AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
STORM HIGH PERFORMANCE SOUND CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 52-2048394
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8756 - 122nd Avenue NE
Kirkland, WA 98033
(Address of Principal Executive Offices, Including Zip Code)
Consulting Agreement
(Full Title of the Plan)
____________________
Patrick F. Charles
President
8756 - 122nd Avenue NE
Kirkland, WA 98033
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
Common Stock,
par value $0.0001 2,000,000 $ 0.125 (1) $ 250,000 $ 66.00
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing market price on
April 5, 2000.
</TABLE>
<PAGE>
EXPLANATORY NOTE
Storm High Performance Sound Corporation ("Storm") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the "1933 Act"), to register certain shares
of common stock, par value $0.0001 per share, issued to certain selling
shareholders. Under cover of this Form S-8 is a Reoffer Prospectus Storm
prepared in accordance with Part I of Form S-3 under the 1933 Act. The Reoffer
Prospectus may be utilized for reofferings and resales of up to 2,000,000 shares
of common stock acquired by the selling shareholders.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Storm will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). Storm does not need to file these documents with the
commission either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.
<PAGE>
REOFFER PROSPECTUS
STORM HIGH PERFORMANCE SOUND CORPORATION
8756 B 122ND AVENUE N.E.
KIRKLAND, WA 98033
(480) 949-9747
2,000,000 SHARES OF COMMON STOCK
The shares of common stock, $0.0001 par value per share, of Storm High
Performance Sound Corporation ("Storm"or the "Company") offered hereby (the
"Shares") will be sold from time to time by the individuals listed under the
Selling Shareholders section of this document (the "Selling Shareholders"). The
Selling Shareholders acquired the Shares pursuant to a Consulting Agreement for
consulting services that the Selling Shareholders provided to Storm.
The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions. Storm will
not receive proceeds from any of the sale the Shares. Storm is paying for the
expenses incurred in registering the Shares except with respect to the legal
fees incurred in connection therewith, which have been completed by counsel to
the Consultants.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Selling Shareholders
have no arrangement with any brokerage firm for the sale of the Shares. The
Selling Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
Storm's common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board under the symbol "SHPE.
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 7
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
April 6, 2000
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TABLE OF CONTENTS
Where You Can Find More Information 2
Incorporated Documents 2
The Company 3
Risk Factors 7
Use of Proceeds 8
Selling Shareholders 9
Plan of Distribution 9
Legal Matters 10
Experts 10
________________________
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Storm is required to file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act"). You may read and copy any reports, statements or other information
we file at the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows Storm to "incorporate by reference" information into this Reoffer
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
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Storm's Report on Form 8-K, dated April 3, 2000 is incorporated herein by
reference. The Form 10-SB of The Hi Liner Group, Inc. (the Company's
predecessor), filed with the Commission on January 19, 2000 is incorporated
herein by reference. In addition, all documents filed or subsequently filed by
the Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the termination of this offering, are incorporated by reference.
The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Executive Officer at Storm's executive offices, located at 8756 -
122nd Avenue N.E., Kirkland, WA 98033. Storm's telephone number is (425)
827-7817.
THE COMPANY
BUSINESS
Organization and General History
The Storm High Sound Performance Corporation, ("Storm") was organized and
incorporated under the laws of the State of Florida on June 12, 1997. Storm was
initially established to engage in the manufacture, marketing and distribution
of "high end" car stereo systems. However, due to certain technical and market
difficulties, the business of Storm did not develop as expected. As a result,
Storm ceased its operations in 1999 and began a search for new business
opportunities.
On January 28, 2000, Storm entered into a Stock Purchase Agreement,
("Agreement") with North Coast Productions, Inc., whereby, effective March 31,
2000, North Coast became the owner of 7,115,593 shares, of the 8,521,599 shares
of Storm common stock issued and outstanding at the time of the transaction.
Subsequent to the issuance of 3,500,000 shares pursuant to the Stock Exchange
Agreement and the Consulting Agreement (as previously discussed), North Coast
owns 54% of the total shares issued in Storm and as of the date of this filing
is Storm's parent company.
North Coast paid $300,000 for the Storm shares in the form of a cash infusion
into Storm. The proceeds were used to pay all of the then existing obligations
of Storm. All of the assets of Storm, prior to the effective date of the
Agreement were distributed to the former controlling shareholders of Storm as
consideration for 7,030,377 shares tendered to Storm by such shareholders, which
shares were retired and cancelled.
The Agreement calls for North Coast to be merged into Storm under provisions of
Florida Statutes, Annotated.
The consummation of the merger including the filing of the Articles of Merger
with the Secretary of State of the State of Florida is subject to approval of
shareholders. The shareholder action is pending at the present time; however
the holders of over 80% of the shares eligible to vote have firmly endorsed the
Agreement and intend to vote in favor of the merger.
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The future operations of Storm as contemplated by the Agreement will be that of
North Coast. The following summarizes the organizational history of North
Coast Productions, Inc.:
North Coast was formed as a privately owned company and incorporated in the
State of Washington on December 29, 1999. The North Coast business plan adopted
in December of 1999 is to produce and distribute films for the entertainment
industry.
Business Activity
In December 1999, North Coast adopted a business plan to actively pursue
production and distribution of film properties and the purchase of scripts that
management had become aware of. It is the overall business goal of North Coast
to become a full service film production and distribution company whose
productions may be completed and brought to market within a budget of $5 million
and under per project.
Distribution channels such as video, cable and foreign venues that are available
to the company should provide the company with receptive markets for its film
productions. North Coast's major upside potential will be realized when one of
its productions is accepted for wide spread USA theater distribution. North
Coast is targeting films that do not require USA theatrical showings to return a
profit to the company.
The company will be active in feature length movie productions, selected short
subject production as well as producing projects and series for Television.
PLAN OF OPERATIONS
The company's current plan is to concentrate its business development efforts on
opportunities available in the film production business, including made for TV
projects.
The company plans to hire a team of industry professionals. Contact has been
made with several industry experienced individuals who have expressed an
interest in joining North Coast. Day to day operations, the selection of
projects and the marketing of the company's productions and services will be by
industry professionals.
The company's plan is to become operational during the second quarter of 2000.
The development of two motion picture projects will receive the bulk of the
company's management time and financial resources, if and when the financial
resources become available.
North Coast is in the process of establishing itself as producer and distributor
of filmed entertainment products. Foreign or World Wide distribution of USA
produced entertainment projects is one of the fastest growing segments of the
industry. It is the intention of North Coast to exploit that market as the
foundation of the company's future.
The company's major marketing strategy is based on selling "within budget"
productions to the marketplace at competitive prices. This includes video and
cable distribution outlets in addition to the foreign markets. The growing
availability for viewers in countries outside the USA to receive USA cable
network productions from HBO, Show Time and others, has increased demand for the
type of programming that North Coast is planning to produce.
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North Coast will establish distribution outlets, through strategic alliances,
through out its market place. A strong company representative network, coupled
with well-chosen, competently produced projects will provide a basis for
success.
Under its marketing plan the company is also developing relationships with
writers and independent producers to assure that North Coast has a constant flow
of projects under review. Included in this stream of projects are feature
length films, made for TV films, mini series for TV and TV feature series.
While each has a different market place, they all, as in any business, want the
most for the least cost. The company has as one of its missions, the cost
efficient production of its projects. Cost efficiency will become a hallmark of
North Coast and will be the source of the company's internal growth.
The company plans to formulate an aggressive joint venture acquisition plan for
stimulating growth. As in most industries, the consolidation movement is
growing. North Coast management believes that growth by strategic acquisition
is necessary for the company to reach the company's full potential. Management
has significant M&A experience.
To date North Coast's current business activities have consisted primarily of
developing a business plan, assembling a management team, and pursuing film
production opportunities and financing. Options to purchase Magellan
Entertainment of Malibu, CA and Nickel Palace, Inc. of Hollywood, CA have been
signed. Definitive Agreements are under negotiation.
Magellan Entertainment owns the rights to Tuesday's Letters, a movie script that
is scheduled for production this summer. The budget for this project is $4.5
million. A division of Magellan, that will become the distribution arm of North
Coast is currently selling Tuesday's Letters into the foreign market place.
Magellan's management team brings 20 plus years of industry experience to North
Coast. Their experience includes acting, distribution and most importantly,
producing. They have first hand knowledge of industry cost controls which will
assist North Coast in reaching its goal of being cost efficient.
Nickel Palace owns the rights to Rennie's Landing, a movie script that is
scheduled for filming in June of this year. The budget for this project is
$980,000. The director and producers of this film are currently working on
bigger budget films for major studios. They are experienced, bright and have
the vision necessary to recognize what the viewing public, the 18 B 34 year old
wants to see. The addition of the Nickel executives to the North Coast
management team brings the X & Y generation vision to the company.
The company had no financial activity during the reporting period from
inception, December, 1999 through December 31, 1999.
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DESCRIPTION OF PROPERTY
North Coast does not own any real property. The company's executive offices are
located in Kirkland, WA in 1300 square feet of office space provided to it under
a month to month administrative support services agreement with Coast Northwest
Inc., a company controlled by Patrick F. Charles and Terrence K. Picken,
Officers and Directors of North Coast. Administrative support services provided
under a verbal Agreement include use of office space, office equipment, clerical
services, data processing, local and long distance telephone service and other
miscellaneous administrative services for which the company is charged $5,000
per month. The company believes the office space will be adequate for the
foreseeable future.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
This table describes the Company's current Directors and Executive Officers.
NAME AGE TITLE
- --------------------------------------------------------------------------------
Patrick F. Charles 58 President, Chief Executive Officer
Director
Terrence K. Picken 61 Executive Vice President,
Chief Operating Officer
Director
Patrick F. Charles is President and CEO and Chairman of the Board of Directors
of Storm effective March 31, 2000, the closing date of the Stock Purchase
Agreement between Storm and North Coast. Mr. Charles has been North Coast's
Chief Executive Officer and Chairman of the Board of Directors since the
company's inception. Mr. Charles is President and Chairman and CEO of Saratoga
International Holdings, Corp., a publicly traded company listed on the OTC
bulletin Board. Mr. Charles is also a founder, President and Chief Executive
Officer of Coast Northwest, Inc. a privately owned Washington Corporation, since
its inception in 1981. Coast Northwest provides financial and management
services to various clients. Mr. Charles has also served as national Director
of Legislative consulting services for the International accounting services
firm of PricewaterhouseCoopers. Mr. Charles is on the Board of Directors of
Absolute Future Tech.com, a publicly traded company providing high tech services
related to the Internet. Mr. Charles holds a Bachelor's Degree in Marketing
from Seattle University and an MBA from the University of Arizona.
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Terrence K. Picken is Executive Vice President and Director of Storm effective
March 31, 2000 the closing date of the Stock Purchase Agreement between Storm
and North Coast. Mr. Picken is Executive Vice President and Director of
Saratoga International Holdings Corp., ("SHCC") a publicly traded company listed
on the OTC Bulletin Board. Mr. Picken has served North Coast as its Executive
Vice President and Director since its inception. Mr. Picken has served as
Executive Vice President and Director of Coast Northwest, Inc. since 1992.
Coast Northwest is a privately owned company which provides business management
and consulting services to various clients. Mr. Picken was a general practice
partner with PricewaterhouseCoopers an international CPA firm. Mr. Picken has
over 20 years of international accounting experience and was licensed as CPA in
Washington and California as well as a Chartered Accountant in Canada. He
graduated with a Chartered Accountant Degree from the University of Manitoba,
Canada.
RISK FACTORS
RISK OF PROPOSED NEW BUSINESS, LACK OF ASSETS OR REVENUES. Storm was
originally incorporated to develop and market automotive audio equipment.
However, due to certain technical and market difficulties, Storm's business did
not develop as expected. As a result, we decided to cease operations in 1999
and begin a search for new business opportunities. As previously discussed,
North Coast recently acquired a majority of our common stock and it is the
intention of both Storm and North Coast to merge into one company. As a result,
Storm will adopt the proposed business plan of North Coast and seek to develop
low cost B low budget films. However, we have very little experience with the
production of such films and there is a risk that we will not be able to
implement our new strategy or if our films will be commercially successful.
Additionally, we currently have no assets and no revenue and do not expect to
generate any revenue until subsequent to our proposed merger with North Coast,
and our subsequent production of motion movies and made for TV films as
currently planned.
NEED FOR ADDITIONAL FINANCING. We have very limited funds, and such funds may
not be adequate to take advantage of any available business opportunities. Even
if our funds prove to be sufficient to acquire an interest in, or complete a
transaction with, a business opportunity, we may not have enough capital to
exploit the opportunity. Our ultimate success may depend upon our ability to
raise additional capital. We have not investigated the availability, source, or
terms that might govern the acquisition of additional capital and will not do so
until we determine a need for additional financing. If additional capital is
needed, there is no assurance that funds will be available from any source or,
if available, that they can be obtained on terms acceptable to us. If not
available, our operations will be limited to those that can be financed with our
modest capital.
YOUR INVESTMENT MAY NOT INCREASE IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE. We have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain when we will become profitable, if at all. Failure to achieve and
maintain profitability may adversely affect the market price of our common
stock.
OUR BUSINESS PLAN REQUIRES ADDITIONAL PERSONNEL AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL. Qualified
personnel are in great demand throughout our industry. Our success depends
in large part upon our ability to attract, train, motivate and retain highly
skilled sales and marketing personnel and other senior personnel. Our failure to
attract and retain the highly trained technical personnel that are integral
to our direct sales, product development, service and support teams may limit
the rate at which we can generate sales and develop new products and services or
product and service enhancements. This could hurt our business, operating
results and financial condition.
REGULATION OF PENNY STOCKS. Our securities are subject to a Securities and
Exchange Commission rule that imposes special sales practice requirements upon
broker-dealers who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets in
excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, when combined with a
spouse's income, exceeds $300,000). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of broker-dealers to sell
our securities and also may affect the ability of shareholders to sell their
securities.
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In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act
of 1934, as amended. Because our securities may constitute "penny stocks"
within the meaning of the rules, the rules would apply to us and to our
securities. The rules may further affect the ability of owners of our
securities to sell our securities.
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. We are
aware of the abuses that have occurred historically in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, management will
strive within the confines of practical limitations to prevent the described
patterns from being established with respect to our securities.
LIMITED PUBLIC MARKET EXISTS. There is a limited public market for our
common stock, and no assurance can be given that a market will continue or that
a shareholder ever will be able to liquidate his investment without considerable
delay, if at all. The market price for our stock may be highly volatile.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of our securities. Owing to the low
price of the securities, many brokerage firms may not be willing to effect
transactions in the securities. Even if a purchaser finds a broker willing to
effect a transaction in these securities, the combination of brokerage
commissions, state transfer taxes, if any, and any other selling costs may
exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. Management believes that
this Report on Form 8-K contains forward-looking statements, including
statements regarding, among other items, our future plans and growth strategies
and anticipated trends in the industry in which we operate. These
forward-looking statements are based largely on our control. Actual results
could differ materially from these forward-looking statements as a result of
factors we describe herein, including, among others, regulatory or economic
influences.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. Management believes that
this Prospectus on Form S-8 contains forward-looking statements, including
statements regarding, among other items, our future plans and growth strategies
and anticipated trends in the industry in which we operate. These
forward-looking statements are based largely on our control. Actual results
could differ materially from these forward-looking statements as a result of
factors we describe herein, including, among others, regulatory or economic
influences.
USE OF PROCEEDS
Storm will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders.
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SELLING SHAREHOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with Storm for consulting
services they provided to Storm. The Selling Shareholders may resell all, a
portion or none of such Shares from time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of March 31, 2000, the number of Shares
owned, the number of Shares registered by this Reoffer Prospectus and the number
and percent of outstanding Shares that will be owned after the sale of the
registered Shares assuming the sale of all of the registered Shares.
NUMBER OF NUMBER OF % OF SHARES
SHARES SHARES NUMBER OF OWNED BY
SELLING OWNED REGISTERED BY SHARES OWNED SHAREHOLDER
SHAREHOLDERS BEFORE SALE PROSPECTUS AFTER SALE AFTER SALE
- --------------------- ----------- ------------- ------------ ------------
M. Richard Cutler (1) 1,661,250 930,000 731,250 6.08%
- --------------------- ----------- ------------- ------------ ------------
Brian A. Lebrecht 525,000 300,000 225,000 1.87%
- --------------------- ----------- ------------- ------------ ------------
Vi Bui 393,750 225,000 168,750 1.40%
- --------------------- ----------- ------------- ------------ ------------
Asher Starik 875,000 500,000 375,000 3.12%
- --------------------- ----------- ------------- ------------ ------------
Stephanie Crumpler 45,000 45,000 0 0.00%
- --------------------- ----------- ------------- ------------ ------------
(1) Of such shares, 731,250 are held by MRC Legal Services LLC. M. Richard
Cutler may be deemed to be the beneficial owner of MRC Legal Services LLC.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Over-the-Counter
Bulletin Board maintained by Nasdaq, or other exchange, in a negotiated
transaction or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions).
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The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this offering other than
the legal fees incurred in connection with the preparation of this registration
statement and will not receive any proceeds from sales of any Shares by the
Selling Shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by the Cutler Law Group, Newport Beach, California.
EXPERTS
The balance sheets as of December 31, 1998 and 1999 and the statements of
operations, shareholders' equity and cash flows for the periods then ended have
been incorporated by reference in this Registration Statement in reliance on the
report of Stokes & Company, P.C., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Form 8-K for an event on March 31, 2000, filed with the
Commission on April 3, 2000.
(ii) Registrant's Form 10-SB (in the name of The Hi Liner Group, Inc., the
Company's reporting predecessor), filed with the Commission on January 19, 2000.
(iii) All other reports and documents subsequently filed by the Registrant
pursuant after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 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, shall be deemed to be incorporated by reference and to be a part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by the Cutler Law Group, counsel to the Company.
Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of 1,661,250 shares of Common Stock of the Company. 930,000 shares of the
foregoing are being registered for sale herein. Other employees of the Cutler
Law Group hold an additional 963,7500 shares of the Common Stock of the Company.
570,000 shares of the foregoing are being registered for sale herein.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Florida and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale".
ITEM 8. EXHIBITS
Exhibit No. Description
*3.1 Articles of Incorporation
*3.2 Bylaws
5 Opinion of Cutler Law Group with respect to legality of the
securities of the Registrant begin registered
*10.1 Consulting Agreement dated March 31, 2000.
23.1 Consent of Stokes & Company, P.C., Certified Public
Accountants
23.3 Consent of Cutler Law Group (contained in opinion to be filed
as Exhibit 5)
_______________________
*Incorporated by reference to the Company's Form 8-K filed April 3, 2000.
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.
<PAGE>
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, 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
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is 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 Los Angeles, State of California, on April 5, 2000.
Storm High Performance Sound Corporation
/s/ Patrick F. Charles
By: Patrick F. Charles
President & CEO
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.
/s/ Patrick F. Charles President, Chief Executive
Officer and Director
______________________
/s/ Terrence K. Picken Executive Vice President, Chief
Operating Officer, and Director
______________________
<PAGE>
[LETTERHEAD OF CUTLER LAW GROUP]
April 5, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: Storm High Performance Sound Corporation
Ladies and Gentlemen:
This office represents Storm High Performance Sound Corporation, a Florida
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the resale of up to 2,000,000 shares by certain
selling shareholders in accordance with a Consulting Agreement between the
Registrant and the selling shareholders (the "Registered Securities"). In
connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Very truly yours,
/s/ Cutler Law Group
CUTLER LAW GROUP
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 31, 2000 between THE STORM HIGH
PERFORMANCE SOUND CORPORATION, a Florida corporation, ("SHPE"), on the one hand,
and M. RICHARD CUTLER ("Cutler"), BRIAN A. LEBRECHT ("Lebrecht"), VI BUI
("Bui"), ASHER STARIK ("Starik"), STEPHANIE CRUMPLER ("Crumpler", and, together
with Cutler, Lebrecht, Bui and Starik, the "Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between SHPE and the majority
shareholder of Hi Liner Group, Inc., a Delaware corporation (the "Hi Liner
Shareholder").
B. In the event SHPE is able to complete the Stock Exchange with the Hi
Liner Shareholder, SHPE wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. SHPE shall pay and cause to be issued to the
Consultants a consulting fee of $125,000 cash, plus 2,000,000 shares of common
stock of SHPE (the "Shares") immediately upon the execution of a stock exchange
agreement with the Hi Liner Shareholder. Such shares shall be subject to
registration by SHPE on Form S-8 within 5 days of SHPE closing on the stock
exchange agreement with the Hi Liner Shareholder. The Consultants agree to
prepare and file the S-8 Registration Statement at their sole expense, except
for the filing fee associated therewith, which shall be reimbursed by SHPE. The
parties agree that the value of the Shares is equal to 50% of the closing bid
price on the date of this Agreement. The Shares shall be issued as follows:
930,000 to Cutler, 300,000 to Lebrecht, 225,000 to Bui, 500,000 to Starik and
45,000 to Crumpler.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
<PAGE>
This Consulting Agreement has been executed as of the date first above
written.
THE STORM HIGH PERFORMANCE SOUND CORPORATION
/s/ Patrick F. Charles
____________________________________________________
By: Patrick F. Charles, President and Chief Executive Officer
CONSULTANTS
/s/ M. Richard Cutler
____________________________________________________
M. Richard Cutler
/s/ Brian A. Lebrecht
____________________________________________________
Brian A. Lebrecht
/s/ Vi Bui
____________________________________________________
Vi Bui
/s/ Asher Starik
____________________________________________________
Asher Starik
/s/ Stephanie Crumpler
____________________________________________________
Stephanie Crumpler
[Stokes & Company, P.C. Letterhead]
April 6, 2000
To The Board of Directors of Storm High Performance Sound Corporation:
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 29, 2000 relating to
the financial statements of Storm High Performance Sound Corporation.
/s/ Stokes & Company, P.C.
Stokes & Company, P.C.
Washington, D.C.
