As filed with the Securities and Exchange Commission on December__,1996.
Registration No. 333-16689
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM S-8
Registration Statement
Under
The Securities Act of 1933
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DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0269260
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(State of Incorporation) (IRS Employer Identification No.)
15840 Ventura Boulevard, Suite 310
Encino, California 91436
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(Address of principal executive offices)
Compensation Plan/
Consulting Agreements
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ARTHUR NEWBERGER
President
15840 Ventura Boulevard, Suite 310
Encino, California 91436
(818) 386-2323
(Name, address and telephone number of agent for service)
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Copy to:
William B. Barnett, Esq.
Law Offices of William B. Barnett
15233 Ventura Boulevard, Suite 1110
Sherman Oaks, California 91403
(818) 789-2688
Total sequentially numbered pages in this document: __
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Title of Maximum Maximum of
securities Amount Offering Aggregate Regis-
to be to be Price Per Offering tration
Registered Registered(1) Share (2) Price (2) Fee (3)
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Common Stock,
$.Ol
par value 1,000,000 $.40 $400,000 $149.00
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(1) Represents 1,000,000 shares of common stock to be issued
pursuant to the consulting agreements and compensation plan of
Registrant and includes re-offers of such shares.
(2) Estimated for the sole purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of
1933, as amended.
(3) Previously paid.
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Explanatory Note
----------------
This Registration Statement on Form S-8 relates to the
registration of 1,000,000 shares of the Company's Common Stock to
be issued from time to time to officers, consultants and advisors
for the Company. None of the shares will be issued to any
consultants and/or advisors who are broker/dealers, investment
bankers or financial public relations firms or who are associated,
either directly or indirectly, in any transactions relating to
capital raising.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporation by reference in this registration statement are
the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):
1. Digital Technologies Media Group, Inc.'s (the "Company") Form
8-K and Form 8-KA filed August 16, 1996 and October 17, 1996,
respectively, and Form 10-QSB for the quarter ended September 30,
1996 filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (File No. 0-9311).
3. All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15 (d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents. 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 incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed to constitute a part of this registration statement
except as so modified or replaced.
Item 4. Description of Securities.
The Company's authorized capital stock consists of 250,000,000
shares of Common Stock with $.01 par value of which 5,401,127
shares were issued and outstanding as of September 30, 1996, and
100,000,000 shares of Preferred Stock, $.01. par value, of which
none were issued and outstanding as of September 30, 1996.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of common stock to be issued
pursuant to this registration will be passed upon by the Law
Offices of William B. Barnett, Sherman 0aks, California. A total
of approximately 90,000 shares of common stock (less than .02%) of
the total issued and outstanding shares of common stock) are
beneficially owned by William B. Barnett, a principal of the firm.
Of such 90,000 shares, 75,000 shares are included in the shares
being registered hereby. In addition, Mr. Barnett may receive
additional shares under the registration statement.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
A corporation also may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation. However, in such an action by or on
behalf of a corporation, no indemnification may be made in respect
of any claim, issue or matter as to which the person is adjudged
liable to the corporation unless and only to the extent that the
court determines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
In addition, the indemnification provided by Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office.
Article Tenth of the Company's Certificate of Incorporation
provides that a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability
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(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. If the Delaware
General Corporation Law is hereafter amended to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8(a) Exhibits.
Exhibit
No. Description
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5.1 Opinion of Law Offices of William B.
Barnett, counsel to Company.
24.1 Consent of Law Offices of William B.
Barnett is contained in Exhibit 5.1.
24.2 Consent of Jay J. Shapiro, C.P.A.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include (i) any prospectus required by Section
10(a)(3) of the Securities Act, and to include (ii) 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 paragraph(1) does 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 that paragraph 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.
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(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; and
(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 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 bond 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 any 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 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 ground to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Amendment No. 1 to Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Encino, California on December 3, 1996.
DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
BY: /s/ Arthur Newberger
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Arthur Newberger
President
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 dates indicated.
Signature Title Date
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/s/ Arthur Newberger President December 3, 1996
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EXHIBIT INDEX
Exhibit
No. Description
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5.1 Opinion of Law Offices of William B.
Barnett, Counsel to Company.
24.1 Consent of Law Offices of William B.
Barnett is contained in Exhibit 5.1.
24.2 Consent of Jay J. Shapiro, C.P.A.
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Law Offices of
WILLIAM B. BARNETT EXHIBIT 5.1
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TRANSWORLD BANK PLAZA
of counsel 15233 VENTURA BOULEVARD, SUITE 1110
ELEANOR J. MIGNON SHERMAN OAKS. CALIFORNIA 91403
TELEPHONE (818)789-2888
FAX (818)789-2680
December 3, 1996
Digital Technologies Media Group, Inc.
15840 Ventura Boulevard, Suite 310
Encino, California 91436
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of the Amendment No. 1
to Registration Statement on Form S-8 relating to Consulting
Agreements/Compensation Plan to be filed with the Securities and
Exchange Commission on or about November 22, 1996 (the
"Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of One Million
(1,000,000) shares of the Common Stock, $.001 par value (the
"Stock"), which have been and/or may be granted under consulting
and/or advisor agreements with future consultants and/or advisors
for services rendered to Digital Technologies Media Group, Inc.
(the "Company") not in connection, directly or indirectly, in any
capital-raising transaction.
In rendering the following opinion, we have examined and relied
only upon the documents and certificates of officers and directors
of the Company as are specifically described below. In our
examination, we have assumed the genuineness of all signatures, the
authenticity, accuracy and completeness of the documents submitted
to us as originals, and the conformity with the original documents
of all documents submitted to us as copies. Our examination was
limited to the following documents and no others:
1. Restated Articles of Incorporation of the Company.
2. By-laws of the Company, as amended to date.
3. Resolutions adopted by the Board of Directors of the
Company authorizing the issuance of 634,500 shares of the
Stock and the issuance of 365,500 shares of the Stock in
the future to consultants and/or advisors for services
rendered in non-capital raising activities and
transactions.
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LAW OFFICES OF
WILLIAM B. BARNETT
Digital Technologies Media Group, Inc.
December 3, 1996
Page 2
4. The Amendment No. 1 to Form S-8 Registration statement.
We have not undertaken, and do not intend to undertake, any
independent investigation beyond such documents and records, or to
verify the adequacy or accuracy of such documents and records.
Based on the foregoing, it is our opinion that Stock to be issued,
subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, when issued upon the
completion of services rendered to the Company, will be duly and
validly authorized, fully-paid and non-assessable.
We express no opinion as to compliance with the securities or "blue
sky" laws of any state in which the Stock is proposed to be offered
and sold or as to the effect, if any, which noncompliance with such
laws might have on the validity of issuance of the Stock.
We hereby consent to the filing of this opinion as an exhibit to
any filing made with the Securities and Exchange Commission or
under any state or other jurisdictions' securities act for purposes
of registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the Stock in
connection with the offering described in the Registration
statement. Other than as provided in the preceding sentence, this
opinion (i) is addressed solely to you; (ii} may not be relied
upon by any other party; (iii) covers only matters of Delaware and
Federal law, and nothing in this opinion shall be deemed to apply
any opinion related to the laws of any other jurisdiction; (iv) may
not be quoted or reproduced or delivered by you to any other
person; and (v) may not be relied upon for any other purpose
whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set
forth above.
By giving you this opinion and consent, we do not admit that we are
an expert with respect to any part of the Registration Statement or
Prospectus within the meaning of the term "expert" as used in
Section 11 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this letter.
We disclaim any undertaking to advise you of changes which may be
brought to our attention after the effective date of the
Registration Statement.
Very truly yours,
LAW OFFICES OF WILLIAM B. BARNETT
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EXHIBIT 24.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Amendment
No. 1 to Registration Statement (Form S-8) pertaining to the
Digital Technologies Media Group, Inc. Compensation Plan/Consulting
Agreements of our report dated August 5,1996, with respect to the
consolidated financial statements of Digital Technologies Media
Group, Inc. included in its Form 8-KA filed with the Securities and
Exchange Commission on October 17, 1996.
/s/ Jay J. Shapiro
--------------------------
Jay J. Shapiro, C.P.A.
a professional corporation
Los Angeles, California
December 3, 1996
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