As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-______
- -----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------------
OUTLOOK SPORTS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 65-0648808
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1 World Trade Center, Suite 7967
New York, New York 10048
(Address of principal executive offices) (Zip Code)
212-775-7020
---------------------------------------------
CONSULTING AGREEMENT
WITH G.A.R., INC. DATED FEBRUARY 1, 2000
---------------------------------------------
Steven Angel
Vice President
1 World Trade Center, Suite 7967
New York, New York 10048
(Name and address of agent for service)
(212) 775-7020
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
---------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
Common Stock 162,500 $11.25 $1,807,812.50 $478.00
$0.0001 par value shares
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Consulting Agreement
between Outlook Sports Technology, Inc. and G.A.R., Inc., dated
February 1, 2000 ("Consulting Agreement"), by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of Common Stock of
Outlook Sports Technology, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(c) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of Outlook
Sports Technology, Inc. (TGRA) on March 20, 2000 as reported on the OTC
Electronic Bulletin Board.
Exhibit Index on Page 5
<PAGE>
The contents of the Registrant's earlier registration statements, No.
333-89941, filed with the Securities and Exchange Commission on November, 12,
1999 and No. 333-58631, filed with the Securities and Exchange Commission on
March 18, 1999, are incorporated by reference herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Item 1 will be sent
or given to individual consultants under the G.A.R., Inc. Consulting Agreement.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in item 2 will be sent
of given to the individual consultants performing consulting services pursuant
to the Consulting Agreement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall 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:
o Reference is made to the Registrant's quarterly report on Form
10-QSB, as filed with the SEC on December 31, 1999, which is
hereby incorporated by reference.
o Reference is made to the Registrant's prospectus files
pursuant to Rule 424B3 of the Securites Act of 1933, as filed
with the SEC on November 18, 1999, which is hereby
incorporated by reference.
Item 4. Description of Securities.
Class A common stock, $0.0001 par value per share.
Item 5. Interests of Names Experts and Counsel.
Certain legal matters in connection with this registration statement will
be passed upon for Outlook Sports Technology, Inc. by Sichenzia, Ross & Friedman
LLP, New York, New York. Sichenzia, Ross & Friedman LLP owns 35,000 shares of
class A common stock of the registrant.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation includes certain provisions
permitted pursuant to the Delaware General Corporation Law ("Delaware Law")
whereby officers and directors of the Registrant are to be indemnified against
certain liabilities. The Certificate of Incorporation also limits to the fullest
extent permitted by Delaware Law a director's liability to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
including gross negligence, except liability for (i) breach of the director's
duty of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) the unlawful
payment of a dividend or unlawful stock purchase or redemption, and (iv) any
transaction from which the director derives an improper personal benefit.
Delaware Law does not permit a corporation to eliminate a director's duty of
care and this provision of the Registrant's Certificate of Incorporation has no
effect on the availability of equitable remedies, such as injunction or
rescission, based upon a director's beach of the duty of care.
<PAGE>
Article SEVENTH of the Registrant's Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), provides that no director of the
Registrant shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Article EIGHTH of the Certificate of Incorporation provides that a
director or officer of the Registrant shall be indemnified by the Registrant
against (a) all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection with any litigation or other
legal proceeding (other than an action by or in the right of the Registrant)
brought against him or her by virtue of his or her position as a director or
officer of the Registrant if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful and (b) all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him or her by virtue of his or her position as a director or officer of the
Registrant if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant,
except that no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the Registrant,
unless a court determines that, despite such adjudication but in view of all of
the circumstances, he or she is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including the dismissal of an action
without prejudice, he or she is required to be indemnified by the Registrant
against all expenses (including attorneys' fees) incurred in connection
therewith. Expenses shall be advanced to a director or officer at his or her
request, provided that he or she undertakes to repay the amount advanced if it
is ultimately determined that he or she is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within sixty days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
Article EIGHTH of the Certificate of Incorporation further provides
that the indemnification provided therein is not exclusive, and provides that in
the event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful; provided that, in the case of actions brought by or in the right
of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
The Registrant maintains a directors' and officers' insurance policy
that covers certain liabilities of directors and officers of the Registrant. The
Registrant maintains a general liability insurance policy that covers certain
liabilities of directors and officers of the Registrant arising out of claims
based on acts or omissions in their capacities as directors or officers.
<PAGE>
Item 7. Exemption From Registration Claimed.
The shares of class A common stock, $0.0001 par value per share, were
issued to G.A.R., Inc. pursuant to the Consulting Agreement as a result of an
isolated third party transaction under Section 4(2) of the Securities Act of
1933, as amended.
Item 8. Exhibits.
EXHIBIT NUMBER EXHIBIT
<TABLE>
<CAPTION>
<S> <C>
4.1 Consulting Agreement dated February 1, 2000 between G.A.R, Inc., and Outlook Sports Technology, Inc.
5.1 Opinion of Sichenzia Ross & Friedman, LLP
23.1 Consent of Wolinetz, Gottlieb & Lafazn P.C.
23.2 Consent of Sichenzia Ross & Friedman, LLP is contained in Exhibit 5.1.
24.1 Power of Attorney (included in the Signature Page).
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange SEC 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 City of New York, State of New York, on this 27th
day of March, 2000.
OUTLOOK SPORTS TECHNOLOGY, INC.
By: /s/ STEVEN ANGEL
- -----------------------------------
Steven Angel, Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Outlook Sports
Technology, Inc, a Delaware corporation, do hereby constitute and appoint Steven
Angel the lawful attorney in-fact and agent with full power and authority to do
any and all acts and things and to execute any and all instruments which said
attorney and agent, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorney and agent, shall do
or cause to be done by virtue thereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ADAM GOLDBERG President, Director, Chairman, March 27, 2000
Adam Goldberg
/s/ STEVEN ANGEL Secretary, Vice President March 27, 2000
Steven Angel
/s/ SHERRI SHAPIRO Director March 27, 2000
Sherri Shapiro
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
EXHIBIT 4.1 Consulting Agreement dated February 1, 2000 between G.A.R, Inc., and Outlook Sports Technology, Inc.
EXHIBIT 5.1 Opinion of Sichenzia Ross & Friedman, LLP.
EXHIBTI 23.1 Consent of Wolintz, Gottlieb & Lafazan P.C.
EXHIBIT 23.2 Consent of Sichenzia Ross & Friedman, LLP is contained in Exhibit 5.1
EXHIBIT 24.1 Power of Attorney (included in the Signature Page).
</TABLE>
EXHIBIT 4.1
CONSULTING AGREEMENT
AGREEMENT, effective of the 1st day of February 2000 (the "Agreement"), by
and between G.A.R., Inc. (the "Consultant"), with its principal office located
at 210 Boulder Ridge Road, Scarsdale, New York 10583 and Outlook Sports
Technology, Inc. (the "Company"), with its principal offices located at One
World Trade Center, Suite 7967, New York, New York 10048.
WITNESSETH:
WHEREAS, the Consultant is a corporation;
WHEREAS, the Consultant has been requested by the Company to provide
consulting services for the Company;
WHEREAS, Consultant and the Company desire to expand their relationship,
and the Company desires to enter into a formal consulting agreement with the
Consultant pursuant to which it will engage the Consultant for general
consulting services, including advice regarding mergers, acquisitions and
related matters.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:
1. Term. Consultant hereby agrees to act as consultant on behalf of the
Company for a one (1) year term commencing as of the date hereof (the "Term").
2. Services. The consulting services to be provided by Consultant during
the Term shall be to advise and consult the Company regarding general business
matters including, but not limited to the evaluation and analysis of management
needs, prospective mergers, asset, business or other acquisition, and other
business combinations hereinafter ("Business Combinations") that the Company may
ask the Consultant to undertake. Consultant agrees to devote such time toward
the performance of its duties hereunder as it deems reasonably necessary. It is
not intended that such services require full time and effort by Consultant or
any of its employees. The Company acknowledges that Consultant and/or its
affiliates will provide consulting advice (of all types contemplated by this
Agreement and otherwise) to others, as well as Outlook Sports Technology, Inc.
Nothing herein contained shall be construed to limit and restrict Consultant in
conducting such business with respect to others, or in rendering such advise to
others. It is contemplated that the services of Consultant shall be performed in
the City and State of New York and nothing shall require Consultant to attend
meetings more frequently than three days in any calendar month. In addition to
the Compensation hereinafter set forth, Consultant shall receive $500.00 per
diem allowance for any day that his services are so required. In the event
Consultants services are requested outside of the New York City Metropolitan
area Company shall in addition to the per diem allowance provide Consultant with
first class air transportation to and from the location outside the New York
Metropolitan are and first class one bedroom suite hotel accommodations. Company
shall advise Consultant at least 30 days in advance of the date, time and place
of any contemplated meeting and shall be subject to Consultants prior
commitments.
3. Compensation for Services. For and in consideration for the services
rendered and to be rendered by Consultant as provided herein and in addition to
any other compensation previously or subsequently agreed to be paid to
Consultant, Company shall pay to Consultant the following: 162,500 shares of
common stock of Outlook Sports Technology, Inc. The foregoing shall be referred
to as "Compensation". The above compensation shall be registered using a Form
S-8 or any other means required registering the above compensation. The Company
must file with all the appropriate regulatory authorities including but not
limited to the SEC within 30 days of the execution of this agreement.
4. Entire Agreement; Waivers; Exhibits. This Agreement supersedes any and
all agreements, arrangements and understandings between the parties hereto,
entered into or reached prior to the date hereof. No amendment, waiver or
discharge of any provisions hereof shall be effective unless in writing signed
by the parties hereto. All Exhibits attached hereto or incorporated herein by
reference, together with this Agreement, shall be and are one complete agreement
and constitute the entire agreement between the parties. This Agreement shall
inure to the successors and assigns of the parties hereto.
5. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given when delivered personally or
three days after being sent by registered or certified mail, postage prepaid,
return receipt requested, to the address set forth on the first page of this
Agreement or such other address as any party may notify the other pursuant
hereto.
6. Headings. The headings in the Agreement are for purposes of reference
only and shall not be considered in construing this Agreement.
7. Consent to Service of Process; Jurisdiction; Venue. Each of the parties
hereto hereby consents to the personal jurisdiction of the United States
District Court for the Southern District of New York in any action, suit or
proceeding arising under this Agreement and agrees to bring any such action,
suit or proceeding only in such courts.
8. Assignment. This Agreement may not be assigned by any party without the
express written consent of the other party.
9. Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of New York, without regard to the
conflict of laws principles thereof or the actual domiciles of the parties
hereto.
10. Confidential Information. During the Term of this Agreement and at all
times thereafter, Consultant agrees that it will keep confidential and will not
use or divulge to any person, firm or corporation, without Company's specific,
prior consent in writing (i) any confidential information concerning the
business affairs of Company, or any of its affiliates; (ii) any trade secrets of
Company, or any of its affiliates; or (iii) any other specialized information or
data relating to Company, the Company's Proprietary Rights, or any participants
therein, heretofore or hereafter learned, acquired or coming to Consultant's
knowledge during the Term. Notwithstanding the above, the Consultant shall have
no liability to Company with regard to information which (i) was generally known
and available in the public domain at the time it was disclosed or becomes
generally known and available in the public domain through no fault of
Consultant; (ii) was known to Consultant at the time of disclosure as shown by
the files of Consultant in existence at the time of disclosure; (iii) is
disclosed with the prior written approval of Company; (iv) was independently
developed by Consultant without any use of confidential information and by
employees or other agents of Consultant who have not been exposed to such
confidential information; (v) becomes known to Consultant from a source other
than Company without breach of this Agreement by Consultant and otherwise not in
violation of Company's rights; and (vi) is disclosed pursuant to the order of a
court, administrative agency or other governmental body; provided, that
Consultant shall provide prompt, advanced notice thereof to enable Company to
seek a protective order or otherwise prevent such disclosure, and provided that
Consultant's disclosure is limited to the expressly required by such court,
administrative agency or other governmental body.
11. Independent Contractor Relationship, The services rendered by
Consultant to the Company pursuant to this Agreement shall be as an independent
contractor, and this Agreement does not make Consultant the employee, agent or
legal representative of the Company for any purpose whatsoever, including,
without limitation, participation in any benefits or privileges given or
attended by the Company to its employees. No right or authority is granted to
Consultant to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of the Company. The Company shall not
withhold for Consultant any federal or state taxes from the amounts to be paid
to Consultant hereunder, and Consultant agrees that it will pay all taxes due on
such amounts.
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered in its name and on its behalf, all effective as of
the date first written above.
G.A.R., INC.
By: /s/ GARY A. ROGERS
GARY A. ROGERS, VICE- PRESIDENT
OUTLOOK SPORTS TECHNOLOGY, INC.
By: /S/ ADAM GOLDBERG
ADAM GOLDBERG, PRESIDENT
EXHIBIT 5.1
SICHENZIA, ROSS & FRIEDMAN LLP
Attorneys At Law
135 West 50th Street, 20th Floor
New York, New York 10020
---------------------
Telephone: (212) 664-1200
Facsimile: (212) 664-7329
E-Mail: [email protected]
March 27, 2000
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, CC 20549
Re: Outlook Sports Technology, Inc.
Form S-8 Registration Statement
SEC File No. 333-
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed by Outlook Sports Technology, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the Company
and public officials, and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that
the securities being registered to be sold pursuant to the Registration
Statement are duly authorized and will be, when sold in the manner described in
the Registration Statement, legally and validly issued, and fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Sichenzia, Ross & Friedman, LLP
Sichenzia, Ross & Friedman, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 6, 1999 on the financial
statements of Outlook Sports Technology, Inc., appearing in the Annual Report on
Form 10-KSB of Outlook Sports Technology, Inc. for the year ended January 31,
1999
Sincerely,
/s/ WOLINETZ GOTTLIEB & LAFAZAN P.C.
Wolinetz, Gottlieb & Lafazan P.C.
Rockville Center, New York
March 27, 2000
