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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment Number One To
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERNET MULTI-MEDIA CORPORATION
(Exact name of Registrant as specified in its charter)
MILLENIA CORPORATION
(Former name of Registrant)
Nevada 87-0431096
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2533 North Carson Street, Suite 3358, Carson City, Nevada 89706
(Address of Principal Executive Offices including zip code)
2000 Consulting Services Plan
2000 Stock Option Plan
Compensation and Consulting Agreements
(Full title of the plans)
SEC File Numbers 333-42362 and 333-42622
Christopher J. Moran, Jr.
4625 Clary Lakes Drive
Roswell, Georgia 30075
(Name and address of agent for service)
(770) 518-9542
(Telephone number, including area code, of agent for service)
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
Internet Multi-Media Corporation
Common Stock
3,503,000 Shares
The stockholders of Internet Multi-Media Corporation listed on page 15
will, from time to time, be offering and selling an aggregate of 3,503,000
shares of our $.001 par value Common Stock under this prospectus. The shares
being offered under this prospectus include: (i) 2,653,000 shares of our Common
Stock that were issued to certain of our present and past officers, directors
and consultants and (ii) 850,000 shares that will be issued to our past and
present directors upon the exercise of outstanding options.
The selling stockholders' shares are not being underwritten and we
will not receive any proceeds from the sale of the shares.
Our Common Stock is traded on the NASDAQ Over-The-Counter Bulletin
Board under the trading symbols IIMC and IIMC-OB.
Prospective purchasers of our shares should carefully read the risk
factors beginning on page 6.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is October 17, 2000.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary................................................... 4
Risk Factors......................................................... 6
Selling Stockholders................................................. 15
Use of Proceeds...................................................... 21
Plan of Distribution................................................. 21
Legal Matters........................................................ 22
Experts.............................................................. 22
Where You Can Find More Information About Us......................... 23
</TABLE>
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this prospectus and the documents
and information incorporated herein by reference. This prospectus contains
forward-looking statements which involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including those set forth under
"Risk Factors" and elsewhere in this prospectus. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of our Common Stock.
In this prospectus, references to the "Company," "we," "our" and "us" refer to
Internet Multi-Media Corporation, a Nevada corporation.
Our History and Business
We are a Nevada Corporation. Our principal business address is 2533
North Carson Street, Suite #3358, Carson City, Nevada, 89706. Our telephone
number is 702-841-4779.
We were originally incorporated as Yellow Jacket Corp. under the laws
of the State of Utah on November 25, 1985. Effective October 31, 1993 we merged
with Waco Holding Company ("Waco") a newly formed Nevada Corporation. Waco was
initially incorporated in Nevada as Yellow Jacket Corp. but changed its name to
Waco. At the time of the Merger the only asset of Waco was an option to
purchase certain rights to a mining concession in Mexico known as the Santa
Rita Mine. On October 31, 1994 we changed our name to Millenia Corporation.
We entered into a Plan and Agreement of Merger dated March 17, 1998
with NN Acquisition Corp. and Naturally Niagara Beverage Corporation; which
became effective June 1, 1998. We acquired the exclusive license to produce and
market various related spring water beverage products. On January 25, 2000 we
changed our name to Internet Multi-Media Corporation.
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On February 23, 2000 we entered into a Letter of Agreement with SMC
Soundmusic.com ("SMC") to acquire SMC. The valuation of SMC was not established
to the satisfaction of our management, no formal share exchange agreement was
ever entered into, and we shall not enter into this acquisition.
On August 2, 2000, registrant acquired Oasis Technology.S.r.l.
"Oasis"), an Italian Limited Liability Corporation located in Verona, Italy.
The acquisition was through a stock swap and Oasis is now a wholly-owned
subsidiary of registrant. The registrant exchanged a total of 38,000,000 shares
of its common stock for 100% of Oasis. A final version of this agreement was
included with our Form 8-K filed on August 7, 2000. Financial statements of
Oasis were included in our Form 8-K/A filed on October 10, 2000. The former
control person of Oasis, Stefano Zorzi, is currently a director of our company
and owns a majority of our outstanding shares of Common Stock. (53.22% -
without giving effect to the potential exercise of options to purchase up to
2,850,000 shares issued to a consultant and to several of our directors and
former directors).
On September 29, 2000 Oasis changed its name to AmEurotech S.r.l. It
is anticipated that we will also undergo a name change in the future to better
reflect our current business activities.
On or about September 21, 2000, we announced that our wholly-owned
subsidiary, Oasis, had acquired 100% of the assets of Bikappa, S.r.l. (also an
Italian corporation) located in Verona, Italy. Bikappa, S.r.l. is a 20 year old
steel and aluminum manufacturing company. Certain details related to this
transaction are still being negotiated and complete details will be included in
a future Form 8-K as well as any post-effective amendment to this prospectus.
We had been in the development stage prior to our acquisition of
Oasis. We continue to seek future merger or acquisition targets.
Selecting future merger or acquisition target will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries, and shortages of available capital,
management believes that there are numerous entities seeking the benefits of a
publicly-traded corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on which additional
equity financing may be sought, providing
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liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statues) for all stockholders,
and other items. Potential merger or acquisition targets may exist in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such merger or
acquisition targets extremely difficult and complex.
It is impossible to predict at this time the status of any business in
which we may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which we may offer. However, we do not intend to obtain
funds in one or more private placements to finance the operation of any
acquired business opportunity until such time as we have successfully
consummated merger or acquisition with an existing company.
In order to assist us in selecting and contacting potential future
merger or acquisition candidates, we have entered into a Consulting Agreement
with Doctor Guido Longo. The Consulting Agreement requires Dr. Longo to assist
us in all areas relating to marketing and public relations including, but not
limited to:
- Recommendation and preparation of corporate strategies.
- The preparation and presentation to us of marketing plans for
our services and products.
- Providing due diligence studies for proposed strategic
alliance partners.
- Advise us on all matters dealing with existing shareholder
relations.
- Providing us with due diligence assistance on proposed merger
or acquisition targets.
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The Offering
Common Stock offered by the selling stockholders: 3,503,000 shares(1)
Common Stock outstanding: 71,394,494 shares(2)
(1) Consists of 2,653,000 shares of Common Stock currently outstanding and
850,000 shares of Common Stock issuable upon the exercise of currently
outstanding options.
(2) Does not include the 2,850,000 shares of Common Stock issuable upon the
exercise of currently outstanding options. If all options were exercised, our
aggregate Common shares outstanding would be 74,244,494 shares.
RISK FACTORS
You should carefully consider the risks described below. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently deem
immaterial may also impair our operations. If any of the following risks
actually occur, our business, financial condition or results of operations
could be materially and adversely affected.
We Have Only a Limited Operating History or Basis for Evaluating Prospects
We have no operating business other than through our wholly-owned
subsidiary Oasis. Our subsidiary, Oasis, only became operative on January 4,
2000. Oasis, however, has acquired all of the assets of Bikappa, S.r.l., an
Italian company that has been in business for 20 years.
Accordingly, there is only a limited basis upon which to evaluate our prospects
for achieving our intended business objectives.
We May Need Additional Financing In Order to Execute Our Business Plan
While our wholly-owned subsidiary, Oasis, has had a profit for the
nine month period ended September 30, 2000 as demonstrated in the financial
statements contained in our Form 8-K/A dated October 10, 2000, we have had no
revenues to date and will be entirely dependent upon our available financial
resources to implement our business objectives. We cannot ascertain with any
degree of certainty
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the capital requirements for the execution of our business plan. In the event
that our financial resources prove to be insufficient to implement our business
plan (because of the size of the merger or acquisition or other reasons), we
may be required to seek additional financing. In addition, in the event of the
consummation of merger or acquisition, we may require additional financing to
fund the operations or growth of the merger or acquisition target.
Additional Financing May Not Be Available to Us If Needed
There can be no assurance that additional financing, if needed, will
be available on acceptable terms, or at all. To the extent that additional
financing proves to be unavailable when needed, we would, in all likelihood, be
compelled to abandon plans of merger or acquisition, and would have minimal
capital remaining to pursue other merger or acquisition targets. Our failure to
secure additional financing, if needed, could also have a material adverse
effect on the continued development or growth of our merger or acquisition
target. We have no arrangements with any bank or financial institution to
secure additional financing and there can be no assurance that any such
arrangement, if required or otherwise sought, would be available on terms
deemed to be commercially acceptable and in our best interests.
We May Not Be Able to Borrow Funds If Needed
There currently are no limitations on our ability to borrow funds to
increase the amount of capital available to us to effect merger or acquisition.
However, our limited resources and lack of operating history will make it
difficult to borrow funds. The amount and nature of any of our borrowing will
depend on numerous considerations, including our capital requirements, our
perceived ability to meet debt service on any such borrowing and the then
prevailing conditions in the financial markets, as well as general economic
conditions. There can be no assurance that debt financing, if required or
sought, would be available on terms deemed to be commercially acceptable by us
and in our best interests. Our inability to borrow funds required to effect or
facilitate merger or acquisition, or to provide funds for an additional
infusion of capital into merger or acquisition target, may have a material
adverse effect on our financial condition and future prospects. Additionally,
to the extent that debt financing ultimately proves to be available, any
borrowing may subject us to various risks traditionally associated with
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest. Furthermore, merger
or acquisition target may have already incurred borrowing and, therefore, all
the risks inherent in borrowing funds.
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We Are Unable to Ascertain Risks Relating to the Industry and Nature of
Unidentified Merger or Acquisition Targets
We have not selected any particular industry or merger or acquisition
target in which to concentrate our future merger or acquisition efforts.
Accordingly, there is no basis to evaluate the possible merits or risks of any
merger or acquisition target or the particular industries in which we may
ultimately operate, and therefore risks of a currently unascertainable nature
may arise when a specific merger or acquisition target and industry is chosen.
For example, to the extent that we effect merger or acquisition with a
financially unstable company or an entity in its early stage of development or
growth (including entities without established records of revenues or income),
we will become subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, to the extent that we effect merger or acquisition with
an entity in an industry characterized by a high level of risk, we will become
subject to the currently unascertainable risks of that industry. An extremely
high level of risk frequently characterizes certain industries which experience
rapid growth.
Although management will endeavor to evaluate the risks inherent in a
particular merger or acquisition target or industry, there can be no assurance
that we will properly ascertain or assess all such risks. We have, however,
contracted with Dr. Guido Longo to assist our management in evaluating
potential merger or acquisition targets.
Scarcity of and Competition for Merger or Acquisition Opportunities May Hinder
the Identification of Merger or Acquisition Targets and the Consummation of any
Merger or Acquisition.
We expect to encounter intense competition from other entities having
business objectives similar ours. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting merger or acquisitions directly or
through affiliates. Many of these competitors possess greater financial,
technical, human and other resources than us and there can be no assurance that
we will have the ability to compete successfully. Our financial resources will
be limited in comparison to those of many of our
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competitors. This inherent competitive limitation may compel us to select
certain less attractive merger or acquisition prospects. There can be no
assurance that such prospects will permit us to achieve our stated business
objectives. We believe, however that the Dr. Longo, our financial and marketing
consultant, will be able to help us in this matter.
We Have No established Standards for Merger or Acquisition, Which May Impair
the Identification, Evaluation and Consummation of Suitable Merger or
Acquisition Opportunities.
There can be no assurance that we will successfully identify and
evaluate Suitable merger or acquisition opportunities or successfully conclude
any merger or acquisition. There is no assurance that we will be able to
negotiate merger or acquisition on terms favorable to us. We have not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which we will require merger or
acquisition target to have achieved. Accordingly, we may enter into merger or
acquisition with merger or acquisition target having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative
net worth, or other negative characteristics.
We May Be Subject to Uncertainty in the Competitive Environment of Merger or
Acquisition Targets.
In the event that we succeed in effecting future mergers or
acquisitions, we will, in all likelihood, become subject to intense competition
from competitors of the merger or acquisition target. In particular, certain
industries which experience rapid growth frequently attract an increasingly
larger number of competitors, including competitors with greater financial,
marketing, technical, human and other resources than the initial competitors in
the industry. The degree of competition characterizing the industry of any
prospective merger or acquisition target cannot presently be ascertained. There
can be no assurance that, subsequent to a consummation of merger or
acquisition, we will have the resources to compete effectively in the industry
of the merger or acquisition target, especially to the extent that the merger
or acquisition target is in a high-growth industry.
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We May Pursue Merger or Acquisition With Merger or Acquisition Target Operating
Outside the United States: Special Additional Risks Relating to Doing Business
in a Foreign Country
We may effectuate merger or acquisition with merger or acquisition
target whose business operations or even headquarters, place of formation or
primary place of business are located outside the United States. Both Oasis and
Bikappa, for example, are incorporated under the laws of Italy. In such event,
we may face the significant additional risks associated with doing business in
that country. In addition to the language barriers, different presentations of
financial information, different business practices, and other cultural
differences and barriers that may make it difficult to evaluate such merger or
acquisition target, ongoing business risks result from the internal political
situation, uncertain legal systems and applications of law, prejudice against
foreigners, corrupt practices, uncertain economic policies and potential
political and economic instability that may be exacerbated in various foreign
countries.
Some of Our Officers and Directors are Part-time.
Some of our officers and directors have other, full-time positions and
are not required to commit their full time to our affairs. As a result, the
consummation of a merger or acquisition may require a greater period of time
than if all of our management devoted their full time to our affairs. However,
our officers and directors will devote such time as they deem reasonably
necessary to carry out our business and affairs, including the evaluation of
Potential merger or acquisition and acquisition targets and the negotiation and
consummation of mergers or acquisitions.
Risks to Stockholders Relating to Dilution: Authorization of Additional
Securities and Reduction of Percentage Share Ownership Following Merger or
Acquisition.
Our certificate of incorporation authorizes the issuance of 90,000,000
shares of Common Stock. There are currently 15,755,506 authorized but unissued
shares of Common Stock available for issuance. This amount excludes 2,850,000
shares of Common Stock reserved for issuance upon the exercise of presently
outstanding options. We have no commitments as of this date to issue any of
these 15,755.506 shares of Common Stock. We will, in all likelihood, issue a
substantial number of additional shares in connection with or following a
merger or acquisition. To the extent that additional shares of Common Stock are
issued, our Stockholders would experience dilution of their respective
ownership interests.
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Additionally, if we issue a substantial number of shares of Common
Stock in connection with or following a merger or acquisition, a change in
control may occur which may affect, among other things, our ability to utilize
net operating loss carry forwards, if any. Furthermore, the issuance of a
substantial number of shares of our Common Stock may adversely affect
prevailing market prices, if any, for our Common Stock and could impair our
ability to raise additional capital through the sale of our equity securities.
We may use consultants and other third parties providing goods and services,
including assistance in the evaluation of Potential merger or acquisition
targets. These consultants or third parties may be paid in cash, stock, options
or other of our securities. We have contracted with Dr. Guido Longo to assist
us in future mergers or acquisitions, as well as to assist us in other areas.
Our Board of Directors has the sole discretion to engage consultants and other
assistance and to pay partially or in whole with our Stock or options for our
Stock and to raise additional funds by selling our securities which may involve
substantial additional dilution to the investors.
Taxation Considerations May Impact the Structure of a Merger or Acquisition and
Post-Merger Liabilities
Federal and state tax consequences will, in all likelihood, be major
considerations in any merger or acquisition we may undertake. The structure of
merger or acquisition or the distribution of securities to stockholders may
result in taxation of us, merger or acquisition target or our stockholders.
Typically, these transactions may be structured to result in tax-free treatment
to both companies, pursuant to various federal and state tax provisions. We
intend to structure any merger or acquisition so as to minimize the federal and
state tax consequences to both us and our merger or acquisition target.
Management cannot assure that merger or acquisition will meet the statutory
requirements for a tax-free reorganization, or that the parties will obtain the
intended tax-free treatment upon a transfer of Stock or assets. A
non-qualifying reorganization could result in the imposition of both federal
and state taxes, which may have an adverse effect on both parties to the
transaction.
We May Be Deemed an Investment Company and Subjected to Related Restrictions
The regulatory scope of the Investment Company Act of 1940, as
amended, which was enacted principally for the purpose of regulating vehicles
for pooled investments in securities, extends generally to companies engaged
primarily in the business of investing, reinvesting, owning, holding or trading
in securities. The Investment Company Act may, however, also be deemed to be
applicable to a
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company which does not intend to be characterized as an investment company but
which, nevertheless, engages in activities which may be deemed to be within the
definitional scope of certain provisions of the Investment Company Act. We
believe that our anticipated principal activities, which will involve acquiring
control of an operating company, will not subject us to regulation under the
Investment Company Act. Nevertheless, there can be no assurance that we will
not be deemed to be an investment company, particularly during the period prior
to consummation of merger or acquisition. If we are deemed to be an investment
company, we may become subject to certain restrictions relating to our
activities, including restrictions on the nature of our investments and the
issuance of our securities. In addition, the Investment Company Act imposes
certain requirements on companies deemed to be within its regulatory scope,
including registration as an investment company, adoption of a specific form of
corporate structure and compliance with certain burdensome reporting, record
keeping, voting, proxy, disclosure and other rules and regulations. In the
event of our characterization as an investment company, our failure to satisfy
such regulatory requirements, whether on a timely basis or at all, would, under
certain circumstances, have a material adverse effect on our future business
prospects.
We are Authorized to Issue Preferred Stock
Our certificate of incorporation authorizes the issuance of 10,000,000
shares of preferred stock, with such designations, powers, preferences, rights,
qualifications, limitations and restrictions of such series as the Board of
Directors, subject to the laws of the state of Nevada, may determine from time
to time. Accordingly, the Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of Common Stock. In addition, the preferred stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control. Although we do not currently intend to issue
any shares of preferred stock, there can be no assurance that we will not do so
in the future. As of this date, we have no outstanding shares of preferred
stock.
Our Stock is a Penny Stock
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks".
Penny stocks are generally equity securities with a price of less than $5.00
per share. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not
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otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which (i) contains a description of the
nature and level of risk in the market for penny stocks in both public
offerings and secondary trading; (ii) contains a description of the broker's or
dealer's duties to the customer and of the rights and remedies available to the
customer with respect to violation to such duties or other requirements of
Securities laws; (iii) contains a brief, clear, narrative description of a
dealer market, including "bid" and "ask" prices for penny stocks and
significance of the spread between the "bid" and "ask" price; (iv) contains a
toll-free telephone number for inquiries on disciplinary actions; (v) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (vi) contains such other information and is in such form
(including language, type, size and format), as the Commission shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in penny stock, the customer (I) with bid and offer quotations for
the penny stock; (ii) the compensation of the broker-dealer and its salesperson
in the transaction; (iii) the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and liquidity of
the market for such stock; and (iv) month account statements showing the market
value of each penny stock held in the customer's account. In addition, the
penny stock rules require that prior to a transaction in a penny stock not
otherwise exempt from those rules; the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written acknowledgment of the receipt of
a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. Since the Company's securities are subject to the penny stock
rules, holders of those securities may have difficulty selling those
securities.
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SELLING STOCKHOLDERS
The shares offered by this prospectus include up to 3,503,000 shares
of our Common Stock, including: (i) 2,653,000 shares of Common Stock issued to
our present and past officers, directors and consultants as consideration for
consulting services rendered by them, and (ii) 850,000 shares of Common Stock
issuable upon the exercise of options issued to our directors with an exercise
price of $0.18 per share.
The shares listed below represent all of the shares that, to our
knowledge, each selling stockholder beneficially owned as of October 17, 2000.
The number of shares each of them may offer and the number of shares each of
them will own after the offering assumes (i) that they sell all of the shares
registered, and (ii) that they acquire no additional shares before completion
of this offering.
<TABLE>
<CAPTION>
Name of Selling Common Stock Owned Common Stock Being Common Stock To Be
Shareholder Beneficially Before This Registered In This Owned Beneficially
Offering Offering After This Offering (1)
--------------- ------------------------ ------------------ ----------------------
<S> <C> <C> <C>
Reno J. Calabrigo(2) 1,338,000 shares(2) 1,338,000 shares 0(2)
Cornelia Patterson 500,000 shares 500,000 shares 0(2)
Michael Waldkirch 1,235,000 shares 1,215,000 shares 0
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act, this prospectus also covers
such additional number of shares of Common Stock as may become issuable upon
exercise of the options held by the selling stockholders as a result of stock
splits, stock dividends and similar transactions.
(2) Assumes that all of the shares acquired upon exercise of the options held
by the selling stockholders covered by this prospectus are sold in the
offering.
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Security Ownership of Certain Beneficial Owners and Management
The following tables set forth information relating to the beneficial
ownership of our Common Stock by those persons beneficially holding more than
5% of the Company's Common Stock, by directors and executive officers, and by
all of the Company's directors and executive officers as a group. As of October
17, 2000 there were 71,394,494 Common Shares issued and outstanding as well as
options to purchase 2,850,000 shares held by our current or former directors
and a consultant to our company.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:
<TABLE>
<CAPTION>
TITLE OF NAME AND AMOUNT AND NATURE PERCENTAGE OF
CLASS ADDRESS OF OUTSTANDING
OF BENEFICIAL
BENEFICIAL OWNERSHIP
OWNER
-------- ---------- ----------------- -------------
<S> <C> <C> <C>
Common Stock Stefano Zorzi 38,000,000 Shares Record 53.33%
Viale Dell' and Beneficial
Industria,
1-37059 Zevio
(Verona)
Common Stock Dr. Guido Longo 4,500,000 Shares Record 06.3%
and Beneficial
</TABLE>
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(B) SECURITY OWNERSHIP OF MANAGEMENT:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE OF OUTSTANDING
-------------- ------------------ --------------------- -------------------------
<S> <C> <C> <C>
Common Stock Reno J. Calabrigo 1,338,000 Shares Record 01.87%
170 The DonWay West, Suite and Beneficial
305 Toronto, Ontario, Canada
Common Stock Cornelia Patterson 500,000 Shares Record and 00.7%
1348 Ottawa Avenue West Beneficial
Vancouver, BC, Canada
Common Stock Thom Knowles 900,000 Shares Record and 01.26%
423 Mammoth Oaks Drive Beneficial
Charlotte, North Carolina
28270
Common Stock Stefano Zorzi 38,000,000 Shares Record 53.22%
Viale Dell' Industria, and Beneficial
1-37059 Zevio (Verona) Italy
Common Stock Sandy Winick 0 Shares Record and 00.00%
3266 Yonge Street Beneficial
Suite 1208
Toronto, Ontario M4N 3P6,
Canada
Common Stock All Officers and Directors 40,738000 Shares Record 57.06%
as a Group (five persons) and Beneficial
</TABLE>
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(C) CHANGES IN CONTROL:
There are currently no arrangements known to management that may result
in a change in control of the Company.
OUR DIRECTORS AND EXECUTIVE OFFICERS.
Directors and Executive Officers
The members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure
<TABLE>
<CAPTION>
NAME POSITION HELD
---- -------------
<S> <C>
RENO J. CALABRIGO Chief Executive Officer and Director
STEFANO ZORZI Director
TOM KNOWLES President, Treasurer and Director
CORNELIA PATTERSON Secretary
</TABLE>
DESCRIPTION OF SECURITIES
We are authorized to issue 100,000,000 shares each having a par value
of $.001 per share of which 90,000,000 shall be Common Shares and 10,000,000
shall be Preferred Shares. As of October 17, 2000, we had 71,394,494 Common
Shares outstanding as well as options held by our directors and by a consultant
to purchase up to 2,850,000 Shares. No Preferred Shares are issued or
outstanding.
Each shareholder of Common Stock, either in person or by proxy, may
cast one vote per share of Common Stock held on all matters to be voted on. The
presence, in person or by proxy, of the holders of a majority of the total
number of shares entitled to vote constitutes a quorum for the transaction of
business. Assuming that a quorum is present, the affirmative vote of a majority
of our shares present in person or represented by proxy is required. Our
articles do not provide for cumulative voting or pre-emptive rights.
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There are outstanding options to purchase 2,850,000 Shares of our
Common Stock held by our directors and by a consultant to our company. We have
never paid a dividend on our Common Shares, and we currently intend to retain
earnings, if any, for use in our business and to finance future growth.
Accordingly, we anticipate that no dividends will be paid to holders of Common
Shares in the foreseeable future. Any future determination as to the
distribution of cash dividends will depend upon our earnings and financial
position at that time and such other factors as our Board of Directors may deem
appropriate.
USE OF PROCEEDS
We will receive the proceeds from the payment of the exercise price of
the options and these payments will be applied towards our working capital. We
will not receive any portion of the proceeds from the sale of the shares of
Common Stock held by the selling stockholders or the resale of the shares of
Common Stock acquired upon exercise of the options.
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders.
"Selling stockholders" as used in this prospectus, includes donees and pledgees
selling shares received from a named selling stockholder after the date of this
prospectus.
In the public market, the selling stockholders may sell their shares at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices.
In addition, the selling stockholders may use broker-dealers to sell
their shares in the public market. Sales through brokers or dealers may involve
one or more of the following:
- block trades in which the broker or dealer so engaged will
attempt to sell the selling stockholder's shares as agent but
may position and resell a portion of the block as principal to
facilitate the transaction;
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- purchases by a broker or dealer as principal and resale by
such broker or dealer for its own account pursuant to this
prospectus; or
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
If a broker or dealer is engaged by a selling stockholder, such broker
or dealer may either receive discounts or commission from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they acted as agents.
Selling stockholders have been advised that during the time each is
engaged in distribution of the securities covered by this Prospectus, to the
extent applicable, each must comply with Regulation M under the Securities
Exchange Act of 1934, as amended, and pursuant to such Regulation:
- shall not engage in any stabilization activity in connection
with our securities;
- shall furnish each broker through which securities covered by
this Prospectus may be offered the number of copies of this
Prospectus which are required by each broker; and
- shall not bid for or purchase any of our securities or attempt
to induce any person to purchase any of our securities other
than as permitted under the Securities Exchange Act of 1934,
as amended.
LEGAL MATTERS
The validity of the shares offered by this prospectus will be passed
upon for us by Christopher J. Moran, Attorney at Law, Atlanta, Georgia.
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EXPERTS
Our financial statements for the years ended December 31, 1999 and
December 31, 1998 have been included herein in reliance on the report of Marvin
Winick, B.Sc., Chartered Accountant and upon the authority of that firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at the SEC's website at
http://www.sec.gov. You may read and copy any materials that we have filed with
the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.
This prospectus is a post effective amendment to two registration
statements on Form S-8 that we filed with the SEC and omits portions of the
information contained in the registration statements as permitted by the SEC.
Additional information regarding us and our Common Stock is contained in the
registration statements. You can obtain copies of the registration statements
from the SEC at the street address or Internet site listed in the above
paragraph.
The SEC allows us to "incorporate by reference" into this prospectus
the information we have filed with them. The information incorporated by
reference is an important part of this prospectus and the information that we
file subsequently with the SEC, will automatically update this prospectus. The
information incorporated by reference is considered to be a part of this
prospectus. We incorporate by reference the documents listed below and any
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1933, as amended, after the initial filing of the
registration statement that contains this prospectus and prior to the time that
we sell all the securities offered by this prospectus:
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(A) Our Form 10-SB as filed with SEC on February 2, 2000.
(B) Our Form 10-KSB filed for the year ended December 31, 1999 as well as
our latest quarterly report on Form 10-QSB for the quarter ended June
30, 2000.
(C) Our Current Reports on Form 8-K as filed on August 9, September 28,
September 29, October 10, and October 17, 2000.
(D) Our Form S-8 Registration Statements dated July 27, July 31, and
September 28, 2000.
(E) All other reports that we may file pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act since the end of the fiscal year covered
by our Form 10-KSB for the year ended December 31, 1999, prior to the
filing of a post effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
(F) Any statement contained in a 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 statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
You should rely only on the information provided in this prospectus. We
have not authorized anyone to provide you with information that is different. We
are not making an offer of these securities in any jurisdiction where the offer
is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front of this document.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference in this Registration
Statement the following documents filed with the Commission by the Registrant:
(A) Our Form 10-SB as filed with SEC on February 2, 2000.
(B) Our Form 10-KSB filed for the year ended December 31, 1999 as well as
our latest quarterly report on Form 10-QSB for the quarter ended June 30, 2000.
(C) Our Current Reports on Form 8-K dated September 29, October 10, and
October 17, 2000.
(D) Our Form S-8 Registration Statements dated July 27, July 31, and
September 28, 2000.
(E) All other reports that we may file pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act since the end of the fiscal year covered by our
Form 10-KSB for the year ended December 31, 1999, prior to the filing of a post
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.
(F) Any statement contained in a 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
L. Van Stillman, Esq., prepared our Form S-8 filed with the Securities
and Exchange Commission on September 28, 2000 and incorporated into this
Prospectus by reference. Mr. Stillman received 150,000 Shares of our Common
Stock pursuant to the Form S-8 filed on September 28, 2000 as legal fees.
Item 6. Indemnification of Directors and Officers
Under the Nevada Business Associations Act (the "Business Association
Act") Title 7, Chapter 78, directors of the Company will be liable to the
Company or its shareholders for (a) the amount of a financial benefit received
by the director to which the director is not entitled; (b) an intentional
infliction of harm on the Company or its shareholders; (c) certain unlawful
distributions to shareholders; and (d) an intentional violation of criminal law.
These provisions do not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care.
The Company's Articles require the Company to indemnify each director
and officer of the Company and his or her respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in connection
with any action, suit, or proceeding to which he or she may be made a party by
reason of the fact that he or she is or was a director or officer of the
Company, to the full extent permitted by the laws of the state of Nevada now
existing or as such laws may hereafter be amended. The expenses of officers and
directors incurred in defending a civil or criminal action, suit, or proceeding
shall be paid by the Company as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the Company.
The Company may, at the discretion of the Board of Directors, indemnify
any person who is or was a party or is threatened to be made party to any
threatened, pending, or completed action or suit by or in the right of the
Company
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to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another company, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense or settlement of the action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such a person shall have been adjudged to be liable to the Company, unless
and only to the extent that the court in which the action or suit was brought
shall determine on the application that despite the adjudication of liability
but in the view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as to the court deems proper.
The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any Director, Officer, Agent or employee whether or not
the Company would have the power to indemnify such person against the liability
insured against. The inclusion of provisions limiting liability of the
Registrant's officers and directors may have the effect of reducing the
likelihood of derivative litigation against the officers and directors and may
discourage or deter stockholders or management from bringing a lawsuit against
the officers and directors for breach of their duty of care, even though such an
action, if successful, might otherwise have benefitted the Registrant and its
stockholders.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
Item 9. Undertakings
The undersigned Registrant 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:
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events 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 additional or changed 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 or Form S-8 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 13(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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
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public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, CANADA on October
17, 2000.
INTERNET MULTI-MEDIA CORPORATION
Dated: October 17, 2000 By: /s/ Reno J. Calabrigo
-------------------------------
Reno J. Calabrigo
CEO and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Dated: October 17, 2000 By: /s/ Reno J. Calabrigo
--------------------------------
Reno J. Calabrigo, Chief
Executive Officer and
Director, Principal Executive
Officer
Dated: October 17, 2000 By: /s/ Stefano Zorzi
--------------------------------
Stefano Zorzi, Director
Dated: October 17, 2000 By: /s/ Cornelia Patterson
--------------------------------
Cornelia Patterson, Secretary
Dated: October 17, 2000 By: /s/ Tom Knowles
--------------------------------
Tom Knowles, President,
Treasurer and Director
Dated: October 17, 2000 By: /s/ Sandy Winick
--------------------------------
Sandy Winick, Chief Financial
Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Regulation S-B
Exhibit Number DESCRIPTION
--------------- -----------
<S> <C>
(3)(I)(a) Restated and Amended Articles of Incorporation dated
November 3, 1994 (1)
(3)(I)(b) Certificate of Amendment to Articles of Incorporation
dated November 29, 1997 (1)
(3)(I)(c) Certificate of Reinstatement dated January 25, 2000 (1)
(3)(ii)(a) ByLaws (1)
(5) Opinion of Counsel
(21) Subsidiaries of the Registrant
(23) (a) Consent of CPA
(23) (b) Consent of Counsel
(27) Financial Data Schedule (2)
</TABLE>
-------------------
(1) Incorporated by reference from Registrant's Form 10-SB Registration
Statement as filed on February 2, 2000.
(2) Incorporated by reference from Registrant's Form 10-QSB for the quarter
ended June 30 30, 2000.
29
