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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1999
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________
MGPX VENTURES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 95-4067606
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
17337 VENTURA BOULEVARD, SUITE 224
ENCINO, CALIFORNIA 91316
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
STOCK OPTION AGREEMENT
DATED AS OF JUNE 8, 1999
BETWEEN MGPX VENTURES, INC.
AND BUDDY YOUNG
(FULL TITLE OF THE PLAN)
PETER SCHLESINGER
17337 VENTURA BOULEVARD, SUITE 224
ENCINO, CALIFORNIA 91316
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(818) 981-7074
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
_________
COPIES OF COMMUNICATIONS TO:
J. BRAD WIGGINS, ESQ.
SHAUNA ROTHKOPF, ESQ.
MILLER & HOLGUIN
1801 CENTURY PARK EAST, SEVENTH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 556-1990
_________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per unit offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock(1)(2) 100,000 shares $ 1.00 $100,000 $ 27.80
</TABLE>
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(1) These shares underlie options granted under the stock option agreement
dated as of June 8, 1999, between MGPX Ventures, Inc. and Buddy Young, for
services rendered as President and Chief Executive Officer. Pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"), the offering price and the amount of the fee for these shares were
computed based on the exercise price of the options.
(2) Also registered hereunder are an indeterminate number of additional options
and shares of Common Stock which may become issuable by virtue of the
anti-dilution adjustment provisions of the stock option agreement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act of 1933,
as amended (the "Securities Act"), but will be delivered as required by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The registrant's registration statement on Form 10-SB filed
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on October 16, 1998, and amended on January
27, 1999 (which includes the description of the registrant's
class of Common Stock which is registered under Section 12 of
the Exchange Act, which description is set forth in Item 8 of
the registration statement).
(b) The registrant's quarterly report on Form 10-QSB for the
quarter ended December 31, 1998, as filed on February 12, 1999
and amended on February 23, 1999.
(c) The registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 1999, as filed on May 12, 1999.
In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the securities
offered hereby will be passed upon for the registrant by Miller & Holguin,
attorneys at law, Los Angeles, California.
The financial statements incorporated in this Registration Statement by
reference to the registrant's registration statement on Form 10-SB filed under
the Exchange Act on October 16, 1998, and as amended on January 27, 1999, have
been so incorporated in reliance on the report of Singer Lewak Greenbaum &
Goldstein LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Revised Statutes ("NRS") provides that a
corporation may indemnify any director or officer against expenses (including
attorneys' fees), judgments, fines and settlements arising in connection with a
legal proceeding to which such a person is a party, if the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Unless
the person is successful upon the merits in such an action, indemnification may
be awarded only after a determination is made by independent decision of the
Board of Directors, by legal counsel, or by a vote of the stockholders that the
applicable standard of conduct was met by the person to be indemnified.
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The circumstances under which indemnification is granted in connection
with an action brought on behalf of the registrant are generally the same as
those set forth above; however, with respect to such actions, indemnification is
granted only with respect to expenses actually incurred in connection with the
defense or settlement of the action. In such actions, the person to be
indemnified must have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and must not
have been adjudged liable for negligence or misconduct.
Section 78.751 also provides that indemnification pursuant to its
provisions shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under the articles of incorporation or
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, except that indemnification (unless ordered by a court) may not be
made to any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
Article V of the registrant's by-laws provides that the registrant
shall indemnify any director or officer against expenses (including attorneys'
fees), judgments, penalties, fines and settlements arising in connection with a
legal proceeding to which such a person is a party to the fullest extent
permitted by the laws of Nevada as they may exist from time to time.
In addition, Article Eleven of the registrant's articles of
incorporation provides that no director or officer of the registrant shall be
liable to the registrant or its shareholders for damages for breach of fiduciary
duty as a director or officer, except for (a) acts of omission which involve
intentional misconduct, fraud or a knowing violation of law; or (b) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes
(regarding unlawful distributions to shareholders).
Under NRS Section 78.752 and Article V of the registrant's by-laws, the
registrant may purchase and maintain insurance for directors and officers. The
registrant purchased a three-year policy effective February 1, 1998, which
insures the registrant's directors and officers against certain liabilities,
including liabilities under the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed or incorporated by reference as part
of this Registration Statement:
4.1 Facsimile of common stock certificate(1)
4.2 Articles of Incorporation, as amended to date(1)
4.3 Bylaws(1)
4.4 Facsimile of Series B Preferred Stock certificate(1)
4.5 Certificate of Determination of Series B Preferred Stock(1)
5.1 Opinion of Miller & Holguin
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
23.2 Consent of Miller & Holguin (included in Exhibit 5.1)
__________________
(1) Previously filed as an exhibit to the registrant's Registration
Statement on Form 10-SB filed on October 16, 1998, and incorporated
herein by reference
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
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(a)(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement.
(iii) To include any additional or changed material
information on the plan of distribution.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the registrant under
the Exchange Act.
(2) For determining liability under the Securities Act, to treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(e) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Encino, State of California, on the 23rd day of July,
1999.
MGPX VENTURES, INC.
By: /s/ Buddy Young
---------------------------
Buddy Young
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter Schlesinger Chairman of the Board, Chief July 23, 1999
-------------------------------- Financial Officer and Director
Peter Schlesinger (Principal Financial and
Accounting Officer)
/s/ Buddy Young President, Chief Executive July 23, 1999
--------------------------------- Officer, Secretary and Director
Buddy Young (Principal Executive Officer)
/s/ Isaac Moss Director July 23, 1999
---------------------------------
Isaac Moss
/s/ Emanuel Batler Director July 23, 1999
---------------------------------
Emanuel Batler
</TABLE>
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Exhibit 5.1
July 23, 1999
MGPX Ventures, Inc.
17337 Ventura Boulevard, Suite 224
Encino, California 91316
Re: MGPX Ventures, Inc. (the "Company") - Registration on Form S-8
Ladies and Gentlemen:
Our opinion has been requested in connection with the registration of
100,000 shares of common stock of the Company (the "Shares") which underlie
options granted to Buddy Young pursuant to that certain stock option agreement
dated as of June 8, 1999 between the Company and Buddy Young (the "Option
Agreement"). The Shares are being registered in the registration statement on
Form S-8 to which this opinion is appended as an exhibit (the "Registration
Statement").
We have examined such corporate records and other documents and made
such examination of law as we have deemed relevant. Based on and subject to the
above, it is our opinion that the Shares, when issued pursuant to terms of the
Option Agreement, will be duly authorized, legally issued, fully paid and
non-assessable.
We are members of the Bar of the State of California and we do not
express any opinion herein concerning any law other than the law of the State of
California, the General Corporation Law of the State of Delaware and the federal
law of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Interests
of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Miller & Holguin
MILLER & HOLGUIN
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 4, 1998, accompanying the
financial statements of MGPX Ventures, Inc. included in the Registration
Statement on Form 10-SB filed on October 16, 1998 and Form 10-SB/A filed on
January 27, 1999. We also consent to the reference to our Firm under the
caption "Experts" in the aforementioned Form S-8 Registration Statement.
/s/ Singer Lewak Greenbaum & Goldstein LLP
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
July 30, 1999
