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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARQUEE ENTERTAINMENT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 95-3480640
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(State or other jurisdiction (IRS Employer Ident. No.)
incorporation or organization)
9044 Melrose Ave., 3rd Floor, Los Angeles, California 90069
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(Address of Principal Executive Offices and Zip Code)
Issuer's telephone number: (310) 859-8250
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Consulting Agreement
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(Full title of the plan)
Sierra Corporate Services, 241 Ridge St., 4th Floor, Reno, NV 89501
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(Name and address of agent of service)
Agent of Service's telephone number: (702) 322-0635
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Copy to: Marquee Entertainment, Inc.
1
CALCULATION OF REGISTRATION FEE
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(1) Pursuant to Rule 457(h) (1) the option price is $1.00 for
105,000 shares and $1.50 for 130,000 shares and 25,000 shares will
be offered to Consultant at $0.50.
Total proposed aggregate offering price = $312,500
$312,500 x 1/29 of 1.0% = $107.76
The registration fee represents the minimum prescribed fee.
2
MARQUEE ENTERTAINMENT, INC.
PART II
INFORMATION REQUIRED FOR THE REGISTRATION STATEMENT
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ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The documents listed in (1) through (3) below are incorporated by
reference in the Registration Statement. All documents
subsequently filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended
(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 filing such
documents.
(1) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, or, in the case of the
Company, either (1) the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act"),
that contains audited financial statements for the Company's latest
fiscal year for which statements have been filed or (2) the
Company's effective registration statement on Form S-18 or Form 8A
filed under the Exchange Act containing audited financial
statements for the Company's latest fiscal year.
(2) All reports and documents filed by the Company pursuant
to Section 13(a), 14, or 15(d) of the Exchange Act.
(3) The description of the Common Stock of the Company which
is contained in a Registration Statement filed under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description. Written requests for such copies should
be directed to Corporate Secretary, Ralph Smith, Marquee
Entertainment, Inc., 9044 Melrose Avenue, 3rd Floor, Los Angeles,
California 90069, telephone (310) 859-8250.
ITEM 4 - DESCRIPTION OF SECURITIES
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The class of securities to be offered hereby is registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended.
A description of the Company's securities is set forth in the
Registration Statement filed pursuant to Form S-18: the Company
registered common stock which is entitled to share, on a ratable
3
ITEM 4 - cont...
basis, such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Each share of common
stock entitles the holders thereof to one vote. Holders of common
stock do not have cumulative voting rights nor does the common
stock have preemptive, subscription nor conversion rights and is
not redeemable by the Registrant.
ITEM 4.1 - CONSULTING AGREEMENTS
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(1) CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT (the "Agreement") is made as of the
6th day of June, 1996, by and between Marquee Entertainment, Inc.,
a Nevada corporation (hereinafter referred to as "Company"), and
Barry M. Ross (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, the Company is in the business of film(s)
distribution worldwide, excluding the United States, and is
currently investigating the possible acquisition of broadcast
television station KPAL-TV Channel 38 (located in Palmdale,
California) and Arthur Barr Productions, Inc. (aka Barr Media
Group).
WHEREAS, the Consultant has certain expertise, experience and
capabilities in consulting with developmental stage companies; and,
WHEREAS, the Company desires to retain the Consultant, and
Consultant desires to be retained by the Company, upon the
following terms and conditions.
NOW THEREFORE, in consideration of the promises herein
contained and the following provisions, the parties agree to be
legally bound as follows:
1. STATUS OF CONSULTANT. Company hereby employs
Consultant and Consultant hereby accepts such employment by
Company, upon the terms and conditions set forth herein. This
Agreement calls for the performance of the services of the
Consultant on a non-exclusive basis as an independent contractor
and Consultant will not be considered and employee of the Company
for any purpose whatsoever. Nothing in this Agreement shall be
construed to prevent the Consultant from performing services for
himself or any other person or entity. The Company is not
responsible for withholding, and shall not withhold, FICA or taxes
of any kind from any payments which it owes the Consultant. The
4
ITEM 4.1 - cont...
Consultant shall not be entitled to receive any benefits which
employees of the Company are entitled to receive and shall not be
entitled to workers' compensation, unemployment compensation,
medical insurance, life insurance, paid vacations, paid holidays,
pension, profit sharing, or Social Security on account of his work
for the Company.
2. APPOINTMENT OF CONSULTANT. Company hereby engages
Consultant and Consultant hereby agrees to provide on a timely
basis the following enumerated services plus any additional
services mutually agreed upon.
(a) The implementation of short range and long term
strategic planning to fully develop and enhance the Company's
assets, resources, products and services; and,
(b) Advise the Company relative to the continued
development of a stockholder relations program and to stimulate
interest in the Company by institutional investors and other
members of the financial community.
3. Omitted.
4. TERM. Subject to the provisions of Section 8 below,
the term of this Consulting Agreement shall commence on the date
hereof and shall continue until Consultant shall have rendered the
services described in Section 2 above, but in no event beyond one
(1) year from the date hereof.
5. COMPENSATION. As compensation for its services
hereunder, the Company agrees to grant to Consultant an option (the
"Option") to purchase up to 105,000 shares of Common Stock, (the
"Shares"), of the Company exercisable at a price of $1.00 per share
on or prior to three (3) years from the date of this Consulting
Agreement. The Option shall not be transferable in whole or in
part by the Consultant. In addition to the foregoing, the Company
shall transfer to Consultant 25,000 shares of free trading common
stock of the Company upon execution of the Agreement.
6. PURCHASE OF SHARES. The exercise price for the Option
shall be paid as provided in the Option Agreement with Consultant.
7. EXPENSES. Consultant shall not be entitled to
reimbursement by the Company for out-of-pocket expenses unless
authorized in writing prior to incurring the expense. Authorized
expenses shall be reimbursed by the Company within seven (7) days.
8. REGISTRATION. The Company agrees that within seven (7)
days from the date hereof it will, at its sole cost and expense,
5
ITEM 4.1 - cont...
register under the Securities Act of 1933, as amended, the
underlying Shares by filing a registration statement on Form S-8
with the Securities and Exchange Commission. The effectiveness of
such Registration Statement shall be a condition precedent to
Consultant's obligation to perform any services for the Company
pursuant to this Agreement.
9. CONFIDENTIALITY. Consultant will not disclose to any
other person, firm or corporation, nor use for its own benefit,
during or after the term of this Consulting Agreement, any trade
secrets or other information designated as confidential by the
Company which is acquired by the Consultant in the course of its
performing services hereunder. (A trade secret is information not
generally known to the trade which gives the Company an advantage
over its competitors. Trade secrets can include, by way of
example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans
and information concerning the filing of patent applications). The
obligation of the Consultant hereunder shall not apply to any
confidential information which: (a) is in the public domain at the
time it was disclosed; (b) enters the public domain other than by
breach of this Agreement by the Consultant; (c) is already known by
the Consultant at the time of disclosure to the Consultant by the
Company; (d) is developed independently by the Consultant and such
fact can be objectively determined; or (e) is required to be
disclosed by law.
10. INDEMNIFICATION. The Company agrees to indemnify and
hold the Consultant harmless from and against all losses, claims,
damages, liabilities, costs or expenses (including reasonable
attorneys' fees (collectively the "Liabilities") joint and several,
arising out of the performance of this Consulting Agreement except
where the Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder which gave
rise to the losses, claim, damage, liability, cost or expense
sought to be recovered hereunder. The provisions of this paragraph
10 shall survive the termination and expiration of this Consulting
Agreement.
11. MISCELLANEOUS.
a) Entire Agreement. This Consulting Agreement sets
forth the entire understanding of the parties relating to the
subject matter hereof, and supersedes and cancels any prior
communications, understandings and agreements between the parties.
b) Omitted.
c) Governing Law. This Consulting Agreement shall be
governed, construed and enforced in all respects in accordance with
the laws of the State of California.
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ITEM 4.1 - cont...
d) Litigation. In the event of any cause of action,
arbitration or litigation arising hereunder, all costs and
reasonable attorney's fees of the prevailing party, including,
without limitation, attorney's fees and costs at all administrative
and appellate levels and in all bankruptcy proceedings, shall be
paid by the non-prevailing party.
e) Counterparts. This Agreement may be executed in
any number of counterparts, all of which shall be deemed to be an
original, but all of which shall be deemed to constitute but one
instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands
the day and year first above written.
CONSULTANT
/s/ Barry M. Ross
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Barry M. Ross
By: /s/ Ralph T. Smith
--------------------------
Ralph T. Smith, as
President and Chief Accounting Officer
(2) CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT (the "Agreement") is made as of the
6th day of June, 1996, by and between Marquee Entertainment, Inc.,
a Nevada corporation (hereinafter referred to as "Company"), and
Camille A. de Tournillon (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, the Company is in the business of film(s)
distribution worldwide, excluding the United States, and is
currently investigating the possible acquisition of broadcast
television station KPAL-TV Channel 38 (located in Palmdale,
California) and Arthur Barr Productions, Inc. (aka Barr Media
Group).
WHEREAS, the Consultant has certain expertise, experience and
capabilities in consulting with developmental stage companies; and,
7
ITEM 4.1 - cont...
WHEREAS, the Company desires to retain the Consultant, and
Consultant desires to be retained by the Company, upon the
following terms and conditions.
NOW THEREFORE, in consideration of the promises herein
contained and the following provisions, the parties agree to be
legally bound as follows:
1. STATUS OF CONSULTANT. Company hereby employs
Consultant and Consultant hereby accepts such employment by
Company, upon the terms and conditions set forth herein. This
Agreement calls for the performance of the services of the
Consultant on a non-exclusive basis as an independent contractor
and Consultant will not be considered and employee of the Company
for any purpose whatsoever. Nothing in this Agreement shall be
construed to prevent the Consultant from performing services for
himself or any other person or entity. The Company is not
responsible for withholding, and shall not withhold, FICA or taxes
of any kind from any payments which it owes the Consultant. The
Consultant shall not be entitled to receive any benefits which
employees of the Company are entitled to receive and shall not be
entitled to workers' compensation, unemployment compensation,
medical insurance, life insurance, paid vacations, paid holidays,
pension, profit sharing, or Social Security on account of his work
for the Company.
2. APPOINTMENT OF CONSULTANT. Company hereby engages
Consultant and Consultant hereby agrees to provide on a timely
basis the following enumerated services plus any additional
services mutually agreed upon.
(a) The implementation of short range and long term
strategic planning to fully develop and enhance the Company's
assets, resources, products and services; and,
(b) Advise the Company relative to the continued
development of a stockholder relations program and to stimulate
interest in the Company by institutional investors and other
members of the financial community.
3. Omitted.
4. TERM. Subject to the provisions of Section 8 below,
the term of this Consulting Agreement shall commence on the date
hereof and shall continue until Consultant shall have rendered the
services described in Section 2 above, but in no event beyond one
(1) year from the date hereof.
5. COMPENSATION. As compensation for its services
hereunder, the Company agrees to grant to Consultant an option (the
8
ITEM 4.1 - cont...
"Option") to purchase up to 130,000 shares of Common Stock, (the
"Shares"), of the Company exercisable at a price of $1.50 per share
on or prior to three (3) years from the date of this Consulting
Agreement. The Option shall not be transferable in whole or in
part by the Consultant.
6. PURCHASE OF SHARES. The exercise price for the Option
shall be paid as provided in the Option Agreement with Consultant.
7. EXPENSES. Consultant shall not be entitled to
reimbursement by the Company for out-of-pocket expenses unless
authorized in writing prior to incurring the expense. Authorized
expenses shall be reimbursed by the Company within seven (7) days.
8. REGISTRATION. The Company agrees that within seven (7)
days from the date hereof it will, at its sole cost and expense,
register under the Securities Act of 1933, as amended, the
underlying Shares by filing a registration statement on Form S-8
with the Securities and Exchange Commission. The effectiveness of
such Registration Statement shall be a condition precedent to
Consultant's obligation to perform any services for the Company
pursuant to this Agreement.
9. CONFIDENTIALITY. Consultant will not disclose to any
other person, firm or corporation, nor use for its own benefit,
during or after the term of this Consulting Agreement, any trade
secrets or other information designated as confidential by the
Company which is acquired by the Consultant in the course of its
performing services hereunder. (A trade secret is information not
generally known to the trade which gives the Company an advantage
over its competitors. Trade secrets can include, by way of
example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans
and information concerning the filing of patent applications). The
obligation of the Consultant hereunder shall not apply to any
confidential information which: (a) is in the public domain at the
time it was disclosed; (b) enters the public domain other than by
breach of this Agreement by the Consultant; (c) is already known by
the Consultant at the time of disclosure to the Consultant by the
Company; (d) is developed independently by the Consultant and such
fact can be objectively determined; or (e) is required to be
disclosed by law.
10. INDEMNIFICATION. The Company agrees to indemnify and
hold the Consultant harmless from and against all losses, claims,
damages, liabilities, costs or expenses (including reasonable
attorneys' fees (collectively the "Liabilities") joint and several,
arising out of the performance of this Consulting Agreement except
where the Consultant engaged in gross recklessness and willful
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ITEM 4.1 - cont...
misconduct in the performance of its services hereunder which gave
rise to the losses, claim, damage, liability, cost or expense
sought to be recovered hereunder. The provisions of this paragraph
10 shall survive the termination and expiration of this Consulting
Agreement.
11. MISCELLANEOUS.
a) Entire Agreement. This Consulting Agreement sets
forth the entire understanding of the parties relating to the
subject matter hereof, and supersedes and cancels any prior
communications, understandings and agreements between the parties.
b) Modification. This Consulting Agreement cannot be
modified or changed, nor can any of its provisions be waived,
except by written agreement signed by all parties.
c) Governing Law. This Consulting Agreement shall be
governed, construed and enforced in all respects in accordance with
the laws of the State of California.
d) Litigation. In the event of any cause of action,
arbitration or litigation arising hereunder, all costs and
reasonable attorney's fees of the prevailing party, including,
without limitation, attorney's fees and costs at all administrative
and appellate levels and in all bankruptcy proceedings, shall be
paid by the non-prevailing party.
e) Counterparts. This Agreement may be executed in
any number of counterparts, all of which shall be deemed to be an
original, but all of which shall be deemed to constitute but one
instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands
the day and year first above written.
CONSULTANT
/s/ Camille A. de Tournillon
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Camille A. de Tournillon
By: /s/ Ralph T. Smith
--------------------------
Ralph T. Smith, as
President and Chief Accounting Officer
10
ITEM 5 - INTERESTS OF NAMED EXPERTS OR COUNSEL
-------------------------------------
Not applicable.
ITEM 6 - INDEMNIFICATION
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Nevada Revised Statutes Section 78.751 permits a corporation to
indemnify officers, directors, employees and agents in civil,
criminal, administrative or investigative actions under certain
circumstances. To the extent that a director, officer, employee or
agent of a corporation has been successful in defense of certain
actions enumerated in Section 78.751, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense.
Section 78.751 further provides that 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, subject to reimbursement if a
court determines that such officer or director is not entitled to
indemnification.
Article VI of the Company's Articles of Incorporation provides as
follows:
1. Elimination of Certain Liability of Directors. To the
fullest extent provided by law, a director of the corporation shall
not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for acts or omissions which would
give rise to liability under NRS 78.145, 78.295, 78.300, or any
successor supplemented or similar Nevada law or any Nevada law
which expressly imposes liabilities on directors of corporations,
or (iv) for any transaction from which the director derived an
improper personal benefit.
2. Indemnification and Insurance. The corporation to the
full extent of its power to do so, shall indemnify all directors,
officers, employees and/or agents in accordance with the provisions
of Section 78.751 of the Nevada Revised Statutes or any successor
supplemented or similar Nevada law. Further, the corporation shall
have power to purchase and maintain insurance on behalf of any
person who 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 as
a director, officer, employee, or agent of another corporation,
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ITEM 6 - cont...
partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity or arising out
of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the
provisions of Nevada law.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
ITEM 8 - EXHIBITS
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Exhibits Description
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(4)(i) All instruments that define the rights of the
holders of the equity securities that the issuer is
registering, including the pages from the articles
of incorporation or by-laws that define those
rights.
(5) Opinion dated September 11, 1996, of Weismann,
Wolff, Bergman, Coleman, and Silverman relating to
the issuance of shares of Common Stock pursuant to
the Service Agreement.
(23.1) Consent of Weismann, Wolff, Bergman, Coleman, and
Silverman included in the opinion filed as exhibit
(5), hereto.
(23.2) Consent of Independent Certified Public
Accountants.
ITEM 9 - UNDERTAKINGS
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(1) Insofar as indemnification for liabilities under the 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 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
payment by the Registrant of expenses incurred or paid by a
12
ITEM 9 - cont...
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.
13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
of Los Angeles and the State of California, on the day of
September, 1996.
By: /s/ Harold Brown
--------------------------------
Harold Brown
Chairman of the Board, Director,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
By: /s/ Harold Brown
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Harold Brown
Chairman of the Board and
Chief Executive Officer
Dated: September 13, 1996
By: /s/ Ralph T. Smith
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Ralph T. Smith
Director, President and
Chief Accounting Officer
Dated: September 13, 1996
By: /s/ Harvey Seslowsky
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Harvey Seslowsky
Director
Dated: September 13, 1996
14
EXHIBIT (5)
[Letterhead of Weismann, Wolff, Bergman, Coleman & Silverman]
September 11, 1996
Marquee Entertainment, Inc. 5308.3
9044 Melrose Ave., 3rd Floor
Los Angeles, CA 90069
Re: Registration Statement on Form S-8
Marquee Entertainment, Inc.
Consultant Service Agreements
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Ladies and Gentlemen:
We, as special counsel to Marquee Entertainment, Inc., a
Nevada corporation (the "Company"), have examined the Registration
Statement on Form S-8 (the "Registration Statement") which the
Company intends to file with the Securities and Exchange Commission
in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 260,000 shares of the
Company's common stock, par value of $.04 (the "Common Stock")
issuable pursuant to certain consulting agreements between the
Company and Barry M. Ross and Camille A. de Tournillen,
respectively (the "Consulting Agreements").
In rendering the following opinion, we have examined and
relied only upon the documents as specifically described below:
1. Copies of the Articles of Incorporation and Bylaws of
Company, certified by the Secretary of the Company to be true,
correct and complete copies thereof;
2. Copies of resolutions of the Board of Directors of the
Company approving the Consulting Agreements and the Registration
Statement;
3. The Registration Statement; and
4. The Consulting Agreements.
15
Marquee Entertainment, Inc.
September 11, 1996
Page 2
We have assumed, for purposes of this opinion, that all signatures
appearing in all documents, whether or not shown to us, are valid
or genuine; that the documents examined by us are complete, and
there exist no modifications to any thereof; that the documents
submitted to us as certified or photostatic copies of original
documents conform to such original documents; that the originals of
such certified or photostatic copies are authentic; that all
signatories have adequate authority and have taken all actions
necessary to execute and deliver all of the documents delivered to
us, and that such documents are enforceable against all such other
parties; and the legal capacity of natural persons.
Based upon the foregoing, we are of the opinion that, subject
to compliance with the applicable federal and state securities
laws, the Common Stock, when issued in accordance with the
Consulting Agreements and, where applicable, when sold and paid for
pursuant to the exercise of options granted under the Consulting
Agreements, will be legally issued, fully paid and non-assessable.
We are opining herein as to the effect on the subject
transaction only of United States federal securities laws and the
corporate laws of the State of Nevada. We assume no responsibility
as to the applicability to the subject transactions or the effect
thereon of the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. Notwithstanding delivery of this consent
and opinion, we shall not be deemed to be experts with respect to
any part of the Registration Statement within the meaning of the
term "expert" as used in Section 11 of the Securities Act of 1933,
as amended, or the Rules and Regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Weissmann, Wolff, Bergman,
Coleman & Silverman
------------------------------
16
EXHIBIT (23.1)
Consent of Weismann, Wolff, Bergman, Coleman, and Silverman, Esq.
included in the opinion filed as exhibit (5) hereto.
17
EXHIBIT (23.2)
Consent of Independent Certified Public Accountants.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 10,
1995, which appears on page F-1 of our financial statements
included in the Marquee Entertainment, Inc. Form 10-K, dated
December 18, 1995.
/s/ Jay J. Shapiro
----------------------------------
Jay J. Shapiro, CPA
A professional corporation
Encino, California
June 14, 1996
18
