As filed with the Securities and Exchange Commission on March 31,1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COUNTRY WORLD CASINOS, INC.
(Exact name of issuer as specified in its charter)
Nevada 13-3140389
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Monument Road, Bala Cynwyd, Pennsylvania 19004
(Address of Principal Executive Offices) (Zip Code)
Legal Services Agreement
(Full title of the Plan)
Larry S. Berman, Chairman of the Board
Country World Casinos, Inc.
200 Monument Road, Suite 10
Bala Cynwyd, PA 19004
(Name and address of agent for service)
(610) 617-9990
(Telephone number, including area code of agent for service)
copies to:
Sommer & Schneider LLP
600 Old Country Road, Suite 535
Garden City, NY 11530
(516) 228-8181
Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price
fee(1)
Common Stock,
$0.001 par value 850,000 $0.115 $97,750 $28.84
(1) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the
average of the last price per share of the Registrant's Common Stock on March
30, 1998, a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by the OTC Bulletin Board.
Documents Incorporated by Reference X Yes No
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PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997; and
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997; and
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1997; and
(d) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining in the Registration Statement and to be part thereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the shares being registered
herein will be passed upon for the Company by the Law Offices of Sommer &
Schneider LLP, 600 Old Country Road, Suite 535, Garden City, NY 11530. Upon
the effectiveness, Mr. Herbert H. Sommer will own 425,000 shares of the
Company's common stock ("Common Stock") and Mr. Joel C. Schneider, a partner
in the firm will own 425,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-laws of the Company provide
that the Company shall indemnify to the fullest permitted by Nevada law any
person whom it may indemnify thereunder, including directors, officers,
employees and agents of the Company. Such indemnification (other than as
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ordered by a court) shall be made by the Company only upon a
determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Company. Advances for such indemnification may be
made pending such determination. Such determination shall be made by a
majority vote of a quorum consisting of disinterested directors, or by
independent legal counsel or by the stockholders. In addition, the
Certificate of Incorporation provides for the elimination, to the extent
permitted by Nevada law, of personal liability of directors to the Company and
its stockholders for monetary damages for breach of fiduciary duty as
directors.
The Company has obtained a directors and officers insurance and
company reimbursement policy. The policy insures directors and officers
against unindemnified loss arising from certain wrongful acts in their
capacities and reimburse the Company for such loss for which the Company has
lawfully indemnified the directors of officers.
The Company has also agreed to indemnify each director and executive
officer pursuant to an Indemnification Agreement with each such director and
executive officer from and against any and all expenses, losses, claims,
damages and liability incurred by such director or executive officer for or as
a result of action taken or not taken while such director or executive officer
was acting in his capacity as a director, officer, employee or agent of the
Company. The obligations of the Company for indemnification is limited to the
extent provided in the business and corporation laws of the State of Nevada
and is also limited in situations where, among others, the indemnitee is
deliberately dishonest, gains any profit or advantage to which he is not
legally entitled or is otherwise indemnified.
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 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
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 of
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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
NUMBER Description
5 and 24 Combined Opinion and Consent of Sommer & Schneider LLP
24.1 Consent of Moore Stephens, P.C.
99 Retainer Agreement between Country World Casinos, Inc. and Sommer &
Schneider LLP dated March 9, 1998
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) 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
(c) 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 (1)(a) and (1)(b) 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 this paragraphs is contained
in periodic reports filed 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.
(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.
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(4) 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Item 310(b) of
Registration S-B is not set forth in the prospectus, to deliver, or cause
to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the
registrant's annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in which case
the registration shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the annual report of the
registrant for the preceding fiscal year may be so delivered, but within
such 120-day period the annual report for the last fiscal year will be
furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating
in the Plans who do not otherwise receive such material as stockholders of
the registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
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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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bala Cynwyd, Pennsylvania, on March
12, 1998.
COUNTRY WORLD CASINOS, INC.
/s/ Larry Berman
Larry Berman, Chairman and CEO
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.
Signatures Date
/s/ Larry Berman March 12, 1998
Larry Berman
Chairman and Chief Executive Officer
March 12, 1998
Roger D. Leclerc
President and Director
/s/ William H. Patrowicz March 12, 1998
William H. Patrowicz
Secretary, Treasurer and Director
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SOMMER & SCHNEIDER LLP
600 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
March 6, 1998
FACSIMILE, ORIGINAL BY MAIL
(610) 617-0405
Country World Casinos, Inc.
200 Monument Road, Suite 10
Bala Cynwyd, PA 19004
Att: Mr. William Patrowicz, Secretary and Treasurer
Re: Retainer Agreement
Dear Mr. Patrowicz:
This letter confirms the agreement of Country World Casinos, Inc. and its
related entities and subsidiaries (collectively, the "Company") to settle past
due obligations of the firm and to retain this firm on an ongoing basis to
provide certain recurring legal services described below.
1. OUTSTANDING OBLIGATIONS.
Presently the Company owes the firm $25,000 for services performed in
connection with the aborted Pacific Genesis Offering and $3,262.65 in
connection with certain expenses related to representing the Company during
the past six months for an aggregate of $28,262.65. As full settlement of
these outstanding obligations, the Company will issue to the firm or
individually to its partners an aggregate of 250,000 shares of the Company's
common stock. These shares will be issued upon the effective date of a Form
S-8 Registration Statement ("S-8"). The Company agrees to complete the S-8
with the firm's assistance by March 5, 1998.
2. MONTHLY RETAINER.
The Company will pay us a monthly retainer fee of $7,500 effective as of
March 1, 1998, which will be applied toward the legal services described more
specifically in paragraph 3 to be rendered during the following month. Such
retainer shall include all out-of-pocket expenses. The Company understands
and agrees that this monthly retainer fee represents 1/12th of the estimated
legal fees (based on our established hourly rates) that the Company would
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incur for such services to be provided during an entire year, consisting
primarily of an ordinary cycle of periodic filing with the Securities and
Exchange Commission and related matters, and that this arrangement requires us
to allocate resources to the Company's account and possibly to forego the
representation of other clients in order to be available to serve the
Company's recurring need for these legal services. Accordingly, the Company
agrees that:
(a) the monthly retainer fee of $7,500 will be paid within the first 5
business days of each month, however, in the event the Company elects to
pay us in common stock, in the manner described above in paragraph 1, the
Company may issue the firm the equivalent of 6 months of fees ($45,000) in
the Company's common stock or aggregate of 600,000 additional shares which
shares will be issued in accordance with Paragraph 1 above.
(b) no portion of the retainer fee will be refunded to the Company;
(c) in the event the Company terminates our relationship before August 31,
1998, the Company agrees that our fees for legal services will be the
greater of the sum of the monthly retainer fees billed during the months
in which we actually provided legal services to the Company or the full
amount of our attorney's normal hourly charges to the date of such
termination; and
(d) if at any time it appears that the proper performance of the services
covered by the retainer fee requires us to devote substantially more time
than the retainer fee covers at our established hourly rates, then we will
have the right to renegotiate the amount of the retainer fee on a
prospective basis. We will provide the Company a monthly report of actual
time spent on its matters.
3. SERVICES COVERED BY THE RETAINER.
The following services will be performed for the Company and, subject to
paragraph 2(d) above, or our subsequent agreement to the contrary, the agreed
fee for these services will be the retainer fee:
(a) Review, preparation and filing of proxy statements and regular periodic
reports (Forms 10-KSB and 10-QSB) with the Securities and Exchange
commission and the preparation and filing of reports on Form 8-K other
than with respect to the acquisition or disposition of assets or other
extraordinary transactions;
(b) Preparation of consents or minutes for the annual meetings of
directors and shareholders and the appointment of officers;
(c) Routine opinions concerning the transfer of the Company's securities;
(d) Development and implementation of a compliance program for Section 16
of the Exchange Act; and
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(e) Occasional brief telephone consultations concerning procedures and
requirements under federal and state securities laws, ordinary business
and commercial credit (but not material financing) transactions,
shareholder relations and general corporate activities.
We wish to encourage you to consult with us by telephone whenever a
question of a legal nature arises without concern that the Company will incur
liability for additional legal fees and thus will try to include such
consultations within the retainer fee to the greatest extent reasonably
possible.
4. SERVICES NOT COVERED BY THE RETAINER AND SUBJECT TO HOURLY BILLING.
Unless we agree in writing to the contrary, we will bill you for all
services which are not set forth in paragraph 3 in accordance with our
customary billing practices. Although it is impossible to describe each type
of service which will not be covered by the retainer fee, the following
examples are illustrative:
(a) Business combinations, reorganizations or acquisitions or dispositions
of assets;
(b) Public or private offerings of securities, significant bank credit
facilities and other material financing transactions;
(c) Litigation or arbitration;
(d) Tax advice;
(e) Implementation or revision of employee benefit plans;
(f) Extraordinary shareholders' meetings; and
(g) Delivery of written legal opinions, except as set forth in paragraph
3(c) above.
It is understood that initial consultations regarding the matters
described in this paragraph 4 will be considered covered by the retainer fee
unless and until we must devote substantial time and attention to the matter
in the form of meetings, legal research or the preparation or review of
substantive legal documents such as memoranda, letters of intent, agreement or
pleadings.
5. BILLING.
We will bill the Company monthly for our fees, if any, and expenses and,
except as otherwise set forth herein, payment will be made by the Company
within 30 days after receipt of our bills. Payments received will first be
applied to legal fees and then to expenses. Amounts past due more than 60
days will incur a late charge of 1% per month of the total balance.
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6. LOCK-UP.
We agree not to sell any of the shares to be issued to us in accordance
with this Retainer Agreement until April 15, 1998.
7. ATTORNEYS.
The undersigned will be the partner principally responsible for the
Company's work and will supervise the work of the attorneys who work on the
Company's matters. We may also retain other attorneys to assist us in
rendering services to the Company whenever we determine, after consultation
with you, that another attorney's experience and skills are necessary or
desirable in order to provide effective legal representation to the Company.
The work of any attorney retained by us will be subject to our overall
direction and supervision. We will remain legally responsible for the work of
any attorney retained by us and will include the fees and expenses incurred by
any such attorney in our bills.
Please call me if you have any questions about the terms of this letter
agreement. If the terms of this letter agreement are acceptable to you,
please signify the Company's agreement to
retain this firm on those terms by signing the enclosed copy of this letter in
the space provided below and returning it to me. We are pleased to have the
opportunity to be of service to the Company and look forward to working with
you.
Very truly yours,
/s/ Joel C. Schneider
Joel C. Schneider
JCS/md
Enclosure
ACCEPTED AND AGREED TO:
COUNTRY WORLD CASINOS, INC.
By: /s/ William Patrowicz
William Patrowicz
Secretary and Treasurer
Dated: March 6, 1998
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SOMMER & SCHNEIDER LLP
600 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
March 12, 1998
Combined Opinion and Consent
Country World Casinos, Inc.
200 Monument Road, Suite 10
Bala Cynwyd, PA 19004
Re: Country World Casinos, Inc.
Gentlemen:
We have acted as counsel to Country World Casinos, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 as amended (the "Act") of the Company's Registration
Statement on Form S-8, filed contemporaneously with the Commission relating to
the registration under the Act of 850,000 shares (the "Shares") of the
Company's Common Stock, no par value (the "Common Stock").
In rendering this opinion, we have reviewed the Registration Statement on
Form S-8, as well as a copy of the Certificate of Incorporation of the
Company, as amended, and the By-Laws of the Company. We have also reviewed
such statutes and judicial precedents as we have deemed relevant and necessary
as a basis for the opinion hereinafter expressed. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity with, the original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of such
copies.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Nevada;
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(2) The Shares when issued in connection with the Retainer Agreement, will
be legally issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Law and the
Constitution of the State of Nevada and we express no opinion with respect to
the laws of any other jurisdiction. We consent to your filing this opinion
with the Securities and Exchange Commission as an exhibit to the Registration
Statement on Form S-8. This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our prior written consent.
Very truly yours,
/s/ Joel C. Schneider
Joel C. Schneider
JCS/md
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CONSENT OF INDEPENDENT AUDITORS
Country World Casinos, Inc.
Bala Cynwyd, Pennsylvania
We have issued our report dated October 10, 1997, relating to the
financial statements of Country World Casinos, Inc. for the year ended June
30, 1997, appearing in the Company's Annual Report on Form 10-KSB. Such
report has been incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in this Registration Statement on
Form S-8 of the aforementioned reports.
/s/ Moore Stephens, P.C.
MOORE STEPHENS, P.C.
Certified Public Accountants
Cranford, New Jersey
March 12, 1998
