AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2000
REGISTRATION NO. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
PAYFORVIEW.COM CORP.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 91-1976310
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
509 Madison Avenue, 16th Floor
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)
____________________
Consulting and Employment Agreements
(Full Title of the Plan)
____________________
Marc A. Pitcher
509 Madison Avenue, 16th Floor
New York, NY 10022
(212) 605-0150
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
M. Richard Cutler, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
(949) 719-1977
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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(1) Aggregate Offering Price Registration Fee
----------------------- ------------ ---------------------------- ------------------------- -----------------
Common Stock, 3,345,000 $0.16 $ 535,200 $ 141.29
par value $0.0001(2)
TOTAL REGISTRATION FEE 3,345,000 $0.16 $ 535,200 $ 141.29
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing price as reported
on the Pink Sheets on October 30, 2000.
(2) Represents shares of Common Stock issued to consultants and employees of
the Company. Please refer to the Selling Shareholders section of this document.
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EXPLANATORY NOTE
PayForView.com Corp ("PAYV") 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").
Under cover of this Form S-8 is a Reoffer Prospectus PAYV 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 3,345,000 shares of common stock
acquired by the selling shareholders.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
PAYV 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"). PAYV 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.
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REOFFER PROSPECTUS
PAYFORVIEW.COM CORP
509 MADISON AVENUE, 16TH FLOOR
NEW YORK, NY 10022
3,345,000 SHARES OF COMMON STOCK
The shares of common stock, $0.0001 par value per share, of PayForView.com Corp
("PAYV" 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 compensatory benefit plans for consulting and employment
services that the Selling Shareholders provided to PAYV.
The sales may occur in transactions on the NASDAQ over-the-counter market at
prevailing market prices or in negotiated transactions. PAYV will not receive
proceeds from the sale of any of the Shares. PAYV is paying for the expenses
incurred in registering the Shares except that certain of the Selling
Shareholders are providing the legal expenses required for such registration.
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.
PAYV's common stock is currently traded on the Pink Sheets under the symbol
"PAYV".
________________________
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 14.
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.
________________________
November 6, 2000
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TABLE OF CONTENTS
Where You Can Find More Information . . . . . . . 6
Incorporated Documents . . . . . . . . . . . . 6
The Company . . . . . . . . . . . . 8
Risk Factors . . . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . 19
Selling Shareholders . . . . . . . . . . . . 19
Plan of Distribution . . . . . . . . . . . . 20
Legal Matters . . . . . . . . . . . . 20
Experts . . . . . . . . . . . . 20
________________________
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
PAYV 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 PAYV 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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PAYV's Current Report on Form 8-K/A, filed with the SEC on October 25, 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 Financial Officer of PAYV, at PAYV's executive offices, located at
509 Madison Avenue, 16th Floor, New York, NY 10022. PAYV's telephone number is
(212) 605-0150.
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THE COMPANY
FORMATION OF COMPANY.
PayForView was organized on August 26, 1988, under the name Sierra Gold
Corporation and under the laws of the State of Nevada. PayForView had no
operations at that time and as such was considered a development stage company.
PayForView commenced trading on the National Association of Securities
Dealers (NASD) OTC Bulletin Board on December 21, 1998 under the trading symbol
SIRG.
On January 4th, 1999 the name of PayForView was changed to PayForView.com
under the trading symbol PAYV.
DESCRIPTION OF BUSINESS.
PayForView, headquartered in New York with satellite offices in Los
Angeles, California and Vancouver, Canada, is an integrated online and offline
content company that creates and acquires events and information-based
programming and delivers that content on a pay-for-view and free basis. We
produce and own programming and distribute it through new media (the Internet)
and old media (broadcast, DBS and cable television). In this manner, we are
able to generate revenues from traditional sources while we build a strong brand
in the Internet space in preparation for an expanding broadband universe and the
upcoming convergence of old media with new media.
We continue to enter into alliances with entertainment and technology
companies that provide elements needed for the completion of our plans. These
companies include those providing Internet-related technical support, filmed or
live programming, recorded music and sports related programming.
Our executive offices are located at 509 Madison Avenue, Suite 1610, New
York, New York 10022, and our telephone number is (212) 605-0150.
PAYFORVIEW.COM WEBSITE.
Our website, hosted by SofTV, a leader in streaming media in the emerging
broadband E-Commerce market, provides users with a unique and vibrant interface.
The core of the site is an embedded streaming media window, where the "primary"
content, consisting of live events, archival entertainment and promos will be
displayed. Surrounding the window is a selection of "parallel" content areas,
where dynamic and compelling information coincides with and enhances the primary
content. The beta version of the website was launched on April 26, 2000, when
the Company offered its first boxing event.
Our leading-edge technology allows video to contain "triggers" whereby
text, photos and images are seen at specific times when a trigger is released
simultaneously to the streaming video. This innovative development is both
interesting to the viewer and a benefit to sponsors.
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Since the launch of our beta web site in April 2000, we have broadcast an
International Woman's Boxing Championship event, two Ultimate Fighting
Championship events with a contract for at least one more, a live stand-up
comedy event and two international soccer events including the USA Woman's
soccer team vs. Norway match, web-cast July 30th, 2000.
We will also acquire, distribute and sell filmed entertainment online and,
through our Voyager Film Sales subsidiary, in the traditional manner through
existing relationships with distributors and content providers.
STRATEGIC ALLIANCES.
We have entered the marketplace through alliances with entertainment and
technology companies that provide elements needed for the completion of our
plans. These companies include
those providing Internet related technical support, filmed or live programming,
recorded music and sports related footage. This creates a vertical integration
of entertainment-related products and Internet expertise, which will establish
our base of operations and cash flow.
TECHNOLOGY PROVIDERS.
We have aligned ourselves with various quality technology providers to
provide essential streaming video, web casting and supporting services.
InterVu/Akamai
InterVu (which was purchased by Akamai in early 2000) is a streaming media
service provider working to make the Internet a viable broadcast medium for
entertainment, business and education.
Akamai has the technical expertise and distributed server network to allow
us to reliably deliver programming via the Internet. Akamai has developed
proprietary technology that allows us to manage broadcast streams in real time
and gives us access to critical information about its video database and
streaming files.
Through its own distributed broadcast network, Akamai can provide us with
reliable and efficient connectivity to the Internet, using a premier Internet
infrastructure built on a high-speed backbone and high-speed links to the
Internet.
SofTV
SofTV is a leading-edge Canadian-based Internet developer\ specializing in
video streaming and interactive content based on broadcast applications.
SofTV's patent pending technology allows
web site publishers to combine the emotional impact of video with the power of
images, text and graphics. SofTV has created and also hosts our web site.
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BANDWIDTH GROWTH.
In order to view good quality film and video files over the Internet,
subscribers will require a cable modem, DSL or comparable high-bandwidth
connection. Research indicates that cable companies will be the leading
provider of residential broadband service. By 2004, the industry expects a
total of 31.8 million North American subscribers with high-bandwidth access.
The following table identifies current and expected trends in the adoption
of high bandwidth Internet access. These high-end bandwidth users represent
computer users with the capacity to use services provided by us (Source: Paul
Kagen and Associates)
Year Cable Modem DSL Subscriber Total High
Users Users Bandwidth Users
1999 1,460,000 420,000 1.880,000
2000 3,600,000 2,400,000 6,000,000
2001 7,590,000 4,170,000 11,760,000
2002 12,950,000 7,090,000 20,040,000
2003 15,840,000 10,590,000 26,430,000
2004 18,980,000 12,910,000 31,890,000
A quickening pace of development in both technology and content available
to users of the World Wide Web parallels this increase in Internet access speed.
New technologies such as video and audio streaming enable the creation of new
forms of content, combining aspects of traditional, narrowband web design
(including text, graphics, and hyper-links) with the video-based production
concepts of television. While this market is growing rapidly, it presently
accounts for a small percentage of the Internet users online today.
Accordingly, most companies involved in the development of technology and
content for the Web are focusing on solutions that are intended to provide an
acceptable experience for the predominant narrowband customer, while offering an
improved version of the same experience to broadband users.
BANDWIDTH ISLANDS.
In the marketplace, we have identified companies which we describe as
"Bandwidth Islands". These are organizations whose primary business is the sale
and service of bandwidth and related services to end users, both residential and
commercial. Each of these Islands has a built in subscriber base, and instant
access through their database to the high bandwidth users which we are
targeting.
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In selling high bandwidth services to homes, one of the challenges faced by
the Islands is content. Consumers, while attracted to the extra speed in
Internet surfing possible with higher bandwidth, generally question the value of
upgrading to higher bandwidth at higher cost when, to date, there is not enough
content on the net for which high bandwidth is required. By collecting content
and creating and perfecting a delivery and tracking mechanism, we will be able
to offer the Islands the content with which they will be able to attract
additional high band width customers, and keep the ones they have on line and on
our subscriber list. Additionally, by retaining control of the content and
delivery system, we intend to sell advertising during our programming, thus
offering the Island an additional source of revenue.
GROWTH OF ONLINE COMMERCE.
The Internet is dramatically affecting the methods by which consumers and
businesses are buying and selling goods and services. The Web provides the
ability to reach a global audience and to operate with minimal infrastructure,
reduced overhead and greater economies of scale, while providing consumers with
a broad selection, increased pricing power and unparalleled convenience. As a
result, a growing number of consumers are transacting business on the Web,
including buying consumer goods, trading securities, paying bills and purchasing
airline tickets. International Data Corporation estimates that approximately 28%
of Web users purchased goods or services over the Web in 1998 and that
approximately 40% of Web users will make online purchases in 2002. Jupiter
Communications estimates that retail consumer purchases of goods and services
over the Internet
will increase from $5.0 billion in 1998 to $29.4 billion in 2002. We believe
that as electronic commerce expands, advertisers and direct marketers will
increasingly use the Web to advertise products, drive traffic to their websites,
attract customers and facilitate transactions.
GROWTH OF INTERNET ADVERTISING.
The Web is evolving into an important medium for advertisers due to its
interactive nature, global reach, rapidly growing audience and the expected
increase in online commerce. Unlike more traditional advertising methods, the
Web gives advertisers the potential to target advertisements to broad audiences
or to selected groups of users with specific interests and characteristics. The
Web also allows advertisers and direct marketers to measure the effectiveness
and response rates of advertisements and to track the demographic
characteristics of Web users. The interactive nature of Web advertising enables
advertisers to better understand potential customers, and to change messages
rapidly and cost effectively in response to customer behavior and product
availability.
We anticipate a significant increase in online advertising. Forrester
Research estimates that the dollar value of Internet advertising in the U.S.
will increase from $1.3 billion in 1998 to $10.4 billion in 2003, representing a
52% compounded annual growth rate. International online ad spending is expected
to grow from $0.2 billion in 1998 to $4.7 billion in 2003, representing an 87%
compounded growth rate. By comparison, Broadcasting & Cable estimates that $130
billion was spent in 1998 on traditional media advertising in the U.S.,
including television, radio, outdoor and print. Until recently, the leading
Internet advertisers have been technology companies, search engines and Web
publishers. However, many of the largest advertisers utilizing traditional
media, including consumer products companies and automobile manufacturers, are
expanding their use of online advertising. We believe that online advertising
will continue to capture an increasing share of available advertising dollars
and that this trend will drive demand for online ad inventory and for
sophisticated Internet advertising solutions.
Driven by the growing online population, the rise in time spent online and
increasing digital commerce adoption, online advertising revenues have surpassed
outdoor advertising and will exceed spending for cable advertising.
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REVENUE STREAMS.
Although we have a transaction/advertising revenue model it is unlike
traditional websites that offer only one or two of these revenue streams. We
have numerous methods to capitalize on
its exclusive branding, image and content. We will derive our revenue streams
from the following sources:
-Live Events
Users pay an online fee for a one-time viewing of select live event
programming. Users pay a fee of $1.99 to $4.95 depending on the exclusivity of
the event. For example, the Ultimate Fighting Championship event that
PayForView offered on June 9, 2000 was only seen on the our website and on
Direct Broadcast Satellite (DBS). It was not on either network or cable
television.
-Archival Events
In the future, users will be charged an online transactional fee for a
one-time viewing of an archived event program. The archival programming will
consist of classic sports events, major boxing matches, films, comedy
performances, etc. The charge for these events will range from $.49 to $1.99.
These events are at the convenience of the viewers, at the time they wish to
view them.
-Advertising
Since PayForView.com is a very "sticky" site, one where a user resides for
a lengthy period of time, advertisers will pay to have their advertising served
and tracked on our website. These advertisers will be on the website the length
of time users view either the free entertainment information, which might be
upwards of a half hour, or a live event, which they will watch for several
hours.
-E-Commerce
Users may purchase merchandise specifically related to event programs, both
live or archived from our e-commerce shop. Merchandise pertaining to our free
entertainment and sports information will also be offered. We are in
discussions to partner with several retailers that offer event related
merchandise.
-On-line Syndication
We will capitalize on the lack of quality entertainment produced
specifically for on-line viewing. At this time, there are a number of Internet
companies who are streaming video who are in need of the type of programming we
are creating and acquiring. Our executive team, with experience and contacts in
event production, sees an excellent opportunity to become an on-line provider of
video based events to emerging Internet based streaming media companies. We are
well positioned as a one-stop, turnkey provider of compelling, entertaining
content.
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-Sales to Traditional Media
During the rollout of the Broadband universe, some of our acquired
programming will be sold to traditional media such as DBS and cable television.
This allows for revenue generation of
a magnitude greater than the present Broadband universe allows.
-VHS/DVD Sales
Since we acquire programming, we will negotiate with international VHS/DVD
distributors to release the product in brick-and-mortar and electronic commerce
distribution avenues to
gain additional revenue.
COMPETITION.
Perhaps closest to our business model is www.centerseat.com. Similar in
design and concept, Center Seat offers a wide variety of online entertainment,
but does not charge for online programming. The firm also does not deliver live
events nor does it offer chat room functionality. Moreover, Center Seat does
not presently offer rich media advertising as does PayForView.
Kanakaris Wireless Inc., (OTC BB: KKRS) www.kanakaris.com, offers online
pay-per-view movies, downloadable books and related e-commerce.
House of Blues, www.hob.com, offers live and archival music events that
appear at the House of Blues venues and also offers related e-commerce.
Our approach differs from the above through diversification. By having an
interest in a record label, sports and event alliances and a film production and
sales division, PayForView is
in a position to create revenue from non-Internet sources while also creating
the content it intends to broadcast on the Internet. By including music,
sports, comedy and other live events, and utilizing an embedded video window,
triggered parallel content and rich media advertising, we are attempting to
differentiate ourselves from our competitors.
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RISK FACTORS
In this section we highlight some of the risks associated with our business
and operations. Prospective investors should carefully consider the following
risk factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.
NO SIGNIFICANT OPERATING HISTORY
We do not have any significant operating history upon which to evaluate our
future performance. As there is no lengthy history of operations, investors will
be unable to assess future operating performance or future financial results or
condition by comparing these criteria against their past or present equivalents.
Future revenues are expected to be derived from the sale of media content on our
Web sites and from commissions on electronic commerce transactions between
viewers and advertisers. We will only be able to attract content providers or
advertisers to our Web sites if we can develop and maintain a viewer base of
sufficient size and economic means to offer prospective content providers and
advertisers meaningful marketing opportunities for their products and services.
WE EXPECT TO INCUR CONTINUED LOSSES
We expect to incur losses on both a quarterly and an annual basis for the
foreseeable future and cannot assure investors that we will ever achieve
profitability.
WE RELY ON THE WIDESPREAD ACCEPTANCE OF THE INTERNET AS A VIABLE ENTERTAINMENT
ALTERNITIVE
Our success will depend upon market acceptance of streaming technology as
an alternative to broadcast television. Without streaming technology, viewers
proposed on-demand programming would not be able to initiate playback until the
programming was downloaded in its entirety, resulting in significant waiting
times.
The acceptance of streaming technology will depend upon a number of
factors, including:
- market acceptance of streaming players such as Microsoft's Windows Media
Player and RealNetworks' RealPlayer.
- technological improvements to the Internet infrastructure, such as an
increase in generally available bandwidth, to allow for improved video and
audio quality and a reduction in Internet usage congestion.
- the ability of Internet users to acquire sufficient skill and experience
to download and operate streaming players.
- reconfiguration of older Web browsers to handle the inclusion of streaming
players.
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Acceptance of the Internet among content providers, distributors, studios,
television networks, such as sports programmers and advertising agencies will
also depend to a large extent on the level of Internet use by consumers and upon
growth in the commercial use of the Internet. Because global commerce and the
on-line exchange of information is new and evolving, we are unable to predict
with any assurance whether the Internet will prove to be a viable commercial
marketplace in the long term. Prospective revenues would be adversely affected
if widespread commercial use of the Internet does not develop or is
substantially delayed, or if the Internet does not develop as an effective and
measurable advertising medium.
WE RELY ON THE DELIVERY OF CONTENT PROVIDED BY THIRD PARTIES
We anticipate deriving revenues from the sale of various types of content,
generally created by third parties, over the Internet. Internet product
delivery, particularly utilizing streaming video technology, is a new and
rapidly evolving industry whose demand and market acceptance has not as yet been
proven. Furthermore, standards have not as yet been widely accepted for the
measurement of the effectiveness of Web-based media services delivery.
Our ability to generate revenue will depend upon a number of factors,
including:
- pricing of content delivered by other Web sites.
- the amount of traffic on our proposed Web sites.
- our ability to demonstrate user demographic characteristics that are
attractive to content providers.
- the establishment of desirable production and programming relationships.
WE RELY ON OUR ABILITY TO DESIGN A SUCCESSFUL E-COMMERCE COMPONENT OF OUR
BUSINESS
In addition to media content delivery and advertising, another intended
source of revenue is from electronic commerce tie-ins. E-commerce has only
recently begun to develop and is rapidly evolving. As is typical in a new and
rapidly evolving industry, demand and market acceptance for recently introduced
services and products are subject to uncertainty. Consumer satisfaction from
shopping over the Internet has been mixed there is no assurance that e-commerce
will continue to grow. Our ability to derive revenues from arrangements with
eBcommerce businesses and to deliver acceptable programming content will depend
upon a number of factors including:
- acceptance by the general public of the Internet as a convenient and safe
shopping forum.
- the offer of quality products at competitive prices.
- our ability to attract viewers and direct such viewers to our e-commerce
business tie-ins.
STREAMING SOFTWARE MUST BE USED TO VIEW OUR CONTENT
At present, prospective viewers can download streaming software off the
Internet, in most instances at no charge. There is no assurance that streaming
software will continue to be made available to the public free of charge. If
users are charged to acquire streaming software, streaming technology may not be
widely accepted by Internet users.
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INTERNET AND TELECOMMUNICATIONS INFASTRUCTURE DISRUPTIONS COULD ADVERSELY AFFECT
OUR BUSINESS
Internet infrastructure failures or disruptions caused by increased traffic
on the Web, technical difficulties, vandalism or acts of God, among other
factors, may impede our ability to transmit streaming video content to viewers.
Repeated failures or disruptions may result in viewer dissatisfaction with the
Internet as a viewing medium, which may lead to a diminution of our viewer base
and a resultant impairment of our ability to generate advertising and e-commerce
transaction revenues.
We will have to rely on local and long-distance telecommunications
companies to provide data communications capacity. These providers may
experience service disruptions or have limited capacity, which could disrupt the
provision of streaming video content to viewers. We may not be able to replace
or supplement these services on a timely basis, if at all. In addition, because
we must rely on third-party telecommunications services providers for connection
to the Internet, we may not be able to control decisions regarding the
availability of, or our access to, services at any given time.
OUR TECHNOLOGY IS LICENCED FROM A THIRD PARTY
We have licensed from a third party our streaming technology, and we intend
to continually improve upon the use of this technology via relationships with
other companies in the marketplace. We intend to license such technology and/or
improvements from companies in order to deliver our content over the Internet.
We cannot be assured that we will be able to do so.
WE RELY ON OUR MANAGEMENT TEAM AND EMPLOYEES
Our success will depend to a large degree upon the efforts of our
management, technical and marketing personnel. Our success will also depend on
our ability to attract and retain additional qualified management, technical and
marketing personnel. Hiring employees with the combination of skills and
attributes required to carry out the strategy is extremely competitive. We do
not have "key person" life insurance policies upon any of our of our officers or
other personnel. The loss of the services of key personnel together with an
inability to attract qualified replacements could adversely affect prospective
growth.
THE INTERNET STREAMING BUSINESS IS HIGHLY COMPETITIVE
We will compete for both viewers and advertisers with numerous larger and
well-financed companies. These include:
- other Web sites, Internet access providers and Internet broadcasters that
provide content to attract users.
- On-line services, other Web site operators and advertising networks, as
well as traditional media such as television, radio and print for a share
of available media content suitable for distribution via the Internet,
and for advertisers' total advertising budgets.
- traditional media such as broadcast television, cable television, radio
and print with international content.
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To compete successfully, we will have to provide sufficiently compelling
and popular content to generate users and support advertising intended to reach
such users. We believe that the principal competitive factors in attracting
Internet users include the quality of service and the relevance, timeliness,
depth and breadth of content and services offered.
We also expect to compete with on-line services, other Web site operators
and advertising networks, as well as traditional media such as television, radio
and print for a share of advertisers' total advertising budgets.
The principal competitive factors for attracting advertisers include
- the number of users accessing our Web sites.
- the demographics of prospective users.
- Our ability to deliver focused programming and advertiser interactivity
through our Web sites.
- the overall cost-effectiveness and value of advertising on our network.
- our ability to achieve recognition of the PayForView.Com name.
UNCERTAINTIES REGARDING INTERNATIONAL EXPANSION MAY ADVERSELY AFFECT OUR GROWTH
Our intended establishment of operations in foreign countries and hiring
freelance media providers will entail significant expenditures and some
knowledge of each country's national and local laws, including tax and labor
laws. Furthermore, there are certain risks inherent in conducting business
internationally, including, among others, regulatory requirements, legal
uncertainty regarding liability, difficulties in staffing and managing foreign
operations, longer payment cycles, different accounting practices, currency
exchange rate fluctuations, tariffs and other trade barriers, political
instability and potentially adverse tax consequences, any of which could
adversely affect growth opportunities.
WE RELY ON COPYRIGHTS, TRADE SECRETS AND INTELLECTUAL PROPERTY
Copyrights, trade secrets and similar intellectual property are significant
to our growth and success. We rely upon a combination of copyright and trademark
laws, trade secret protection, confidentiality and non-disclosure agreements and
contractual provisions with our employees and with third parties to establish
and protect proprietary rights. We have applied for federal trademark protection
for "PayForView.Com" and intend to apply for federal trademark protection for
all domain names used in the PayForView.Com network. Legal standards relating to
the validity, enforceability and scope of protection of certain proprietary
rights in Internet-related industries are uncertain and still evolving. We are
unable to assure investors as to the future viability or value of any of our
proprietary rights or those of other companies within the industry. We are also
unable to assure investors that the steps taken to protect proprietary rights
will be adequate. Furthermore, we can have no assurance that our proposed
business activities will not infringe upon the proprietary rights of others, or
that other parties will not assert infringement claims against the registrant.
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WE WILL REQUIRE SUBSTANTIAL ADDITIONAL FUNDING TO CARRY OUT OUR BUSINESS PLAN
We will require substantial additional financing in order to expand our
content and to become a meaningful competitor in the Internet broadcast
industry. There is no assurance that such financing will be available. Moreover,
if additional capital is raised through borrowing or other debt financing, this
would incur interest expense.
WE ARE SUBJECT TO LAWS AND REGULATIONS REGARDING THE INTERNET
Although there are currently few laws and regulations directly applicable
to the Internet it is likely that new laws and regulations will be adopted in
the United States and elsewhere covering issues as music licensing, copyrights,
privacy, pricing, sales taxes and characteristics and quality of internet
services. The adoption of restrictive laws and regulations could slow Internet
growth or its use as a commercial or advertising medium.
WE ARE THE SUBJECT OF PENDING LITIGATION
We are the subject of pending litigation. (See previously filed 8-K under
heading "Legal Proceedings") The cost of prosecuting and defending these actions
or the cost of a settlement or award of damages, if any, could have a material
adverse effect on our business, prospects, results of operations or financial
condition
OUR AUDITOR'S REPORT CONTAINS "GOING CONCERN" LANGUAGE
The auditor's report for our financial statements for the year ended
December 31, 1999 states that because of recurring operating losses and our
continued experience of negative cash flows from operations, there is
substantial doubt about our ability to continue as a going concern. A
"going-concern" opinion indicates that the financial statements have been
prepared assuming we will continue as a going-concern and do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of common stock
by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares of PAYV 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 PAYV for consulting and employment
services they provided to the Company. 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 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.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
% of Shares
Number of Number of Shares Owned by
Selling Shares Owned Registered by Number of Shares Shareholder
Shareholders Before Sale Prospectus Owned After Sale After Sale (2)
----------------- ------------------ ----------------- ---------------- ----------------
M. Richard Cutler 332,400 (1) 184,200 148,200 0.3%
Brian A. Lebrecht 99,200 53,600 45,600 0.1%
Vi Bui 74,400 33,500 28,500 0.0%
James Stubler 62,000 33,500 28,500 0.0%
Samuel Eisenberg 33,500 33,500 0 0.0%
Sid Amira 2,500,000 700,000 1,800,000 3.1%
Nic Meredith 700,000 700,000 0 0.0%
Warren Wayne 700,000 700,000 0 0.0%
Marc Pitcher 700,000 700,000 0 0.0%
Frank Levine 100,000 100,000 0 0.0%
Fraser Barnes 100,000 100,000 0 0.0%
TOTALS 5,401,500 3,338,300 2,050,800 3.5%
</TABLE>
(1) Of such shares, 148,200 are held by MRC Legal Services, LLC. M. Richard
Cutler is the beneficial owner of MRC Legal Services, LLC.
(2) Calculated based on an aggregate of 58,940,667 shares of common stock issued
and outstanding as of November 3, 2000.
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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 Nasdaq
Over-the-Counter Bulletin Board, 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).
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 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 Dieterich & Associates.
EXPERTS
The balance sheet as of December 31, 1999, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended and the cumulative consolidated statement of operations and cash flows for
the period April 6, 1998 (inception) through December 31, 1999 have been
incorporated by reference in this Registration Statement in reliance on the
report of Grant Thornton LLP, independent certified public accountants, given on
the authority of that firm as experts in accounting and auditing.
The balance sheet as of December 31, 1998 and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
the period from incorporation on April 6, 1998 to December 31, 1998 have been
incorporated by reference in this Registration Statement in reliance on the
report of Davidson & Company, independent auditors, 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) The Registrant's Current Report on Form 8-K/A filed with the SEC on
October 25, 2000.
(ii) 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 Dieterich & Associates.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered. These sales
were made in reliance on 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".
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ITEM 8. EXHIBITS
3.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference).
3.2 Bylaws of the Registrant (incorporated by reference).
5.1 Opinion of Dieterich & Associates, counsel to the Registrant,
regarding legality of securities being registered.
23.1 Consent of Dieterich & Associates (included in Exhibit 5.1).
23.2 Consent of Grant Thornton LLP, independent certified public
accountants.
23.3 Consent of Davidson & Company, independent auditors.
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:
(i) To include any prospectus required by section 10(a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of 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 the registration statement;
and
(iii) 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; provided,
however, that paragraphs (a) (1)(i) and (a) (1) (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.
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(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 (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.
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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 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 New York, State of New York, on November 6, 2000.
PayForView.com Corp
/s/ Marc A. Pitcher
By: Marc A. Pitcher
Its: President and Director
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/ Mark A. Pitcher
________________________________ President and Director
Mark A. Pitcher
/s/ Dan Scott
________________________________ Director
Dan Scott
/s/ Scott Shultz
________________________________ Director
Scott Shultz
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