As Filed with the Securities and Exchange Commission on
May 9, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRST ENTERTAINMENT. INC.
(Exact name of Issuer as specified in its charter)
COLORADO 84-0974303
(State or other jurisdiction of (I.R.S. Employer
incorporation or jurisdiction) Identification No.)
1380 Lawrence Suite 1400. Denver Colorado 80204
(Address of principal executive office) (Zip Code)
FIRST ENTERTAINMENT STOCK AND SERVICES COMPENSATION PLAN
(Full title of plan)
A.B. Goldberg
1380 Lawrence, Suite 1400
Denver, Colorado 80204
(303) 592-1235
(Name, address, including zip code, and telephone
number, including area code, of agent for service of
process)
The Commission is requested to send copies of all
communications and notes to:
David J. Wagner, Esq.
David Wagner & Associates, P.C.
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
(303) 793-0304
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount Of
Securities To Be Maximum Maximum Registration
To Be Registered Offering Aggregate Fee
Registered Price Offering
Per Share (1) Price (1)
- ------------------------------------------------------------
COMMON
SHARES 1,000,000 $0.50 $500,000 $176.25
$0.008 SHARES
par value
OPTIONS TO
PURCHASE 1,000,000 -O- -O- -O-
COMMON SHARES
TOTAL $176.25
- -----------------------------------------------------------
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information
concerning the First Entertainment Stock and Services
Compensation Plan dated May 1, 1996 (the "Plan") required by
Item 1 of Form S-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the statement of
availability of registrant information, employee benefit
plan annual reports and other information required by Item 2
of Form S-8 will be sent or given to participants as
specified in Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement
on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424.
First Entertainment, Inc., a Colorado corporation (the
"Registrant" or the "Company"), will maintain a file of such
documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or
its staff a copy or copies of all of the documents included
in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the
Company with the Securities and Exchange Commission, are
hereby incorporated by reference into this Prospectus:
a. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; and
b. The description of the common stock,
par value $0.008 per share (the "Common
Stock")of the Company as contained in Exhibits to Item 14
of the Company's Annual Report on Form 10K for
the fiscal year ended December 31, 1993, file
No. 0- 15435.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be
deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of
such documents.
Any statement contained in this Registration
Statement, in a supplement to this Registration Statement or
in a document 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 subsequently filed supplement to
this Registration Statement or in any document that is
subsequently 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.
Item 4. Description of Securities.
Not applicable. See Item 3(d) above.
Item 5. Interests of Named Experts and Counsel.
David Wagner & Associates, P.C., Attorneys at Law,
special securities counsel to the Registrant for the purpose
of this Registration Statement, and whose opinion as to the
legality of the issuance of the Shares hereunder is attached
hereto as Exhibit 5, have been allocated, for past services
and pursuant to the Plan, a total of 50,000 shares, which
have been registered in this Plan.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation authorize the
Board of Directors, on behalf of the Company and without
shareholder action, to exercise all of the Company's powers
of indemnification to the maximum extent permitted under the
applicable statute. Title 7 of the Colorado Revised
Statutes, 1986 Replacement Volume ("CRS"), as amended,
permits the Company to indemnify its directors, officers,
employees, fiduciaries, and agents as follows:
Section 7-109-102 of CRS permits a corporation to
indemnify such persons for reasonable expenses in defending
against liability incurred in any legal proceeding if:
(a) The person conducted himself or herself in good
faith;
(b) The person reasonably believed:
(1) In the case of conduct in an official
capacity with the corporation, that his or her conduct was
in the corporation's best interests; and
(2) In all other cases, that his or her conduct
was at least not opposed to the corporation's best
interests; and
(c) In the case of any criminal proceeding, the person
had no reasonable cause to believe that his or her conduct
was unlawful.
A corporation may not indemnify such person under this
Section 7-109-102 of CRS:
(a) In connection with a proceeding by or in the right
of the corporation in which such person was adjudged liable
to the corporation; or
(b) In connection with any other proceeding charging
that such person derived an improper benefit, whether or not
involving action in an official capacity, in which
proceeding such person was adjudged liable on the basis that
he or she derived an improper personal benefit.
Unless limited by the Articles of Incorporation, and
there are not such limitations with respect to the Company,
Section 7-109-103 of CRS requires that the corporation shall
indemnify such a person against reasonable expenses who was
wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party
because. of his status with the corporation.
Under Section 7-109-104 of CRS, the corporation may
pay reasonable fees in advance of final disposition of the
proceeding if:
(a) Such person furnishes to the corporation a written
affirmation of the such person's good faith belief that he
or she has met the Standard of Conduct described in Section
7-109-102 of CRS;
(b) Such person furnishes the corporation a written
undertaking, executed personally or on person's behalf, to
repay the advance if it is ultimately determined that he or
she did not meet the Standard of Conduct in Section 7-109-
102 of CRS; and
(c) A determination is made that the facts then known
to those making the determination would not preclude
indemnification.
Under Section 7-109-106 of CRS, a corporation may not
indemnify such person, including advanced payments, unless
authorized in the specific case after a determination has
been made that indemnification of such person is permissible
in the circumstances because he met the Standard of Conduct
under Section 7-109-102 of CRS and such person has made the
specific affirmation and undertaking required under the
statute. The required determinations are to be made by a
majority vote of a quorum of the Board of Directors,
utilizing only directors who are not parties to the
proceeding. If a quorum cannot be obtained, the
determination can be made by a majority vote of a committee
of the Board, which consists of at least two directors who
are not parties to the proceeding. If neither a quorum of
the Board nor a committee of the Board can be established,
then the determination can be made either by the
Shareholders or by independent legal counsel selected by
majority vote of the Board of Directors.
The corporation is required by Section 7-109-110 of
CRS to notify the shareholders in writing of any
indemnification of a director with or before notice of the
next shareholders' meeting.
Under Section 7-109-105 of CRS, such person may apply
to any court of competent jurisdiction for a determination
that such person is entitled under the statute to be
indemnified from reasonable expenses.
Under Section 7-107(1)(c) of CRS, a corporation may
also indemnify and advance expenses to an officer, employee,
fiduciary, or agent who is not a director to a greater
extent than the foregoing indemnification provisions, if not
inconsistent with public policy, and if provided for in the
corporation's bylaw, general or specific action of the Board
of Directors, or shareholders, or contract.
Section 7-109-108 of CRS permits the corporation to
purchase and maintain insurance to pay for any
indemnification of reasonable expenses as discussed herein.
The indemnification discussed herein shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled under the Articles of
Incorporation, any Bylaw, agreement, vote of shareholders,
or disinterested directors, or otherwise, and any procedure
provided for by any of the foregoing, both as to action in
his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of heirs, executors, and
administrators of such a person.
Insofar as indemnification for liabilities 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 expense 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 public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
(Asterisk (*) indicates exhibits incorporated by
reference herein.)
Exhibit
Number Description
3.1* Articles of Incorporation of the Company
(incorporated by reference to the Exhibits
in Item 14 of the Company's Form 10K
Annual Report for the fiscal year ended
December 31, 1993, filed with the Commission
file no. 0-15435).
3.2* Bylaws of the Company(incorporated by reference
to the Exhibits in Item 14 of the Company's
Form 10K Annual Report, filed for the fiscal
year ended December 31, 1993, filed with the
Commission, file no 0-15435).
4.1 First Entertainment Stock and Services
Compensation Plan, dated May 1, 1996.
5 Opinion of Counsel, David Wagner &
Associates, P.C.
24.1 Consents of BDO Seidman, LLP and Mitchell
Finley & Company, P.C., CPA's.
24.2 Consent of David Wagner & Associates, P.C.
(Included in Exhibit 5).
Item 9. Undertakings
1. The Registrant hereby undertakes:
(a) To file, during any period in which
offers or sales are being made, a post-effective amendment
to this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(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 formation set forth in
the registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
(b) 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 bonafide offering thereof.
(c) 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.
2. The 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 Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be in the
initial bona fide offering thereof.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE Securities ACT OF 1933
FIRST ENTERTAINMENT. INC.
(Exact name of Issuer as specified in its charter)
EXHIBITS
EXHIBIT INDEX
[Asterisk (*) indicates exhibits incorporated by reference
herein.]
Exhibit
Number Description
3.1 * Articles of corporation of the Company
(incorporated by reference to the Exhibits in
Item 14 of the Company's Form 10K Annual Report
for the fiscal year ended December 31, 1993,
filed with the Commission, file no. 0-15435).
3.2* Bylaws of the Company (incorporated by reference
to the Exhibits in Item 14 of the Company's Form
10K Annual Report, filed for the fiscal year
ended December 31, 1993, filed with the
Commission, file no. 0-15435).
4.1 First Entertainment Stock and Services
Compensation Plan, dated May 1, 1996.
5 Opinion of Counsel, David Wagner & Associates,
P.C.
24.1 Consents of BDO Seidman, LLP, and Mitchell
Finley & Company P.C.,CPA's.
Consent of David Wagner & Associates, P.C.
(Included in Exhibit 5).
24.2 Consent of David Wagner & Associates, P.C.
(Included in Exhibit 5).
EXHIBIT 3.1 *
Articles of Incorporation of the Company (incorporated
by reference to the Exhibits in Item 14 of the Company's
Form 1-K Annual Report for the fiscal year ended December
31, 1995, filed with the Commission, file No. 0-15435).
EXHIBIT 3.2*
Bylaws of the Company (incorporated by reference to the
Exhibits in Items 14 of the Company's Form 10K Annual
Report, filed for the fiscal year ended December 31, 1995,
filed with the Commission, file No. 0-15435).
EXHIBIT 4.1
First Entertainment Stock and Services Compensation Plan,
Dated May 1, 1996.
FIRST ENTERTAINMENT STOCK AND SERVICES COMPENSATION PLAN
THIS STOCK AND SERVICES COMPENSATION PLAN is adopted
this 1st day of May, 1996, by FIRST ENTERTAINMENT, INC., a
Colorado corporation with its principal place of business
being located at 1380 Lawrence Street, Suite 1400, Denver,
Colorado 80204.
WITNESSETH:
WHEREAS, the Board of Directors of First Entertainment,
Inc., (the "Company") has determined that it would be to its
advantage, and in its best interests, to grant certain
consultants and advisors, as well as certain employees the
opportunity to purchase stock in the Company as a result of
compensation for their service; and
WHEREAS, the Board of Directors (the "Board") believes
that the Company can best obtain advantageous benefits by
issuing stock and/ or granting stock options to designated
such designated individuals from time to time, although
these options are not to be granted pursuant to Section 422A
and related sections of the Internal Revenue Code as
amended;
NOW THEREFORE, the Board adopts this as the First
Entertainment Services Stock Compensation Plan (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is May 1, 1996, which
is the day the Plan was adopted by the Board. The Plan will
terminate on the earlier of the date of the grant of the
final option for last common stock allocated under the Plan
or ten years from the date thereof, whichever is earlier,
and no options will be granted thereafter pursuant to this
Plan.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which
may adopt such rules and regulations for its administration
as it may deem necessary or appropriate, or may be
administered by a Compensation Committee to be appointed by
the Board, to have such composition and duties as the Board
may from time to time determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
3.01 Subject to the provisions of the Plan, the
Board, or its designee, shall determine and designate, from
time to time those consultants, advisors, and employees of
the Company, or consultants, advisors, and employees of a
parent or subsidiary corporation of the Company, to whom
shares are to be issued and/ or options are to be granted
hereunder and the number of shares to be optioned from time
to time to any individual or entity. In determining the
eligibility of an individual or entity to receive shares or
an option, as well as in determining the number of shares to
be issued and/or optioned to any individual or entity, the
Board, or its designee, shall consider the nature and value
to the Company for the services which have been rendered to
the Company and such other factors as the Board, or its
designee, may deem relevant.
3.02 To be eligible to be selected to receive an
option, an individual must be a consultant, advisor or an
employee of the Company or a consultant, advisor, or an
employee of a parent or subsidiary Corporation of the
Company. The grant of each option shall be confirmed by a
Stock Option Agreement which shall be executed by the
Company and the optionee as promptly as practicable after
such grant. More than one option may be granted to an
individual or entity. Shares shall be issued directly to
such entities.
3.03 An option be granted to any individual or
entity eligible hereunder, regardless of his previous
stockholdings.
3.04 The option price (determined as of the time
the option is granted) of the stock for which any person may
be granted options under this Plan (and all other plans of
the Company) may be increased or reduced by the Board, or
its designee, from time to time.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
4.01. The Board, prior to the time shall
reserve for the purposes of the Plan a total of One Million
(1,000,000) of the authorized but unissued shares of common
shares of the Company, provided that any shares as to which
an option granted under the Plan remains unexercised at the
expiration thereof may be the subject of the grant of
further options under the Plan within the limits and under
the terms set forth in Article 3.00 hereof.
5.00 PRICE OF COMMON SHARES
5.01. The initial and standard price per share
of common stock to be issued directly or by option shall be
$0.50 per share but may be changed in each case by the
Board, or its designee, from time to time. If the share
price is changed, the Board, or its designee, shall
determine the share price no later than the date of the
issuance of the shares and/ or the grant of the option and
at such other times as the Board, or its designee, deems
necessary. The Board shall have absolute final discretion
to determine the price of the common stock under the Plan.
In the absence of such specific determination, the share
price will be $0.50 per share.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to an person may
be exercisable at such person's discretion while there is
outstanding any other stock option previously granted to
such person, whether under this Plan or any other stock
option plan of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01. Options granted under this Plan shall
expire on the first to occur of the following dates whether
or not exercisable on such dates: (i) five (5) years from
the date the option is initially granted; (ii) six (6)
months from the date the person ceases employment due to
permanent and total disability; (iii) the date of
termination of employment for reasons other than retirement,
permanent and total disability or death, unless the Board
determines, in its sole discretion, that it would be in the
best interest of the Company to extend the options for a
period not to exceed three (3) years; or (iv) three (3)
months from the date the employee retires with permission of
the Board.
7.02. Notwithstanding Section 7.01, any portion
of any option which has not become exercisable pursuant to
Section 7.03 prior to the death of the employee or
termination of employment shall expire on the employee's
date of death or termination date, if termination is for
reasons other than retirement or total and permanent
disability.
7.03. Any option granted under this Plan may be
immediately exercised by the holder thereof. Such an option
may be exercised in whole or in part at the time it becomes
exercisable or from time to time thereafter, until the
expiration of the option.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this
Plan exercises any portion of the option he shall pay the
full option price for the shares covered by the exercise of
that portion of his option within one (1) month after such
exercise. As soon as practicable, after the person notifies
the Company of the exercise of his option and makes payment
of the required option price, the Company shall issue such
shares to the person.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under
the plan shall be transferable or assignable, except to the
person's personal representative in the event of the
person's death, and except as provided in Section 9.02,
options granted hereunder are exercisable only by the person
during his life.
9.02 If an person dies holding outstanding
options issued pursuant to this Plan, his personal
representative shall have the right to exercise such options
only within one year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
If and to the extent that the number of issued
shares of common stock of the Company shall be increased or
reduced by change in par value, split-up reclassification,
distribution of a dividend payable in stock, or the like,
the number of shares subject to direct issuance or an option
held by a person and the option price per share shall be
proportionately adjusted. If the Company is reorganized or
consolidated or merged with another corporation, the person
shall be entitled to receive direct issuance or options
covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and
subject to the same conditions.
11.00 DISSOLUTION OR LIQUIDATION
Upon the dissolution or liquidation of the Company,
the options granted hereunder shall terminate and become
null and void, but the person shall have the right
immediately prior to such dissolution or liquidation to
exercise any options granted and exercisable hereunder to
the full extent not before exercised.
12.00 BINDING EFFECT
This Plan shall inure to the benefit of and be
binding upon the Company and its employees, and their
respective heirs, executors, administrators, successors and
assigns.
13.00 ADOPTION OF PLAN
This Plan has been duly adopted by the Board of
Directors of the Company on May 1, 1996.
14.00 NOTICES
Any notice to be given to the Company under the
terms of this plan shall be addressed to such address as is
set forth on the first page hereof.
IN WITNESS WHEREOF, the Company has caused this Plan to
be executed on its behalf by its President, to be sealed by
its corporate seal, and attested by its Secretary effective
the day and year first above written.
First Entertainment, Inc.
By A.B. Goldberg
----------------
A.B. Goldberg, President
ATTEST:
Cynthia Jones
- -------------
Cynthia Jones, Secretary
(SEAL)
EXHIBIT 5
Opinion of Counsel, David Wagner & Associates, P.C.
David Wagner & Associates, P.C.
Attorneys and Counselors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
May 7, 1996
Board of Directors
First Entertainment, Inc.
1380 Lawrence St. Suite 1400
Denver, CO 80204
Gentlemen:
Opinion of Counsel
- ------------------
We have acted as counsel to First Entertainment, Inc.
(the "Company")in connection with the preparation and filing
of a Registration Statement on Form S-8 (the "Registration
Statement") covering registration under the Securities Act
of 1933, as amended, of the 1,000,000 shares of the
Company's common stock, $.008 par value per share (the
"Shares") pursuant to the First Entertainment Stock and
Services Compensation Plan May 1, 1996, (the "Plan"). As
such, we have examined the Registration Statement, the
Company's Articles of Incorporation and Bylaws, as amended,
and minutes of meetings of its Board of Directors.
Based upon the foregoing, and assuming that Shares will
be issued as set forth in the Plan, and Registration
Statement, at a time when effective, and that there will be
full compliance with all applicable securities laws involved
under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and
regulations promulgated pursuant to said Acts, and in those
states in which the Shares may be sold, we are of the
opinion that, upon issuance of the Shares according the
Registration Statement and receipt of the consideration to
be paid for the Shares, the Shares will be validly issued,
fully paid and nonassessable shares of Common Stock of the
Company. This opinion does not cover any matters related to
any re-offer or re-sale of the Shares by the Plan
Beneficiary, once issued pursuant to the Plan as described
in the Registration Statement.
This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our
prior written consent. This opinion is based on our
knowledge or the law and facts as o the date hereof. We
assume no duty to communicate with the Company in respect to
any matter which comes to our attention hereafter.
Consent
- -------
We consent to the use of this opinion as an exhibit to
the Form S-8 Registration Statement and to the reference to
our firm in the Form S-8 Registration Statement.
Very truly yours,
David Wagner & Associates, P.C.
EXHIBIT 24.1
Consents of BDO Seidman, LLP and
Mitchell, Finley and Company, P.C.,CPA's
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of First Entertainment, Inc. on Form
S-8 of our report dated March 29, 1996, on our audit of the
consolidated financial statements of First Entertainment,
Inc. as of December, 31 1995 and for the year then ended
which report is included in the Annual Report on Form 10-
KSB.
BDO Seidman, LLP
Denver, Colorado
May 7, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of First Entertainment, Inc. on Form
S-8 of our report dated April 4, 1995 on our audit of the
consolidated financial statements of First Entertainment,
Inc. as of December 31, 1994 and for the year then ended
which report is included in the Annual Report on Form 10-
KSB.
Mitchell Finley and Company, P.C.
Denver, Colorado
May 7, 1996
EXHIBIT 24.2
Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
