SECURITIES AND EXCHANGE COMMISSION
FORM S-8
0
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEW SKY COMMUNICATIONS, INC. (formerly THOROUGHBREDS U.S.A., INC.)
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(Exact name of registrant as specified in its charter)
New York 2-98684-NY 16-1229730
(State of incorporation) (Commission file number) (I.R.S. Employer
identification no.)
720 Reynolds Arcade, 16 East Main Street, Rochester, New York 14614
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(Address of principal executive offices) (Zip Code)
Agreement Dated July 2, 1996 With Frank LaLoggia
(Full Title of Plan)
Registrant's telephone number, including area code: (716) 454-5490
Calculation of Registration Fee
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Proposed
Proposed maximum
Title maximum aggregate Amount of
of Securities Amount to be offering offering registration
to be registered registered price price fee
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Common 3,000,000 $0.015 $45,000.00 $15.52
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PART I
ITEM 1 -- Plan Information
The shares of the Company are being issued pursuant to an Agreement
dated July 2, 1996 between the Company and Frank LaLoggia and is compensation
for services rendered in the past thereunder. A copy of the Agreement is annexed
hereto as an exhibit. Disclosure of plan documentation and material information
is not applicable to this registration.
Item 2 -- Registrant and Employee Plan Information
Not Applicable.
PART II
Item 3 -- Incorporation of Documents By Reference
a. Registrant's last annual report filed on Form 10-K for the Year
Ended December 31, 1996.
b. Registrant's last quarterly report filed on Form 10-Q for the
Quarter Ended September 30, 1997.
c. Articles of Incorporation
d. By-Laws
Item 4 -- Description of Securities
The shares consist of Common stock of the Company. There is no other
class of stock of the Company. There are no special dividend rights, terms of
conversion, voting rights sinking fund provisions, right of redemption,
liquidation rights, preemption rights, liabilities of stockholders under state
law, restrictions on alienation, discriminatory provisions nor provisions of the
Articles of Incorporation or the By-Laws delaying or preventing a change of
control. The Company has three classes of Directors who when elected serve a
three year term.
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Item 5 -- Interests of Named Experts and Counsel
Counsel of the Company is Carl R. Reynolds, Esq. who is also the
sole director and President of the Company will receive no interest in this
registration.
Item 6 -- Indemnification of Directors and Officers
Article XI of the By-Laws of the Company indemnifies officers and
directors of the Company against actions brought against them in their capacity
as officer of director of the Company.
Item 7 -- Exemption From Registration Claimed
None
Item 8 -- Exhibits
a. Opinion of counsel annexed hereto
b. Determination by I.R.S. -- Not applicable
c. Agreement dated July 2, 1996 between the Company and Frank
LaLoggia.
Item 9 -- Undertakings
Registrant hereby undertakes to include material information with
respect to the Agreement of distribution not previously disclosed in the
registration statement or any material change to the registration statement and
incorporate by reference any Exchange Act document filed after the effective
date of the registration statement.
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 liability (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in a 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
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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.
SIGNATURES
The Registrant, Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe it
meets all of the requirements for filing on Form S-8 and has caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester, State of New York on January 6, 1998.
NEW SKY COMMUNICATIONS, INC.
(Registrant)
By: /s/ CARL R. REYNOLDS
Carl R. Reynolds, Presiden
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
(Signature) /s/ CARL R. REYNOLDS
(Title) President, Chief Financial Officer and Sole Director
(Date) January 6, 1998
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EXHIBIT INDEX
(1) Agreement dated July 2, 1996 between New Sky Communications, Inc. and Frank
LaLoggia.
(2) Opinion of Counsel
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AGREEMENT
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AGREEMENT made this 2nd day of July, 1996 by and between NEW SKY
COMMUNICATIONS, INC., with offices at 720 Reynolds Arcade, 16 East Main Street,
Rochester, New York 14614 and FRANK LALOGGIA, residing at 28970 Crags Drive,
Malibu Lake, California 91301.
WHEREAS New Sky has attempted to raise financing for feature films
entitled "THE GIANT", "SOMEWHERE IS CALLING" and "ARRIVEDERCI VENICE", both
jointly developed by New Sky and LaLoggia, for eight years and LaLoggia is
desirous of continuing to pursue development and financing for these films, and
WHEREAS LaLoggia has expended extensive monies and time in developing
and seeking financing for "THE GIANT", "ARRIVEDERCI VENICE" AND "SOMEWHERE IS
CALLING" without compensation, and
WHEREAS New Sky and LaLoggia jointly developed, with others, a feature
film project entitled "RESPECT YOUR GODFATHER", and
WHEREAS the parties desire to redefine their relationship and refocus
their efforts at developing film projects,
NOW, THEREFORE, the parties hereto agree as follows:
1. LaLoggia does hereby agree to render services to New Sky on a
nonexclusive basis as a consultant and New Sky does hereby agree to retain the
services of LaLoggia as a consultant for a term of three (3) years commencing
with the date of this Agreement.
2. The services to be rendered shall be such as are reasonably required
by the Board of Directors of New Sky from time to time, and shall include:
advice on financing, developing and producing film projects.
3. As compensation for such services as a consultant, New Sky shall pay
to LaLoggia an advance fee in the form of a grant of 3,000,000 common shares of
New Sky stock (NASDAQ trading symbol: NSKY), New Sky warrants and represents
that it will use its best efforts as soon as practicable after the issuance of
such shares to seek an S-8 registration of the shares with the Securities and
Exchange Commission; that such stock after such registration shall be free
trading and not subject to any liens, encumbrances or restrictions; that New Sky
is legally authorized to grant said shares and that the grant of such shares is
fully authorized by the Board of Directors of New Sky. It is understood by the
parties that the fee to LaLoggia herein is due, payable and earned upon
execution of this Agreement.
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4. As compensation for past services in developing and seeking
financing for the "THE GIANT", New Sky shall pay to LaLoggia a fee in the form
of a grant of an additional 3,000,000 common shares of New Sky stock (NASDAQ
trading symbol: NSKY). New Sky warrants and represents that it will use its best
efforts as soon as practicable after the issuance of such shares to seek an S-8
registration of the shares with the Securities and Exchange Commission; that
such stock after such registration shall be free trading and not subject to any
liens, encumbrances or restrictions; that New Sky is legally authorized to grant
said shares and that the grant of such shares is fully authorized by the Board
of Directors of New Sky.
5. New Sky is the owner of all right, title and interest in the film
"THE GIANT", subject to an agreement between the parties dated September 7,
1988, New Sky does hereby assign and transfer all such right, title an interest
in such film to LaLoggia subject to New Sky retaining the right to receive five
percent (5%) of the total budget of the film to a maximum of $750,000, if the
film is produced. In addition, New Sky retains and LaLoggia grants to New Sky,
the right to receive fifteen percent (15%) of 100% of LaLoggia's share of any
producer's profit, not including fees paid to him as producer. New Sky shall
also receive appropriate screen credit. If New Sky shall raise financing or
assist in producing the film, additional compensation, fees and profit
participation for such services may be negotiated between the parties. LaLoggia
agrees to not use Blue Rider Pictures, Inc. for raising financing or producing
any film property herein without participation by New Sky which, in such
eventuality, shall be negotiated between the parties.
6. New Sky is the owner of all right, title and interest in the film
projects "SOMEWHERE IS CALLING" and "ARRIVEDERCI VENICE". New Sky does hereby
assign and transfer all such right, title an interest in such films to LaLoggia
subject to New Sky retaining the right to receive Fifteen Thousand Dollars
($15,000) from the budget of each film, if the film is produced. In addition,
New Sky retains and LaLoggia grants to New Sky, the right to receive fifteen
percent (15%) of 100% of LaLoggia's share of any producer's profits, not
including fees paid to him as producer, from each film, New Sky shall also
receive appropriate screen credit. If New Sky shall raise financing or assist in
producing the film, additional compensation, fees and profit participation for
such services may be negotiated between the parties. LaLoggia agrees to not use
Blue Rider Pictures, Inc. for raising financing or producing any film property
herein without participation by New Sky which, in such eventuality, shall be
negotiated between the parties.
7. In consideration of the foregoing transfer of rights in "THE GIANT",
"SOMEWHERE IS CALLING" and "ARRIVEDERCI VENICE", LaLoggia does hereby transfer
and assign all of
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his right, title and interest in the film project "RESPECT YOUR GODFATHER" to
New Sky without reservation or limitation in perpetuity.
8. New Sky hereby appoints LaLoggia as exclusive sales agent and
licensor for other released films owned by New Sky, "FEAR NO EVIL"and "LADY IN
WHITE". As compensation for any sales he arranges, LaLoggia shall be entitled to
all advances received for exploitation of the film to a maximum of $100,000 for
each arranged deal and the parties shall thereafter split equally any remaining
receipts of the film received either as an advance or subsequent profits.
9. As additional compensation for securing a new production or
distribution deal for "THE GIANT", "SOMEWHERE IS CALLING", "ARRIVEDERCI VENICE",
"LADY IN WHITE", or "FEAR NO EVIL". New Sky shall pay to LaLoggia a fee in the
form of a grant of an additional 3,000,000 common shares of New Sky stock
(NASDAQ trading symbol: NSKY), when such deal is secured in writing. New Sky
warrants and represents that it will use its best efforts as soon as practicable
after the issuance of such shares to seek an S-8 registration of the shares with
the Securities and Exchange Commission; that such stock after such registration
shall be free trading and not subject to any liens, encumbrances or
restrictions; that New Sky is legally authorized to grant said shares and that
the grant of such shares is fully authorized by the Board of Directors of New
Sky.
10. All grant of rights in film properties to LaLoggia by New Sky by
this Agreement are solely to LaLoggia, or his loan-out company Babe's in L.A.,
Inc., for exploitation of the film rights herein granted and may be assignable
to licensees for the period of the license granted and to beneficiaries
designated in any will or trust established by LaLoggia, but shall be
nonassignable and nontransferable to any other person, entity or representative
for any other purpose, such as a bankruptcy trustee. Upon any such proposed
assignment or transfer, all right, title and interest in such film properties
owned by LaLoggia shall revert and transfer to New Sky, subject to all deal
terms, profit sharing arrangements and grant of rights set forth herein and/or
LaLoggia has previously negotiated.
11. LaLoggia agrees to not disclose in any manner or form any
information regarding the business of New Sky, its manner of operation, plans,
historical information or other data whether or not such information would be
deemed confidential or material, unless authorized by New Sky.
12. The parties agree that this Agreement shall supersede all prior
agreements between the parties relating to the same subject matters and that
LaLoggia has no other obligation to New Sky except as set forth in this
Agreement.
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13. The parties hereto agree that the Supreme Court of New York at
Rochester, New York or the Superior Court of California shall have exclusive
jurisdiction and be the sole convenient venues and forums to hear disputes
arising out of this Agreement.
14. The parties hereto do hereby mutually release and hold harmless
each other and the current and former officers and directors of New Sky from any
manner of claim, action or liability arising from any matter prior to the
execution of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement the day and
date first above written.
NEW SKY COMMUNICATIONS, INC.
SEAL By: /s/ CARL R. REYNOLDS
President
/s/ FRANK LALOGGIA
Frank LaLoggia
CARL R. REYNOLDS
ATTORNEY AND COUNSELLOR AT LAW
701 REYNOLDS ARCADE AREA CODE 716
16 EAST MAIN STREET TEL: 454-5490
ROCHESTER, NEW YORK 14614 FAX: 325-3687
January 6, 1998
New Sky Communications, Inc.
720 Reynolds Arcade
16 East Main Street
Rochester, New York 14614
RE: S-8 Registration Statement of 3,000,000 Common Shares of the Company
Pursuant to an Agreement dated July 2, 1996 between the Company and Frank
LaLoggia
Gentlemen:
My opinion has been requested as to whether the shares referred to above, of the
common stock of New Sky Communications, Inc., may be legally registered by the
Company.
I have been advised by the company that during the last twelve (12) months, the
company has filed all reports required to be filed by it under Section 13 or
Section 15(d) of the Securities Act of 1934.
It is my opinion that the shares to be issued pursuant to the Agreement dated
July 2, 1996 between the Company and Frank LaLoggia may be legally issued, that
the issuance of such shares and the Agreement have been duly authorized by the
Board of Directors of the Company and that upon issuance the shares will be
fully paid and non-assessable.
Very truly yours,
/s/ Carl R. Reynolds
CARL R. REYNOLDS
