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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3360133
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 SMITHTOWN BOULEVARD
NESCONSET, NEW YORK 11767
(Address of Principal Executive Office) (Zip Code)
Compensation Agreements for Michael S. Krome and James W. Zimbler
Compensation of Bruce Dugan
Consulting Agreement of Michael Margolis
(Full title of the plan)
James W. Zimbler, Chairman and President
110 Smithtown Boulevard
Nesconset, New York 11767
(Name and address of agent for service)
(631) 863-9898
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
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Common Stock, 1,223,550 $ .06 $73,413 $19.38
par value $.0001
per share
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on August 15, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") by Universal Media Holdings, Inc. (the
"Company") are hereby incorporated by reference in this Registration Statement
except as superseded or modified herein:
(i) Form 8-K, including any amendments thereto; and
(ii) the description of the Company's capital stock which is contained
in Form 8-K as contained as Exhibit 99.2, the Form 10-SB and as Exhibit
3.3 on Form 10-SB, filed with the Commission on April 14, 2000, as
amended; and
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law (the "DGCL"), which provides that a
corporation may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent of such corporation or is or was serving at the request of such
corporation as an officer, director, employee, or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys'
fees),judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided such officer, director, employee, or agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to criminal proceedings, had no reasonable cause to
believe that his conduct was unlawful. Section 145 of the DGCL provides further
that a Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above or any claim therein, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred. The certificate of incorporation of the Company provides for
indemnification of its officers and directors to the full extent permitted by
the DGCL.
<PAGE>
The certificate of incorporation also provides that directors of the
Company will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
3.1 Articles of Incorporation of the Company, as amended (1)
3.2 Bylaws of the Company, as amended (1)
5.1 Opinion of James T Gibbons, Esq.
5.2 Opinion of Michael S. Krome, Esq.
23.1 Consent of Aaron Stein, C.P.A., Independent Auditor
24.2 Consent of James T. Gibbons, Esq.(included in Exhibit 5.1)
(1) Incorporated by reference from the Company's Amended Report on Form 10-SB,
filed with the Commission on April 14, 2000, as an amendment to the 8-K, as
amended, and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned the Company hereby undertakes:
(a)(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 (the "Securities Act");
(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,
represents a fundamental change in the information set forth in the registration
statement;
(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.
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against pubic 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the Town of Nesconset, State of New York, on June 19, 2000.
Universal Media Holdings, Inc.
By: /s/ James W. Zimbler
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James W. Zimbler, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints James W. Zimbler his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
Signature
Title
Date
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(1) Principal Executive
/s/ James W. Zimbler President, Chief Executive July 13, 2000
----------------------- Officer, Chairman and a Director
James W. Zimbler
(2) Directors
/s/ Michael S. Krome Director July 13, 2000
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Michael S. Krome
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Amended Articles of Incorporation of the Company(1)
3.2 Bylaws of the Company (1)
5.1 Opinion of James T. Gibbons, Esq.
5.2 Opinion of Michael S. Krome, Esq.
23.1 Consent of Aaron Stein, C.P.A., Independent Auditor
24.2 Consent of James T. Gibbons (included in Exhibit 5.1)
24.3 Consent of Michael S. Krome (included in Exhibit 5.2)
(1) Incorporated by reference from the Company's Amended Report on Form 10-SB,
filed with the Commission on December 13, 1999, and incorporated herein by
reference.
