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 registrant as specified in its charter)
Nevada 84-0974303
(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
5495 Marion Street, Denver, Colorado 80216
(Address of Principal Executive Offices) (Zip Code)
FIRST ENTERTAINMENT HOLDING CORP.
COMPENSATION PLAN - 2000A
(Full titles of the plans)
Douglas R. Olson, President
First Entertainment Holding Corp.
5495 Marion Street
Denver, Colorado 80216
(Name and address of agent for service)
(303) 382-1500
(Telephone number, including area code, of agent for service)
Copy to:
Alan L. Talesnick, Esq.
Francis B. Barron, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303)830-1776
CALCULATION OF REGISTRATION FEE
<TABLE>
Title Of Amount To Be Proposed Maximum Proposed Maximum Amount Of
Securities To Registered Offering Price Aggregate Registration
Be Registered Per Unit Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, 1,300,000 shares $.50 (2) $650,000 $172
$.008 par value (1)
</TABLE>
(1) Consists of 1,300,000 shares issuable pursuant to the Company's
Compensation Plan - 2000A (the "Stock Plan").
(2) The Proposed Maximum Aggregate Offering Price was calculated
pursuant to Rule 457(h) using the average of the high and low reported
sales prices of the Company's common stock on the OTC Bulletin Board on
May 8, 2000 which is within five business days of the date of filing
(May 10, 2000) of this Registration Statement because options and
shares have not yet been granted under the Stock Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement relates to two separate
prospectuses.
Items 1 and 2 hereof, and the documents incorporated herein by
reference pursuant to Part II, Item 3 hereof, constitutes the first
prospectus relating to offers by us and our employees and consultants
of 1,300,000 shares of common stock to be issued pursuant to our
Compensation Plan-2000A (the "Stock Plan"). The second prospectus
relates to the re-offer or resale of any shares which are deemed to be
"control securities" or "restricted securities" under the Securities
Act of 1933, as amended. Our principal offices are located at 5495
Marion Street, Denver, Colorado 80216; telephone (303) 382-1500.
PROSPECTUS
Item 1. Plan Information
STOCK PLAN INFORMATION
We established the Stock Plan effective May 5,2000 to provide us
with flexibility and to conserve our cash resources in compensating
certain of our technical, administrative and professional employees
and consultants and to supplement prior stock option plans. The
issuance of shares under the Stock Plan is restricted to persons and
firms who are closely-related to us and who provide services in
connection with the development, production of our products or
otherwise in connection with our business. The Stock Plan authorizes
us to issue up to 1,300,000 shares of our common stock. Shares must
be issued only for bona fide services and may not be issued under the
Stock Plan for services in connection with the offer and sale of
securities in a capital-raising or capital promoting transaction.
Shares are awarded under the Stock Plan pursuant to individually
negotiated compensation contracts as determined and/or approved by the
Stock Plan committee. The eligible participants include directors,
officers, employees and non-employee consultants and advisors.
Subject to the restriction that shares may not be awarded under the
Stock Plan to persons owning beneficially or of record ten percent
(10%) or more of our then outstanding shares or who would own such
amount of shares as a result of an award under the Stock Plan, there
is no limit as to the number of shares which may be awarded to a
single participant. We anticipate that a substantial portion of the
remaining shares to be issued under the Stock Plan will be issued as
compensation to our technical consultants, attorneys, and advisors who
provide development services in the development and testing of its
various products and services.
The Stock Plan does not require restrictions on the
transferability of shares issued thereunder. However, such shares may
be restricted as a condition to their issuance where the Board of
Directors deems such restrictions appropriate. The Stock Plan is not
subject to the Employee Retirement Income Securities Act of 1974
("ERISA"). Shares awarded under the Stock Plan are intended to be
fully taxable to the recipient as earned income.
We will provide without charge, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of this
Registration Statement. These documents are incorporated by reference
in the Section 10(a) prospectus. We will also provide without charge,
upon written or oral request, all other documents required to be
delivered to employees pursuant to Rule 428(b). Any and all such
requests shall be directed to the Company at its office at 5495 Marion
Street, Denver, CO 80216, attention: President.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON
THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized by us to give any information or to
make any representation other than as contained in this prospectus
and, if given or made, such information or representation must not be
relied upon as having been authorized by us. Neither the delivery of
this prospectus nor any distribution of the shares of the common stock
issuable under the terms of the Stock Plan shall, under any
circumstances, create any implication that there has been no change in
our affairs since the date hereof.
Our principal offices are located at 5495 Marion Street, Denver,
CO 80216; telephone (303) 382-1500.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH STATE.
REOFFER PROSPECTUS
FIRST ENTERTAINMENT HOLDING CORP.
1,300,000 Shares Of Common Stock
This prospectus relates to the transfer of up to 1,300,000 shares
of common stock of First Entertainment Holding Corp. by the selling
stockholders identified in this prospectus. The shares will be
acquired by the selling stockholders pursuant to grants of stock and
options under our Stock Plan. We will not receive any of the proceeds
from the sale of the shares by the selling stockholders. However, we
will receive proceeds from the exercise of options to purchase shares
of common stock that may be granted under the Stock Plan.
The selling stockholders have not entered into any underwriting
arrangements. The prices for our shares may be the market prices
prevailing at the time of transfer, prices related to the prevailing
market prices, or negotiated prices. Brokerage fees or commissions may
be paid by the selling stockholders in connection with sales of our
shares. We will not receive any of the proceeds from the sale of
these shares.
Our common stock is quoted on the OTC Bulletin Board under the
symbol "FTET". On May 9, 2000, the closing price of the common stock
was $.46 per share.
Investing in our shares involves certain risks. See the "RISK
FACTORS" section beginning on page 4.
Neither the Securities And Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is May 10, 2000.
________________________________________
TABLE OF CONTENTS
________________________________________
PROSPECTUS SUMMARY
RISK FACTORS
PROSPECTIVE SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEMNIFICATION
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
PROSPECTUS SUMMARY
The following summary highlights information contained in this
prospectus. It may not be complete and may not contain all the
information that you should consider before investing in the Common
Stock. You should read this entire prospectus carefully, including the
"RISK FACTORS" section.
The Company
We engage in, or hold controlling interests in entities that
engage in, radio, live entertainment and Internet related businesses.
Through our Comedy Works, Inc. subsidiary, we operate a comedy club in
downtown Denver, Colorado. We also are pursuing Internet related
businesses. Through our Quality Communications, Inc. subsidiary, we
operate an FM radio station in Gillette, Wyoming that plays
contemporary country music. In April 2000, we signed a letter of
intent to sell our radio operations.
The Offering
The selling stockholders may sell a total of up to 1,300,000
shares of common stock. The shares will be acquired by the selling
stockholders pursuant to our Stock Plan.
The shares may be sold at market prices or other negotiated
prices. The selling stockholders have not entered into any
underwriting arrangements for the sale of the shares.
We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling
stockholders and subsequently exercised, we will use the proceeds from
those exercises for general and administrative expenses and working
capital.
Proposed Name Change
In March 2000, we determined to recommend to the stockholders for
their approval that our name be changed to "F2 Network Inc." We
anticipate that the proposed name change will be voted upon by the
stockholders at a meeting to be held in May or June 2000.
Company Offices
Our offices are located at 5495 Marion Street, Denver, Colorado
80216, telephone number (303) 382-1500.
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE
OTHER INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO
THIS PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.
Our auditor's report contains a "going concern" paragraph.
The independent certified public accountants' report on our
financial statements contains an explanatory paragraph, which, in
general, indicates that we have suffered recurring losses from
operations, have a working capital deficiency and have defaulted on a
substantial portion of our debt. These conditions raise substantial
doubt about our ability to continue in business. Our plans to address
this issue include obtaining additional financing, and/or extending
our existing debt obligations, and/or obtaining additional equity
capital and ultimately achieving profitable operations. There is no
assurance that we will be successful in these plans.
The multimedia entertainment business is speculative in nature.
Profits, if any, from the businesses in which we engage are
dependent on widespread public acceptance of, and interest in, each
creative project undertaken by our various segments. Audience appeal
depends upon factors which cannot be ascertained reliably in advance
and over which we may have no control, including, among other things,
unpredictable critical review, positioning in the market and
changeable public tastes. Due to factors such as the unpredictability
of audience appeal, many of our completed projects may fail to
generate sufficient revenues to recover their costs of acquisition,
development, production and distribution. We may not recoup all or
any portion of our investment in a particular project, and cannot
guarantee that any project will yield us profits.
We depend on key employees.
Our success depends on the continued active participation of
Douglas Olson, our President and Chief Operating Officer, and Howard
Stern, our Chief Executive Officer, even though neither of them
devotes 100% of his time to our business. Our Internet business
depends on the continued active participation of Michael Marsowicz.
There is no employment agreement with any of Mr. Olson, Mr. Stern or
Mr. Marsowicz, and we do not carry any "key-man" life insurance on any
of them.
We cannot predict the status of our property rights.
Although we have developed, and continue to develop, our own
Internet content and products, we have entered into license agreements
with respect to other Internet products. We cannot guarantee that
such license rights will provide us with significant protection from
competitors. Property rights protection generally is uncertain, and
involves complex legal and factual questions. To date, there has
emerged no consistent policy regarding the breadth of claims allowed
in connection with such property rights protection. Therefore, we
cannot assure that any rights licensed to us will afford protection
against competitors with similar technologies and that we will have
the financial resources necessary to enforce our property rights.
Even though we have licenses, under the terms of our license
agreements, we generally are responsible for protecting the
intellectual property rights subject to these agreements. Challenges
may be instituted by third parties as to the validity, enforceability
and infringement of the rights. The cost of the litigation to defend
any challenge to uphold the validity and enforceability and prevent
infringement of our licensed rights can be substantial. We may also
be required to obtain additional licenses from others to continue to
refine, develop, and market new products. We may not be able to
obtain any such licenses on commercially reasonable terms or at all or
that the rights granted pursuant to any licenses will be valid and
enforceable. As a result, we may incur substantial expenses to
protect property rights. This would result in increased losses or
reduced profits and also distract management from pursuing more
productive activities for us.
We need additional funding to sustain our operations.
In order to continue our business plans fully, we anticipate that
we will need additional funding. We do not have a steady source of
revenue to provide funding to sustain operations. The availability of
a reliable source of revenue to sustain our operations is beyond our
control.
We could be adversely impacted by intense competition.
We compete in the areas of radio broadcasting, comedy club
operation and Internet related businesses with other companies. Many
of these competitors have substantially larger financial and other
resources than us. In the Internet area, companies with greater
financial resources than us have not been able to generate positive
cash flow or profits from operating Internet related businesses. From
time to time, there may be competition for, and shortage of,
broadcasting talent and comedians, and Internet content and qualified
computer technicians. We may therefore not be able to attract the
best available talent required to develop our businesses. This
competition and these shortages could lead to an increase in costs
that could adversely affect us by increasing losses or reducing
profits. We also compete with other companies for advertising on our
radio station and Internet portal. Our Internet revenues are based on
the ability to attract advertisers. In addition, the low cost of
entering Internet related businesses may result in additional
competition in the future.
Technology changes.
The Internet related businesses in which we operate and intend to
operate are characterized by rapid and significant technological
advancements and introductions of new products and services using new
technologies. As new technologies develop, we may be placed at a
competitive disadvantage, and competitive pressures may force us to
implement those new technologies at a substantial cost. If other
companies implement new technologies before us, those companies may be
able to provide enhanced capabilities and superior quality compared
with what we are able to provide. We cannot ascertain that we will be
able to respond to these competitive pressures and implement new
technologies on a timely basis or at an acceptable cost. This could
attract our customers to competitors, reducing our revenues. The
possibility of increased costs to keep up with technological
advancements and reduced revenues if customers depart would lead to
increased losses or reduced profits.
There is limited liquidity in our shares.
There may be no ready market for our shares and an investor
cannot expect to liquidate his investment regardless of the necessity
of doing so. Historically, there has been an extremely limited public
market for our shares. We cannot predict that the market will be
sustained or will expand. The prices of our shares are highly
volatile. Due to the low price of the securities, many brokerage
firms may not effect transactions and may not deal with low priced
securities as it may not be economical for them to do so. This could
have an adverse effect on developing and sustaining the market for our
shares. In addition, there is no assurance that an investor will be
in a position to borrow funds using our shares as collateral because
lenders may require a more liquid form of security.
Penny stock regulation.
The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks". Generally, penny
stocks are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or
quoted on the Nasdaq system). If our shares are traded for less than
$5 per share, as they currently are, the shares will be subject to
the SEC's penny stock rules unless (1) our net tangible assets exceed
$5,000,000 during our first three years of continuous operations or
$2,000,000 after our first three years of continuous operations; or
(2) we have had average revenue of at least $6,000,000 for the last
three years. We do not meet these requirements. As a result, market
transactions in our shares are subject to the penny stock rules. The
penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that
provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in
the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. In addition,
the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These requirements may have the
effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. As
long as our shares are subject to the penny stock rules, the holders
of our shares may find it difficult to sell our shares.
We may suffer contingent liabilities as a result of the shares subject
to the rescission offer.
The shares that are subject to the Rescission Offer may have been
issued in violation of federal and state registration requirements.
We are making the Rescission Offer in an effort to minimize any
damages that may be claimed by the recipients of those shares. Even
if the Rescission Offer is completed, there is no assurance that the
SEC or state securities authorities will not pursue fines or penalties
against us. In addition, the rescission offerees retain a federal
cause of action even if the Rescission Offer is completed.
Forward-Looking Statements And Associated Risk
This prospectus contains forward-looking statements. These
statements include:
* our growth strategies,
* our products and planned products,
* the need for additional financing,
* the need for and uncertainty with respect to necessary regulatory
clearances,
* commercial acceptance of our products and planned products, and
* our ability to successfully commercialize our products and to
achieve profitability in general.
These forward-looking statements are based largely on our
expectations and are subject to a number of risks and uncertainties,
some of which are beyond our control. Actual results could differ
materially from these forward-looking statements as a result of the
factors described in this prospectus, including the "Risk Factors"
section. These factors include regulatory, financial, market or
general economic influences. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
statements contained in this prospectus will in fact transpire or
prove to be accurate.
THE COMPANY
On December 15, 1997, we changed our state of incorporation from
Colorado to Nevada and changed our name to First Entertainment Holding
Corp. We were originally incorporated under the laws of Colorado on
January 17, 1985. In May 2000, we determined to change our name to
"F2 Network Inc.", subject to stockholder approval, which has not yet
been obtained. We anticipate that the proposed name change will be
voted upon by the stockholders at a stockholders meeting planned for
May or June 2000.
Currently, we operate or hold controlling interests in three
active and two non-operating business segments. The three active
segments are known as "Radio", "Live Entertainment" and "Internet".
The non-operating segments are known as "Film", "Video", and
"Retail". Initially, our business consisted of the production of pre-
recorded travel guides and special interest videos. In 1987, we
entered the radio broadcasting business by acquiring Quality
Communications, Inc., a Wyoming corporation pursuant to which we
operate the radio segment of its business. In April 2000, we entered
into a letter of intent to sell our radio operations. In 1992, we
acquired a controlling interest in First Films, Inc. ("First Films"),
a publicly held Colorado corporation, under which our live
entertainment operations currently are undertaken and under which our
film production activities previously were undertaken. Since early
1999, we have been developing relationships with Internet content
providers, advertisers and gaming companies in an attempt to create an
Internet site with links to entertainment and gaming content and to
provide Internet site development to other parties. In addition, we
have been developing our own content in order to establish an Internet
portal emphasizing entertainment with links to other web sites. The
site is located at www.First Entertainment.com.
This prospectus relates to the resale of shares which have been or
may be acquired by certain persons upon exercise of options that were
granted under our stock option plans.
PROSPECTIVE SELLING STOCKHOLDERS
There are an aggregate of 1,300,000 shares of common stock
reserved for issuance under the Stock Plan. The shares are covered by
the registration statement on Form S-8, which was filed with the SEC
and of which this prospectus is a part
The 1,300,000 shares of common stock, the resales of which are
covered by this prospectus, consist of shares that may be acquired by
our directors and officers through grants under the Stock Plan and upon
the exercise of options granted under the Stock Plan.
The following table sets forth the name and position of each
prospective selling stockholder:
<TABLE>
Name Position
<S> <C>
A. B. Goldberg Director
Doug Olson President, Chief Operating
Officer and Director
Howard Stern Chief Executive Officer and
Director
William Rubin Director
Wende Curtis Secretary
Michael Marsowicz Chief Technology Officer and
Director
Philip C. Puccio Director
</TABLE>
As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan to the above officers and directors.
PLAN OF DISTRIBUTION
The 1,300,000 shares covered by this prospectus will be offered,
if at all, by certain of our stockholders, and not by us. If any of
these shares are sold by a prospective selling stockholder, they will
be sold on behalf of that person and we anticipate that the shares may
be offered pursuant to direct sales to private persons and in open
market transactions. The prospective selling stockholders may offer
the shares to or through registered broker-dealers who will be paid
standard commissions or discounts by the prospective selling
stockholders. The prospective selling stockholders have not informed
us of any agreements with brokers to sell any or all of the shares
which may be offered hereby.
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning
the validity of our shares offered by this prospectus.
EXPERTS
The audited financial statements of First Entertainment Holding
Corp. appearing in our Annual Report on Form 10-KSB for the year ended
December 31, 1999 have been audited by Gordon, Hughes & Banks, LLP,
independent certified public accountants. These financial statements
are incorporated into this prospectus by reference in reliance upon the
report of the accountants included with the financial statements and
upon the authority of the accountants as experts in auditing and
accounting.
INDEMNIFICATION
Section 78.7502(3) of the Nevada General Corporation Law (the
"Nevada Code") provides for mandatory indemnification by a corporation
of expenses, including attorneys' fees, incurred by a director or
officer in connection with any proceeding brought by reason of his
position as a director or officer, so long as he was successful, on the
merits or otherwise, in defense of a proceeding.
In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of the
corporation (a "Derivative Action"), because of his status as a
director, officer, employee or agent of a corporation if "he acted 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, had no reasonable cause to believe
his conduct was unlawful."
In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation. However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.
The Company's articles of incorporation provide that directors and
officers shall be indemnified to the full extent permitted by the
Nevada Code. The Company's bylaws provide that no director or officer
shall be liable to the Company for his acts or omissions resulting in a
loss to the Company, except in cases where the act or omission resulted
from his willful misconduct, willful neglect or gross negligence. The
bylaws also provide that the Company may purchase and maintain
liability insurance on behalf of any director, officer, employee or
agent regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.
AVAILABLE INFORMATION
This prospectus is part of the Registration Statement on Form S-8
(together with all amendments and exhibits, referred to as
"Registration Statement") under the Securities Act of 1933 that we
filed with the SEC. The Registration Statement contains information
that is not included in this prospectus.
Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete, and, in each
instance, reference is made to the copy of the particular contract or
document filed as an exhibit to the Registration Statement. Each
statement concerning a document that is filed as an exhibit is
qualified in all respects by reference to the copy of the document
filed as an exhibit. For further information with respect to the
Company, reference is made to the Registration Statement.
In accordance with the requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), we file reports, proxy
statements and other information with the SEC. These reports, proxy
statements and other information can be read and copied at the Public
Reference Room maintained by the SEC at the following addresses:
* 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
* 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511
* 7 World Trade Center, New York, New York 10048
Copies of these materials also can be obtained at prescribed
rates by writing to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information
concerning the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, materials we file electronically
with the SEC are available at the SEC's Internet web site at
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that previously were, or are required in
the future to be, filed with the SEC (File No. 0-15435) pursuant to the
Exchange Act are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999;
(ii) the description of the Company's common stock contained in
the Company's registration statement on Form 8-A as filed
with the SEC on February 26, 1987; and
(iii) all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this prospectus and prior to the termination of the
offering made hereby.
Any statement contained in a document incorporated by reference into
this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that such statement is
modified or replaced by a statement contained in this prospectus or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference into this prospectus. Any such statement so
modified or superseded shall not be deemed, except as so modified or
replaced, to constitute a part of this prospectus. We will provide
without charge to each person to whom a copy of this prospectus has
been delivered, upon the written or oral request of any such person, a
copy of any or all of the documents referred to above that have been or
may be incorporated in this prospectus by reference, other than
exhibits to such documents. Written or oral requests for such copies
should be directed to Douglas R. Olson, President, First Entertainment
Holding Corp., 5495 Marion Street, Denver, Colorado 80216, (303) 382-
1500.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The documents listed in (i) through (iv) below are incorporated by
reference in the registration statement. All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part
thereof from the date of the filing of such documents.
(i) the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999;
(ii) the description of the Company's common stock contained in
the Company's registration statement on Form 8-A as filed with
the SEC on February 26, 1987; and
(iii) all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this prospectus and prior to the termination of the
offering made hereby.
Item 4. Description Of Securities.
Not Applicable.
Item 5. Interest Of Named Experts And Counsel.
Not Applicable.
Item 6. Indemnification Of Officers And Directors.
Section 78.7502(3) of the Nevada General Corporation Law provides
for mandatory indemnification by a corporation of expenses, including
attorneys' fees, incurred by a director or officer in connection with
any proceeding brought by reason of his position as a director or
officer, so long as he was successful, on the merits or otherwise, in
defense of a proceeding.
In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or
threatened proceeding, other than an action by or in the right of the
corporation, because of his status as a director, officer, employee or
agent of a corporation if "he acted 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, had no reasonable cause to believe his conduct was
unlawful."
In a derivative action or threatened derivative action, Section
78.7502(2) of the Nevada Code permits indemnification if the person
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation. However,
no indemnification is allowed if the person is ultimately adjudged to
be liable to the corporation unless a court of competent jurisdiction
rules that, in view of the facts and circumstances of the case, the
person is fairly and reasonably entitled to indemnification.
The Company's articles of incorporation provide that directors and
officers shall be indemnified to the full extent permitted by the
Nevada Code. The Company's bylaws provide that no director or officer
shall be liable to the Company for his acts or omissions resulting in a
loss to the Company, except in cases where the act or omission resulted
from his willful misconduct, willful neglect or gross negligence. The
bylaws also provide that the Company may purchase and maintain
liability insurance on behalf of any director, officer, employee or
agent regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 First Entertainment Holding Corp. Compensation Plan - 2000A,
dated May 3, 2000.
5.1 Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.
23.1 Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).
23.2 Consent of Gordon, Hughes & Banks, LLP
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(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
information 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act and are incorporated by reference to
the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) For purposes of determining any liability under the Securities
Act, 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 therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising out of the
Securities Act 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
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liability (other than the
payment by the Registrant of expenses 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 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on the 10th day of May 2000.
FIRST ENTERTAINMENT HOLDING CORP.
By:/s/ Douglas R. Olson
Douglas R. Olson, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this to
the registration statement appearing below, hereby constitute and
appoint Douglas R. Olson or Howard Stern and each or either of them,
with full power of substitution, as attorneys-in-fact in their names,
place and stead to execute any and all amendments to this Registration
Statement in the capacities set forth opposite their name and hereby
ratify all that said attorneys-in-fact and each of them or his
substitutes may do by virtue hereof.
Pursuant to the requirements of the Securities Act, as amended,
this registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
A. B. Goldberg Director May 10, 2000
/s/ Michael Marsowicz
Michael Marsowicz Director May 10, 2000
/s/ Douglas R. Olson
Douglas R. Olson Principal Financial Officer, May 10, 2000
and Director
/s/ Philip C. Puccio
Philip C. Puccio Director May 10, 2000
/s/ William Rubin
William Rubin Director May 10, 2000
/s/ Howard Stern
Howard Stern Principal Executive Officer,
and Director May 10, 2000
Exhibit Index
4.1 First Entertainment Holding Corp. Compensation Plan-2000A,
dated May 3, 2000.
5.1 Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.
23.1 Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).
23.2 Consent of Gordon, Hughes & Banks, LLP
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").
Exhibit 4.1
FIRST ENTERTAINMENT HOLDING CORP.
COMPENSATION PLAN-2000A
THIS COMPENSATION PLAN-2000A is adopted this third day of May
2000,by FIRST ENTERTAINMENT HOLDING CORP., a Nevada corporation with
its principal place of business being located at 5495 Marion Street,
Denver, Colorado 80216.
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 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
Compensation Plan-2000A (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is May 3, 2000, 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 One Million three hundred thousand
(1,300,000) 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 $0.30 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 March 1, 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 /s/ Douglas R. Olson
Douglas R. Olson, President and
Chief Operating Officer
ATTEST:
/s/ Wende Curtis
Wende Curtis, Secretary (SEAL)
Exhibit 5.1
Patton Boggs LLP
1660 Lincoln Street
Suite 1900
Denver, Colorado 80264
(303) 830-1776
May 10, 2000
First Entertainment Holding Corp.
5495 Marion Street
Denver, CO 80216
Gentlemen and Ladies:
We have acted as counsel for First Entertainment Holding Corp., a
Nevada corporation (the "Company"), in connection with preparation of
the Company's Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, concerning
registration of the transfer of up to 1,300,000 shares of the
Company's $.008 par value common stock (the "Common Stock") by certain
stockholders of the Company (the "Selling Stockholder"). These
shares will be acquired by the selling stockholders pursuant to grants
of stock and options under the Company's Compensation Plan - 2000A
(the "Stock Plan").
We have examined the Stock Plan of the Company concerning the
registration described above. [In addition, we have examined such
other certificates, agreements, documents and papers, and we have made
such other inquiries and investigations of law as we have deemed
appropriate and necessary in order to express the opinion set forth in
this letter. In our examinations, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as
originals, photostatic, or conformed copies and the authenticity of
the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from
various state authorities and public officials, and we have assumed
the accuracy of the material and the factual matters contained
herein.]
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the shares of
Common Stock being transferred by the Selling Stockholders as
described in the Registration Statement have been legally issued and
are fully paid and non-assessable.
We hereby consent (a) to be named in the Registration Statement
and in the prospectus that constitutes a part of the Registration
Statement as acting as counsel in connection with the transfer of
stock options, including with respect to the validity of the Common
Stock offered; and (b) to the filing of this opinion as an exhibit to
the Registration Statement.
This opinion is to be used solely for the purpose of the
registration of the Common Stock and may not be used for any other
purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
PB: ALT/FBB
Exhibit 23.2
CONSENT OF GORDON, HUGHES & BANKS, LLP
INDEPENDENT AUDITORS
________________________
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-8 and to the
incorporation by reference therein of our report dated March 17, 2000,
with respect to the consolidated financial statements of First
Entertainment Holding Corp. for the year ended December 31, 1999
included in its Annual Report on Form 10-KSB for the year ended
December 31, 1999, filed with the Securities and Exchange Commission.
Denver, Colorado
May 10, 2000
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