SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRST ENTERTAINMENT HOLDING CORP.
(Exact name of Issuer as specified in its charter)
NEVADA 84-0974303
(State or other jurisdiction of (I.R.S. Employer
incorporation or jurisdiction) identification No.)
7887 E. Belleview Ave. Suite 1114 80111
Denver, Colorado (Zip Code)
(Address of principal executive office)
FIRST ENTERTAINMENT COMPENSATION PLAN-1999A
(Full title of plan)
(Name, address, including zip code, and telephone number, including area
code, of agent for service of process)
A.B. Goldberg
7887 E. Belleview Ave. Suite 114
Denver, Colorado 80111
(303) 228-1650
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
<TABLE>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
COMMON SHARES 500,000 $0.20 $100,000 $100.00
$0.008 par value
SHARES
OPTIONS TO PURCHASE 500,000 -0- -0- -0-
COMMON SHARES
TOTAL $100.00
</TABLE>
(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 Compensation Plan-1999A dated January 5, 1999 (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 Holding Corp., a
Nevada 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-KSB for the fiscal year ended
December 31, 1997; and
b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 1998.
c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1998.
d. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1998.
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.
The Registrant is registering common shares and options to purchase
common shares. The common shares are registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended. The Registrant is
also registering options. For a description of the options, see Exhibit
4.1 attached hereto.
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 75,000 shares,
which have been registered in this Plan.
Item 6. Indemnification of Directors and Officers.
Article Twelve of the Company's Articles of Incorporation authorizes the
Corporation to indemnify to the maximum extent permitted under Nevada
law.
The Nevada Private Corporations Act allows indemnification of directors,
officers, employees and agents of the Company, including the advancement
of expenses:
Section 78.751 of the Nevada Private Corporations Act provides:
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal,administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is
or was a director,officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonable incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue or matter as to which such
person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction, determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1. and 2., or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
4. Any indemnification under subsections 1. and 2., unless
ordered by a court or advanced pursuant to subsection 5, must be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:(a) By the stockholders, (b) By the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding
(c)If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; (d) If a quorum
consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a
written opinion.
5. The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit
or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles or incorporation, by-laws, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding such office, except that indemnification,
unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or knowing violation of the law and
was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors, and administrators of such a person.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Number Description
3.1 Articles of Incorporation of the Company *
3.2 Bylaws of the Company*
3.3 Articles of Merger Between the Company and
First Entertainment, Inc.*
4.1 First Entertainment Compensation Plan-1999A, dated
January 5, 1999.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of David Wagner & Associates, P.C. (Included
in Exhibit 5).
24.2 Consent of Gordon, Hughes & Banks, LLP, Independent
Certified Public Accountants.
24.3 Consent of BDO Seidman, LLP, Independent Certified
Public Accountants.
* Previously Filed
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.
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 day of January, 1999.
FIRST ENTERTAINMENT, INC.
By:
A.B. Goldberg
Principal 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: By:
A.B. Goldberg
Director
Dated: By:
William Rubin
Director
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FIRST ENTERTAINMENT HOLDING CORP.
(Exact name of Issuer as specified in its charter)
E X H I B I T S
EXHIBIT INDEX
Exhibit Number Description
3.1 Articles of Incorporation of the Company *
3.2 Bylaws of the Company *
3.3 Articles of Merger Between the Company and
First Entertainment, Inc. *
4.1 First Entertainment Compensation Plan-1999A,
dated January 5, 1999.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of David Wagner & Associates, P.C. (Included
in Exhibit 5).
24.2 Consent of Gordon, Hughes & Banks, LLP, independent
Certified Public Accountants.
24.3 Consent of BDO Seidman, LLP, independent Certified Public
Accountants
*Previously filed
Exhibit 4.1
First Entertainment Compensation Plan - 1999A
Dated January 5, 1999
FIRST ENTERTAINMENT COMPENSATION PLAN-1999A
THIS COMPENSATION PLAN-1999A is adopted this 5th day of January, 1999,
by FIRST ENTERTAINMENT HOLDING CORP., a Nevada corporation with its
principal place of business being located at 7887 E. Belleview Ave.
Suite 114,Denver, Colorado 80111
WITNESSETH:
WHEREAS, the Board of Directors of FIRST ENTERTAINMENT HOLDING CORP.,
(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 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
Compensation Plan-1999A (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is January 5, 1999, 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 may 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 Five Hundred Thousand (500,000) 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 $.20 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
$0.30 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 January 5, 1999.
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 HOLDING CORP.
By
A.B. Goldberg, President
ATTEST:
Wende Curtis, Secretary (SEAL)
Exhibit 5.0
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
January 15, 1999
Board of Directors
First Entertainment Holding Corp.
1999 Broadway
Suite #3135
Denver, CO 80202
Gentlemen:
We have acted as counsel to First Entertainment Holding Corp (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 1933, as amended, of the
subject shares of the Company's common stock, $.008 par value per share
(the "Shares").
Based upon the foregoing, and assuming that Shares will be issued as set
forth in the 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 duly
authorized, 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 beneficiary
thereof, once issued 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.
Very truly yours,
DAVID WAGNER & ASSOCIATES, P.C.
///Signed///
Exhibit 24.1
Consent of Issuer's Counsel
DAVID WAGNER & ASSOCIATES, P.C.
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
January 15, 1999
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus which is
made a part of the Registration Statement.
Very truly yours,
DAVID WAGNER & ASSOCIATES, P.C.
///Signed///
Exhibit No. 24.2
Consent of Independent Public Accountant
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
First Entertainment Holding Corp.
Denver, Colorado
We hereby consent to the incorporation by reference in the Registration
Statement of our report dated November 1, 1998 relating to the
consolidated financial statements of First Entertainment, Holding Corp.
appearing in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997.
Gordon, Hughes & Banks, LLP
///signed///
Denver, Colorado
January 15, 1999
Exhibit 24.3
Consent of BDO Seidman, LLP,
Independent Certified Public Accountants
CONSNET OF INDEOENDENT CERTIFIED PUBLIC ACCOUNTANTS
Stockholders and Board of Diectors
First Entetainment Holding Corp.
Denver, Colorado
We hereby consent to the incorporation by reference in this Regitration
Statemnt of First Entertainment Holding Corp on Form S-8 of our report
dated March 3, 1997 relating to the onsolidated financail statemnets
(which contained an explanatory paragraph relative to a going concern
uncertainty) appearing in the Annual Report on Form 10-KSB of First
Entertainment Holding Corp for the year ended December 31, 1996 which is
incorporated by reference in the Registration Statement and deemed to be a
part thereof.
/s/BDO Seidman, LLP
January 27, 1999
Denver, Colroado
