
THE ORLANDO PREDATORS
ENTERTAINMENT, INC., a Florida corporation
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
ACCEPTED AND AGREED TO:
------------------------------------------
Grantee
<PAGE>
EXHIBIT 4.2
EXHIBIT "B"
INVESTMENT LETTER
TO: THE ORLANDO PREDATORS ENTERTAINMENT, INC.
In connection with the undersigned's acquisition of an Option to purchase
Stock in the Company, as those terms are defined in the The Orlando Predators
Entertainment, Inc. Stock Option Plan dated April___, 1997, the undersigned
acknowledges, represents, warrants, covenants and agrees as follows:
1. The undersigned represents that:
(a) He is acquiring the Option, and will acquire the shares of
Stock for his own account, for investment and not with a view to, or for
resale in connection with, the distribution thereof and that he has no
present intention of distributing the Securities (as that term is defined in
The Orlando Predators Entertainment, Inc. Stock Option Plan);
(b) He personally possesses such knowledge and experience in financial
and business matters pertaining to the type of business conducted by the
Company and otherwise, that he is capable of evaluating the merits and risks
of an investment in the Securities;
(c) He is fully familiar with the Company and its business, operations,
condition (financial and other), assets, liabilities and prospects and has
had access to any and all material information he deems necessary or
appropriate to enable him to make an investment decision in connection with
the acquisition of the Securities; and
(d) His financial situation is such that he can afford to bear the
economic risk of holding the Securities for an indefinite period of time and
can afford to suffer a complete loss of his investment in the Securities.
2. The undersigned understands and acknowledges that:
(a) Neither the Option nor the shares of Stock have been registered
pursuant to the Securities Act of 1933, as amended (the "Act"), or any state
securities laws, that he may not transfer, resell or otherwise dispose of
the Securities except pursuant to a registration statement in compliance with
the Act and any applicable state securities laws, unless exemptions from the
registration requirements of the Act and any applicable state securities laws
are available that he must, therefore, bear the economic risks of an
investment in the Securities for an indefinite period of time;
11
<PAGE>
(b) The Company is under no obligation to register the the
Securities pursuant to the Act or any state securities laws or to comply
with or make available any exemption from the registration requirements
thereof;
(c) Any certificates representing the Securities will contain a legend
to the effect that the Securities cannot be transferred, resold or
otherwise disposed of except in compliance with the Act and any applicable
state securities laws; and
(d) A "stop-transfer" order will be issued with respect to the
Securities to effectuate the foregoing restrictions on transfer of the
Securities and the Company and its transfer agents shall have no obligation
to effect any purported transfer of the Securities except upon demonstration
of compliance with the foregoing restrictions.
(e) He has had the opportunity to ask questions of the Company and its
representatives and receive answers from the Company and its representatives
concerning the Company and his investment in the Securities and to obtain
additional information possessed by the Company, or obtainable without
unreasonable effort or expense, that is necessary to verify the accuracy of
the information furnished to him.
3. The undersigned covenants and agrees that he will not sell, pledge,
transfer or otherwise dispose of the Option or the Securities or any interest
therein, or make any offer to attempt to do any of the foregoing, except
pursuant to a registration statement in compliance with the Act and all
applicable state securities laws or in a transaction which, in the opinion of
counsel for the Company, is exempt from the registration requirements thereof.
4. Words used herein, regardless of number and gender specifically used, shall
be deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine or neuter, as the context requires.
The undersigned understands and acknowledges that the Company will rely
upon the acknowledgments, representations, warranties, covenants and
agreements convenants herein (and any supplemental information provided to
the Company) for the purpose of determining whether this transaction meets
the requirements for an exemption from the registration requirements of the
Act and applicable state securities laws. The undersigned hereby agrees to
indemnify and hold harmless the Company and its directors and officers from
and against any cost, expense, claim, liability or damage arising out of or
resulting from any breach of such covenant and agreement including, without
limitation, any liability of the Company to any third person purchasing the
Option or any capital stock of the Company. Further the undersigned
covenants and agrees that if there should be any material change with respect
to any of the representations and warranties contained herein, after the
execution of this Investment Letter and prior to the exercise of the Option
or the transfer of Securities to him the undersigned will immediately furnish
the revised or corrected information to the Company.
12
<PAGE>
EXECUTED this ________day of _______ , 199__.
---------------------------
13
<PAGE>
EXHIBIT "C"
INVESTMENT LETTER
TO: THE ORLANDO PREDATORS ENTERTAINMENT, INC.
In connection with the undersigned's acquisition of shares of Stock in
the Company pursuant to an exercise of the Option (as those terms are defined
in The Orlando Predators Entertainment, Inc. Stock Option Plan dated
April _, 1997) the undersigned acknowledges, represents, warrants, covenants
and agrees as follows:
1. The undersigned represents that:
(a) He is purchasing the Stock for his own account, for investment and
not with a view to, or for resale in connection with, the distribution
thereof and that he has no present intention of distributing any of the Stock;
(b) He personally possesses such knowledge and experience in financial
and business matters pertaining to the type of business conducted by the
Company and otherwise, that he is capable of evaluating the merits and risks
of an investment in the Stock;
(c) He is fully familiar with the Company and its business, operations,
condition (financial and other), assets, liabilities and prospects and has
had access to any and all material information he deems necessary or
appropriate to enable him to make an investment decision in connection with
the purchase of the Stock; and
(d) His financial situation is such that he can afford to bear the
economic risk of holding the Stock for an indefinite period of time and can
afford to suffer a complete loss of his investment in the Stock.
2. The undersigned understands and acknowledges that:
(a) The Stock has not been registered pursuant to the Securities Act
of 1933, as amended (the "Act"), or any state securities laws, that he may
not transfer, resell or otherwise dispose of the Stock except pursuant to a
registration statement in compliance with the Act and any applicable state
securities laws, unless exemptions from the registration requirements of the
Act and any applicable state securities laws are available that he must,
therefore, bear the economic risks of an investment in the Stock for an
indefinite period of time;
(b) The Company is under no obligation to register the Stock pursuant to
the Act or any state securities laws or to comply with or make available any
exemption from the registration requirements thereof;
<PAGE>
(c) The certificates representing the Stock will contain a legend to the
effect that the Stock cannot be transferred, resold or otherwise disposed of
except in compliance with the Act and any applicable state securities laws;
and
(d) A "stop-transfer" order will be issued with respect to the Stock to
effectuate the foregoing restrictions on transfer of the Stock and the
Company, or its transfer agent, shall have no obligation to effect any
purported transfer of the Stock except upon demonstration of compliance with
the foregoing restrictions.
(e) He has had the opportunity to ask questions of the Company and its
representatives and receive answers from the Company and its representatives
concerning the Company and his investment in the Stock and to obtain
additional information possessed by the Company, or obtainable without
unreasonable effort or expense, that is necessary to verify the accuracy of
the information furnished to him.
3. The undersigned covenants and agrees that he will not sell, pledge,
transfer or otherwise dispose of the Stock or any interest therein, or make
any offer to attempt to do any of the foregoing, except pursuant to a
registration statement in compliance with the Act and all applicable state
securities laws or in a transaction which, in the opinion of counsel for the
Company, is exempt from the registration requirements thereof.
4. Words used herein, regardless of number and gender specifically used,
shall be deemed and construed to include any other number, singular or
plural, and any other gender, masculine, feminine or neuter, as the context
requires.
The undersigned understands and acknowledges that the Company will rely
upon the acknowledgments, representations, warranties, covenants and
agreements contained herein (and any supplemental information provided to the
Company) for the purpose of determining whether this transaction meets the
requirements for an exemption from the registration requirements of the Act
and applicable state securities laws. The undersigned hereby agrees to
indemnify and hold harmless the Company and its directors and officers from
and against any cost, expense, claim, liability or damage arising out of or
resulting from any breach of such covenant and agreement including, without
limitation, any liability of the Company to any third person purchasing any
capital stock of the Company. Further the undersigned covenants and agrees
that if there should be any material change with respect to any of the
representations and warranties contained herein, after the execution of this
Investment
2
<PAGE>
Letter and prior to the transfer of Stock to him the undersigned will
immediately furnish the revised or corrected information to the Company.
EXECUTED this______ day of________19__.
-----------------
3
<PAGE>
[LETTERHEAD]
September 1, 1998
Exhibit 5
The Orlando Predators Entertainment, Inc.
20 North Orange Avenue, Suite 101
Orlando, FL 32801
Gentlemen:
We have assisted in the preparation and filing by The Orlando Predators
Entertainment, Inc. (the "Company") of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission relating
to 500,000 shares of no par value Class A Common Stock (the "Option Shares") of
the Company issuable upon exercise of options granted under the Company's 1997
Employee Stock Option Plan, as amended (the "Option").
We have examined such records and documents and have made such examination
of laws as we considered necessary to form a basis for the opinions set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based upon and subject to the foregoing, we are of the opinion that the
Option Shares have been duly authorized and reserved for issuance and such
Option Shares, when issued in accordance with the terms of the Option against
payment therefor, will be duly and validly issued, fully paid and nonassessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act of 1933, as amended, and applicable state
laws relating to the offer and sales of securities.
We consent to the filing of a copy of this opinion in the Registration
Statement and the use of our opinion in connection therewith.
Very truly yours,
Gary A. Agron
<PAGE>
AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS
3033 EAST 1ST AVENUE, SUITE 201
DENVER, COLORADO 80206
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:
------------ ------------------------
January 21, 1998 The Orlando Predators Entertainment, Inc.
May 30, 1997 Orlando Predators, a Division of Orlando Predators, Ltd.
and to the reference made to our firm under the caption "Experts" included in
or made part of this Form S-8.
AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS
Denver, Colorado
September 1, 1998
