Filed with the Securities and Exchange Commission on October 4,
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
Identification No.)
incorporation or jurisdiction)
1380 Lawrence, Suite 1400, Denver, Colorado 80204
(Address of principal executive office) (Zip
Code)
FIRST ENTERTAINMENT SPECIAL 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 Per Share (1) Offering
Price (1)
- -----------------------------------------------------------------
COMMON SHARE S350,000 $0.50 $175,000 $100.00
$0.008
par value SHARES
OPTIONS TO
PURCHASE 350,000 -0- -0- -0-
COMMON SHARES
TOTAL $100.00
- -----------------------------------------------------------------
(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 Special Compensation Plan dated September
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 Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1996.
c. Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1996.
d. 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 35,000 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 (incorpo-
rated by reference to the Exhibits in Item 14 of
the Company's Form 10K Annual Report for
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 Special Compensation Plan,
dated September 1, 1996.
5 Opinion of Counsel, David Wagner & Associates,
P.C.
24.1 Consent of BDO Seidman, LLP, independent
Certified Public Accountants.
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
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
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
to the plan of distribution not previously
in the registration statement or any
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.
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 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 and County of Denver, State of Colorado, on this 4th
day of October, 1996.
FIRST ENTERTAINMENT, INC.
By A.B. Goldberg
A.B. Goldberg
Executive
and Financial Officer
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 dates indicated.
A MAJORITY OF THE BOARD OF DIRECTORS
Dated: October 9, 1996 By: Burton Katz
Burton Katz
Director
A.B. Goldberg
Director
Theodore Jacobs
Director
Dated: October 9, 1996 By: Nicholas Catalano
Nicholas Catalano
Director
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)
E X H I B I T S
EXHIBIT INDEX
[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 Special Compensation Plan, dated
September 1, 1996.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of BDO Seidman, LLP, independent Certified
Public Accountants.
24.2 Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
Exhibit 4.1
FIRST ENTERTAINMENT SPECIAL COMPENSATION PLAN
THIS SPECIAL COMPENSATION PLAN is adopted this 1st day of
September, 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 Special Compensation Plan (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is September 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 Three Hundred Fifty
Thousand (350,000) 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 $.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 September 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 Counsellors At Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
10/09/96
Board of Directors
First Entertainment, Inc.
1380 Lawrence Street
Suite #1400
Denver, Colorado 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 350,000 shares of the Company's common stock,
$0.008 par value per share (the "Shares") pursuant to the First
Entertainment Special Compensation Plan September 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 of the
law and facts as of 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
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
First Entertainment, Inc.
Denver, Colorado
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement of
our report dated March 29, 1996, relating to the consolidated
financial statements of First Entertainment, Inc. appearing in
the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
BDO Seidman, LLP
Denver, Colorado
October 3, 1996
September 24, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: First Entertainment , Inc. (A Colorado Corporation)
Gentlemen:
First Entertainment , Inc. (the Registrant), pursuant to Rule
437 under the Securities Act of 1993, hereby makes written
application to dispense with the written consent of Mitchell,
Finley & Company, P.C. (Mitchell) in connection with the
registration statement on Form S-8 attached hereto.
Mitchell audited the financial statements of the Registrant as of
and for the fiscal year ended December 31, 1994.
Effective January 1, 1996, Mitchell combined its practices with
BDO Seidman LLP. In addition, Mitchells license to practice
accountancy with Colorado Board expired on May 31, 1996.
Accordingly, the firm can no longer practice under the name
Mitchell, Finley & Company, P.C.
Please advise the undersigned immediately (1) if this application
under Rule 437 is granted and (2) whether the obligation to
furnish a letter from the former accountants as an exhibit to
Form 8-K will also be waived.
Sincerely,
A.B. Goldberg
A.B. Goldberg
Exhibit 24.2
Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5)
