SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MARQUEE ENTERTAINMENT, INC.
- -----------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Nevada 95-3480640
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6404 Wilshire Boulevard, Suite 550, Los Angeles, CA 90048
- --------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Common Stock Purchase Warrants
------------------------------
(Full title of the Plan)
Harold Brown, President
Marquee Entertainment, Inc.
6404 Wilshire Boulevard, Suite 550
Los Angeles, California 90048
---------------------------------------
(Name and address of agent for service)
(323) 782-0090
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(Telephone number, including area code of agent for service)
--------------
copies to:
Sommer & Schneider LLP
600 Old Country Road, Suite 535
Garden City, NY 11530
(516) 228-8181
Approximate date of commencement of proposed sale to the public:
Upon the effective date of this Registration Statement.
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee(1)
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock
Purchase Warrant 475,000 --- --- ---
Common Stock(2),
$0.04 par value 475,000 $0.25 $118,750 $35.98
TOTAL $118,750 $35.98
- ---------------------------------------------------------------------------
</TABLE>
(1) The fee with respect to these shares has been calculated
pursuant to Rules 457(h) and 457(c) under the Securities Act of
1933 and based upon the average of the last price per share of the
Registrant's Common Stock on May 24, 1999, a date within five (5)
days prior to the date of filing of this Registration Statement, as
reported by the NASDAQ SmallCap Market.
(2) Issuable upon exercise of the Common Stock Purchase Warrants.
Documents Incorporated by Reference X Yes No
--- ---
2
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PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999; and
(d) All other documents filed by the Company after the date of
this Registration Statement under Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the shares
being registered herein will be passed upon for the Company by the
Law Offices of Sommer & Schneider LLP, 600 Old Country Road, Suite
535, Garden City, NY 11530. Mr. Herbert H. Sommer and Mr. Joel C.
Schneider each own 50,000 Warrants to purchase the Company's Common
Stock at a exercise price of $.25 per share.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-laws of the
Company provide that the Company shall indemnify to the fullest
permitted by Nevada law any person whom it may indemnify
thereunder, including directors, officers, employees and agents of
the Company. Such indemnification (other than as ordered by a
court) shall be made by the Company only upon a determination that
3
<PAGE>
Item 6. (cont.)
indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person
acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company. Advances for
such indemnification may be made pending such determination. Such
determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal
counsel or by the stockholders. In addition, the Certificate of
Incorporation provides for the elimination, to the extent permitted
by Nevada law, of personal liability of directors to the Company
and its stockholders for monetary damages for breach of fiduciary
duty as directors.
The Company has also agreed to indemnify each director and
executive officer pursuant to an Indemnification Agreement with
each such director and executive officer from and against any and
all expenses, losses, claims, damages and liability incurred by
such director or executive officer for or as a result of action
taken or not taken while such director or executive officer was
acting in his capacity as a director, officer, employee or agent of
the Company. The obligations of the Company for indemnification is
limited to the extent provided in the New York Business Corporation
Act and is also limited in situations where, among others, the
indemnitee is deliberately dishonest, gains any profit or advantage
to which he is not legally entitled or is otherwise indemnified.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission 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 liabilities (other than
the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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.
4
<PAGE>
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
- ------ -----------
4.0 Form of Warrant and Schedule of Warrant Holders and
Exercise Prices
5.0 Consent and Opinion of Sommer & Schneider LLP
24.0 Consent of Jay J. Shapiro, C.P.A.
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
(b) 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; and
(c) 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 (1)(a) and (1)(b) do
not apply if the registration statement is on Form S-3
or Form S-8 and the information required to be included
in a post-effective amendment by this paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
5
<PAGE>
Item 9. (cont.)
(2) 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 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.
(4) 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 Securities
Exchange Act of 1934 and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(5) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Item 310(b) of Registration S-B is not
set forth in the prospectus, to deliver, or cause to be delivered,
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to
each employee to whom the prospectus is sent or given, a copy of
the registrant's annual report to stockholders for its last fiscal
year, unless such employee otherwise has received a copy of such
report, in which case the registration shall state in the
prospectus that it will promptly furnish, without charge, a copy of
such report on written request of the employee. If the last fiscal
year of the registrant has ended within 120 days prior to the use
of the prospectus, the annual report of the registrant for the
preceding fiscal year may be so delivered, but within such 120-day
period the annual report for the last fiscal year will be furnished
to each such employee.
6
<PAGE>
Item 9. (cont.)
(7) To transmit or cause to be transmitted to all employees
participating in the Plans who do not otherwise receive such
material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to
its stockholders generally.
7
<PAGE>
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 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 Los
Angeles, State of California, on May 28, 1999.
MARQUEE ENTERTAINMENT, INC.
/s/ Harold Brown
---------------------------------
Harold Brown, Chairman, CEO and
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signatures Date
- ---------- ----
/s/ Harold Brown May 28, 1999
- ------------------------------------ -----------------
Harold Brown
Chairman and Chief Executive Officer
/s/ Harvey Seslowsky May 28, 1999
- ------------------------------------ -----------------
Harvey Seslowsky, Director
/s/ David DeShay May 28, 1999
- ------------------------------------ -----------------
David DeShay, Director
8
<PAGE>
EXHIBIT 4.0
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<PAGE>
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE
EXERCISE OF THIS WARRANT ARE TRANSFERABLE ONLY IN ACCORDANCE WITH
PARAGRAPH H HEREOF.
Void after 5:00 P.M., New York Time, on November 30, 2003
Warrant to Purchase
Shares
-------------
of Common Stock
WARRANT TO PURCHASE COMMON STOCK
This is to Certify That, FOR VALUE RECEIVED, [ ]
(the "Holder"), is entitled to purchase, subject to the provisions
of this Warrant, from Marquee Entertainment, Inc., a Nevada
corporation, having an office at 6404 Wilshire Boulevard, Suite
550, Los Angeles, California 90048 (the "Company"), an aggregate of
[ ] shares (the "Warrant Shares") of the Company's Common
Stock, 0.04 par value ("Common Stock") at a price of $.25 per share
(or such other price computed by applying all adjustments made on
or before November 30, 2003, in accordance with Section F hereof,
to $.25 as if it had been the initial Exercise Price per share
hereunder) at any time on or after November 30, 1998 until 5:00
P.M. New York Time, on November 30, 2003. The number of shares of
Common Stock to be received upon the exercise of this Warrant and
the price to be paid for a share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Shares" and
the exercise price of a share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred
to as the "Exercise Price."
A. EXERCISE OF WARRANT. Subject to the following conditions
precedent and the provisions of Section H and I hereof, this
Warrant may be exercised in whole or in part at any time or from
time to time on or after November 30, 1998, and before 5:00 P.M.
New York Time on November 30, 2003, or, if either such day is a day
on which banking institutions are authorized by law to close, then
on the next succeeding day which shall not be such a day, by
presentation and surrender hereof to the Company at any office
maintained by it, or at the office of its Warrant Agent, if any,
with the Purchase Form annexed hereto duly executed and accompanied
by payment of the Exercise Price for the number of shares specified
in such form. If this Warrant should be exercised in part only,
the Company shall, upon surrender of this Warrant for cancellation,
1
<PAGE>
execute and deliver a new Warrant evidencing the rights of the
Holder hereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant at its
office, or by the Warrant Agent of the Company at its office, in
proper form for exercise, the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificate representing such
shares of Common Stock shall not then be actually delivered to the
Holder.
B. RESERVATION OF SHARES. The Company hereby agrees that at all
times there shall be reserved for issuance and/or delivery upon
exercise of this Warrant such number of shares of its Common Stock
as shall be required for issuance of delivery upon exercise of this
Warrant.
C. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon
exercise hereof, the Company shall issue to the Holder the next
whole share.
D. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the company or at the office
of the Warrant Agent for other Warrants of different denominations
entitling the holder thereof to purchase in aggregate the same
number of shares of Common Stock purchasable hereunder. The term
Warrant as used herein includes any Warrants into which this
Warrant may be divided or exchanged. Upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new
Warrant of like tenor and date. Any such new warrant executed and
delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost
stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.
E. RIGHTS OF THE HOLDER. The Holder shall not, by virtue here of,
be entitled to any rights of a shareholder in the Company, either
at law or equity, and the rights of the Holder are limited to those
expressed in the Warrant and are not enforceable against the
Company except to the extent set forth herein.
2
<PAGE>
F. STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTIDILUTION
PROVISIONS, ETC. This Warrant is subject to the following further
provisions:
1. In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall issue any shares of its
Common Stock as a stock dividend or subdivide the number of
outstanding shares of Common Stock into a greater number of shares,
then, in either of such cases, the Exercise Price per share of the
Warrant Shares purchasable pursuant to this Warrant in effect at
the time of such action shall be proportionately reduced and the
number of Warrant Shares at that time purchasable pursuant to this
Warrant shall be proportionately increased. In the event the
Company shall contract the number of outstanding shares of Common
Stock by combining such shares into a smaller number of shares,
then, in such case, the Exercise Price per share of the Warrant
Shares purchasable pursuant to this Warrant in effect at the time
of such action shall be proportionately increased (but not higher
than $.50 per share) and the number of Warrant Shares at that time
purchasable pursuant to this Warrant shall be proportionately
decreased. Any dividend paid or distributed upon the Common Stock
in stock of any other class of securities convertible into shares
of Common Stock shall be treated as a dividend paid in Common Stock
to the extent that shares of Common Stock are issuable upon the
conversion thereof.
2. In case, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall be recapitalized by
reclassifying its outstanding Common Stock, no par value, into
stock with a different par value or by changing its outstanding
Common Stock with par value to stock without par, the Company or a
successor corporation shall be consolidated or merge with or convey
all or substantially all of its or of any successor corporation's
property and assets to any other corporation or corporations (any
such corporation being included within the meaning of the term
successor corporation in the event of any consolidation or merger
of any such corporation with, or the sale of all or substantially
all of the property of any such corporation to, another corporation
or corporations), in exchange for stock or securities of a
successor corporation, the holder of this Warrant shall thereafter
have the right to purchase upon the terms and conditions and during
the time specified in this Warrant, in lieu of the Warrant Shares
theretofore purchasable upon the exercise of this Warrant, the kind
and amount of shares of stock and other securities receivable upon
such recapitalization or consolidation, merger or conveyance by a
holder of the number of shares of Common Stock which the holder of
3
<PAGE>
this Warrant might have purchased immediately prior to such
recapitalization or consolidation, merger or conveyance.
3. Upon the occurrence of each event requiring an adjustment
of the Exercise Price and of the number of Warrant Shares
purchasable at such adjusted Exercise Price by reason of such event
in accordance with the provisions of this Section F., the Company
shall compute the adjusted Exercise Price and the adjusted number
of Warrant Shares purchasable at such adjusted Exercise Price by
reason of such event in accordance with the provisions of this
Section F. and shall prepare a certificate setting forth such
adjusted Exercise Price and the adjusted number of Warrant Shares
and showing in detail the facts upon which such conclusions are
based. The Company shall mail forthwith to each holder of this
Warrant a copy of such certificate, and thereafter said certificate
shall be conclusive and shall be binding upon such holder unless
contested by such holder by written notice to the Company within
thirty (30) days after receipt of the certificate by such holder.
4. In case:
(a) the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a
dividend or any other distribution in respect of the Common Stock
(including cash), pursuant to without limitation, any spin-off,
split-off or distribution of the Company's assets; or
(b) the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to subscribe for
or purchase any shares of stock of any class or to receive any
other rights; or
(c) of any classification, reclassification or other
reorganization of the capital stock of the Company, consolidation
or merger of the Company with or into another corporation, or
conveyance of all or substantially all of the assets of the
Company; or
(d) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, and in any such case, the Company shall mail to the Holder,
at least twenty (20) days prior thereto, a notice stating the date
or expected date on which a record is to be taken for the purpose
of such dividend or distribution of rights, or the date
on which such classification, reclassification, reorganization,
4
<PAGE>
consolidation, merger, conveyance, dissolution, liquidation, or
winding up is to take place, as the case may be. Such notice shall
also specify the date or expected date, if any is to be fixed, as
of which holders of Common Stock of record shall be entitled to
participate in said dividend on distribution of rights, or shall be
entitled to exchange their shares of Common stock for securities or
other property deliverable upon such classification,
reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation, or winding up, as the case
may be. The failure to give such notice shall not affect the
validity of any such proceeding or transaction and shall not affect
the right of the holder of this Warrant to participate in said
dividend, distribution of rights, or any such exchange and acquire
the kind and amount of cash, securities or other property as the
Holder would have been entitled to acquire if it was the record
holder of the Warrant Shares which could be obtained upon the
exercise of the Warrants immediately before such proceeding or
transaction; provided that, the Holder exercises the Warrants
within 30 days after discovery that such action or proceeding has
taken place.
5. In case the Company at any time while this Warrant shall
remain unexpired and unexercised, shall dissolve, liquidate, or
wind up its affairs, the holder of this Warrant may thereafter
receive upon exercise hereof in lieu of each share of Common Stock
of the Company which it would have been entitled to receive, the
same kind and amount of any securities or assets as may be
issuable, distributable or payable upon any such dissolution,
liquidation or winding up with respect to each share of Common
Stock of the Company.
G. OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing Section,
the Company shall forthwith file in the custody of its Secretary at
its principal office and with the Warrant agent, an officer's
certificate showing the adjusted Exercise Price determined as
therein provided, setting forth in reasonable detail the facts
requiring such adjustment, including a statement of the number of
additional shares of Common Stock, if any, the consideration for
such shares, determined as such Section F. provided, and such other
facts as shall be necessary to show the reason for and the manner
of computing such adjustment. Each such officer's certificate
shall be made available at all reasonable times for inspection by
the holder and the Company shall, forthwith after each such
adjustment, mail a copy of such certificate to the holder.
5
<PAGE>
H. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither
this Warrant, the Warrant Shares, nor any other security issued or
issuable upon exercise of this Warrant may be sold or otherwise
disposed or except as follows:
1. to a person who, in the opinion of counsel reasonably
satisfactory to the Company, is a person to whom the Warrant or
Warrant Shares may legally be transferred without registration and
without the delivery of a current prospectus under the Securities
Act of 1933, as amended (the "Act") with respect thereto and then
only against receipt of an agreement of such person to comply with
the provisions of this Section H. with respect to any resale or
other disposition of such securities; or
2. to any person upon the filing of a Registration Statement
under the Act and delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the
offering thereof for such sale or disposition.
I. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the holder as follows:
1. The Company is duly organized and, as of the date of the
original issuance hereof, validly existing and in good standing
under the laws of the state of Nevada.
2. The Company shall at all times reserve and keep available
out of its authorized shares of Common Stock, solely for the
purpose of issuing Warrant Shares upon the exercise of this
Warrant, such shares as may be issuable upon the exercise hereof.
3. Warrant Shares, when issued and paid for in accordance with
the terms of this Warrant, will be fully paid and not assessable.
4. This Warrant has been duly authorized and approved by all
required corporate action by the Company and does not violate the
certificate of incorporation or by-laws of the Company.
[CORPORATE SEAL] MARQUEE ENTERTAINMENT, INC.
By: /s/ Harold Brown
----------------------------
Harold Brown, CEO
Dated:
ATTEST:
/s/ Harold Brown
- --------------------------
Harold Brown, Secretary
6
<PAGE>
PURCHASE FORM
TO BE EXECUTED
UPON EXERCISE OF WARRANTS
TO: Marquee Entertainment, Inc.
6404 Wilshire Boulevard, Suite 550
Los Angeles, CA 90048
The undersigned hereby exercises, according to the terms and
conditions thereof, the right to purchase [ ] Shares of
Common Stock, evidenced by the within Warrant Certificate, and
herewith makes payment of the purchase price in full,
Dated:
------------------------------
Name:
------------------------------
Address:
----------------------------
Signature:
--------------------------
UPON EXERCISE OF THIS WARRANT PAYMENT SHOULD BE MADE TO THE ORDER
OF MARQUEE ENTERTAINMENT, INC.
7
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SCHEDULE OF WARRANT HOLDERS
---------------------------
Holder Amount Exercise Price
- ------ ------ --------------
Hal Brown 200,000 $0.25
Harvey Seslowsky 100,000 $0.25
David DeShay 50,000 $0.25
Deborah Citraro 25,000 $0.25
Joel Schneider 50,000 $0.25
Herbert Sommer 50,000 $0.25
<PAGE>
EXHIBIT 5.0
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<PAGE>
SOMMER & SCHNEIDER LLP
600 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
-----------
Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
May 25, 1999
COMBINED OPINION AND CONSENT
----------------------------
Marquee Entertainment, Inc.
6404 Wilshire Boulevard, Suite 550
Los Angeles, CA 90048
Re: Marquee Entertainment, Inc.
Gentlemen:
We have acted as counsel to Marquee Entertainment, Inc., a
Nevada corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 as
amended (the "Act") of the Company's Registration Statement on
Form S-8, filed contemporaneously with the Commission relating to
the registration under the Act of 475,000 Common Stock Purchase
Warrants ("Warrants") and 475,000 shares of Common Stock, $.04
par value, (the "Common Stock") issuable upon the exercise of the
Warrants.
In rendering this opinion, we have reviewed the Registration
Statement on Form S-8, as well as a copy of the Certificate of
Incorporation of the Company, as amended, and the By-Laws of the
Company. We have also reviewed such statutes and judicial
precedents as we have deemed relevant and necessary as a basis
for the opinion hereinafter expressed. In our examination, we
have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity with, the original
documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such
copies.
Based on the foregoing and in reliance thereon, and subject
to the qualifications and limitations set forth herein, we are of
the opinion that:
(1) The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of Nevada;
<PAGE>
Marquee Entertainment, Inc.
May 25, 1999
Page 2
(2) The Common Stock when issued upon the exercise of the
Warrants, will be legally issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Law and
the Constitution of the State of Nevada and we express no opinion
with respect to the laws of any other jurisdiction. We consent
to your filing this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement on Form S-
8. This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our prior
written consent.
Very truly yours,
/s/ Joel C. Schneider
Joel C. Schneider
JCS/md
<PAGE>
EXHIBIT 24.0
------------
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Marquee Entertainment, Inc.
Los Angeles, California
We have issued our report dated December 23, 1998 relating to the
financial statements of Marquee Entertainment, Inc. for the year
ended September 30, 1998, appearing in the Company's Annual Report
on Form 10-K. Such report has been incorporated by reference in
this Registration Statement. We consent to the incorporation by
reference in this Registration Statement on Form S-8 of the
aforementioned report.
/s/ Jay J. Shapiro
----------------------------
JAY J. SHAPIRO, CPA
a Professional Corporation
Encino, California
May 24, 1999
