<PAGE>
As filed with the Securities and Exchange Commission on September 20, 1996
Registration No. 333-________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
MPTV, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0222781
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3 Civic Plaza, Suite 210
Newport Beach, California 92660
(Address of Principal Executive Offices)
1994 - 1996 CONSULTING AGREEMENTS
(Full Title of the Plan)
James C. Vellema
Chairman of the Board
MPTV, Inc.
3 Civic Plaza, Suite 210
Newport Beach, California 92660
(714) 760-6747
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
CATHRYN S. GAWNE, ESQ.
Shapiro, Rosenfeld & Close
2029 Century Park East, Suite 2600
Los Angeles, California 90067
(310) 277-1818
Telecopy: (310) 201-4776
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to be Registered Amount to be Price per Offering Registration
Registered Share Price Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05 par value 52,243,739 shares $0.1328125(1) $6,938,622(1) $2,392.44
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
_______________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the Registrant's consultants as specified by Rule
428(b)(1).
<PAGE>
PROSPECTUS 52,243,739 Shares
MPTV, INC.
Common Stock
REOFFER PROSPECTUS
___________________
This Prospectus relates to up to 52,243,739 shares of Common Stock of
MPTV, Inc., a Nevada corporation (the "Company"). The Company will not
receive any proceeds from the sale of shares of Common Stock by the Selling
Stockholders.
See "Risk Factors" for discussion of certain factors that should be
considered by prospective purchasers of the Common Stock offered hereby.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 20, 1996.
-1-
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect
to the Company and the Common Stock offered hereby, reference is made to the
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus as to the contents of a contract or
other document referred to are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement. A copy of the Registration Statement
may be inspected without charge at the offices of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part of the
Registration Statement may be obtained by the Public Reference Section of the
Commission, Washington, D.C. 20549 upon the payment of the fees prescribed
by the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports and other information with the
Commission. The Registration Statement, including the exhibits thereto, as
well as such reports and other information filed by the Company with the
Commission, can be inspected, without charge, and copied at the public
reference facilities maintained by the Commission at the office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024, and
at the following Regional Offices of the Commission: 75 Park Place, New York,
New York 10007, Room 1400 and 500 West Madison Street, Chicago, Illinois
60661, Suite 1400. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates.
The Company hereby undertakes to provide to each person to whom this
Prospectus is delivered, without charge, upon written or oral request of such
person, a copy of any or all documents that have been incorporated by
reference in this Prospectus. Such documents may be obtained by contacting
James C. Vellema, Chairman of the Board and Chief Executive Officer, MPTV,
Inc., 3 Civic Plaza, Suite 210, Newport Beach, California 92660, telephone
number (714) 760-6747.
-2-
<PAGE>
PROSPECTUS SUMMARY
This Prospectus covers the resale of up to 52,243,739 shares of the
Company's Common Stock (the "Shares") by certain Selling Stockholders who
acquired the stock for consulting services rendered to the Company at various
times during the period commencing September 1994 through August 15, 1996.
Such services were rendered pursuant to Consulting Agreements (the
"Consulting Agreements") by and between each Selling Stockholder and the
Company.
Purchasers of the Shares offered by this Prospectus should carefully
consider the information set forth under the heading "Risk Factors" below.
The Company's principal executive offices are located at 3 Civic Plaza,
Suite 210, Newport Beach, California 92660, and its telephone number is (714)
760-6747.
RISK FACTORS
Investors should carefully consider the following risk factors, as well
as the other information contained in this Prospectus.
RISKS RELATING TO THE COMPANY
OPERATING LOSSES; ABILITY TO CONTINUE AS A GOING CONCERN
During the years ended December 31, 1994 and 1995, and the six months
ended June 30, 1996, the Company incurred net losses of $3,126,864,
$8,409,377 and $2,081,954, respectively. The Company had no revenues from
timeshare operations for the years ended December 31, 1994 or December 31,
1995 or the six months ended June 30, 1996, respectively. The Company's
independent accountants issued a report for the financial statements at
December 31, 1994 and December 31, 1995 and for the respective years then
ended, indicating substantial doubt about the Company's ability to continue
as a going concern. The Company anticipates incurring additional losses in
the future. The continuation of such losses could require the Company to
divest parts of its business or seek additional financing or equity capital.
If divesting is required, management currently intends to first attempt to
divest its Minnesota real estate. There can be no assurance, however, that
the Company will be able to locate a purchaser for said real property or that
any such sale will be on terms acceptable to the Company. If the Company is
required to seek additional financing or equity capital, there can be no
assurance that additional financing or equity capital will be available to
the Company or if available, that such financing or equity capital will be
sufficient or on satisfactory terms.
The poor financial condition of the Company has had, and will continue
to have, a negative impact on its ability to consummate its plans for the
conversion of the Lake Tropicana Apartments into
-3-
<PAGE>
a timeshare development. If sufficient financial or equity capital is not
available, the Company would not be able to complete the conversion of, and as
a result could not market timeshare interests in, Lake Tropicana. The sale of
timeshare interests is required in order to service existing debt on Lake
Tropicana; accordingly, without such additional financing, the Company might
be forced to sell the Lake Tropicana Apartments or become involved in
foreclosure proceedings with respect to the Apartments. The proceeds that
the Company would receive from an arms-length sale of Lake Tropicana would
be substantially less than its carrying value as reflected in the historical
financial statements of the Company. Given the current debt encumbering
the Lake Tropicana Apartments, it is unlikely that the value of the
Apartments would generate funds which would be available to the holders of
Common Stock.
ISSUANCE OF COMMON STOCK IN EXCESS OF SHARES AUTHORIZED
Since March 31, 1996, the Company has issued a significant number of
shares of its Common Stock for cash and services rendered. Management has
become aware that these issuances of its Common Stock caused the total number
of issued and outstanding shares to exceed the 50,000,000 shares previously
authorized in the Company's Articles of Incorporation. Certain of the Shares
are included in the Common Stock issued in excess of the authorized number
(the "Excess Shares"). Although the Company's Board of Directors and
stockholders approved an increase in the number of authorized shares to
100,000,000, and the Company filed an Amendment to its Articles of
Incorporation on July 8, 1996 effecting such increase, the stockholder
approval was received prior to the mailing of definitive proxy material under
the Exchange Act. In addition to administrative remedies that may be pursued
by governmental agencies, the recipients of the Excess Shares may seek
recovery of the purchase price of the stock plus interest through a
rescission offer, the amount of which cannot be presently determined. There
can be no assurance that the ratification of such increase and the filing of
the Registration Statement of which this Reoffer Prospectus forms a part will
provide an adequate remedy for the holders of such Excess Shares.
ISSUANCE OF COMMON STOCK WITHOUT SECURITIES ACT REGISTRATION
Shares of the Company's freely tradeable Common Stock have been
improperly issued without registration under Federal and state securities
laws. In addition to administrative remedies which may be pursued by
governmental agencies, the recipients of these shares of Common Stock may
seek recovery of the purchase price of the stock plus interest through a
rescission offer, the amount of which cannot be presently determined, and
could have a material adverse impact on the Company's financial position and
liquidity. The Registration Statement of which this Prospectus forms a part
is one of the registration statements being filed by the Company to register
these shares. There can be no assurance, however, that such filings will
provide an adequate remedy. Until resolved, the impact of such issuances on
the Company's ability to raise
-4-
<PAGE>
additional capital through the future issuances of Common Stock is unknown.
NASDAQ DELISTING
On April 19, 1996, The NASDAQ Stock Market, Inc. ("NASDAQ"), which
manages the NASDAQ SmallCap Market Exchange (the "Exchange") on which the
Company's Common Stock was formerly listed and traded, informed management
that the Company had failed to meet certain listing maintenance requirements
and had not filed its Annual Report on Form 10-KSB within the required time
frame. NASDAQ gave the Company until May 20, 1996 to file such Annual Report
and to submit a plan detailing how the Company intended to meet the listing
maintenance requirements in the future. The Company filed the Annual Report
and submitted the required plan. On June 12, 1996, the Company received a
letter from NASDAQ informing the Company that its Common Stock was scheduled
to be delisted from the Exchange effective with the close of business on
Wednesday, June 26, 1996 for failure to meet certain continuing listing
requirements. Although the Company currently satisfies the market float,
number of market makers and asset requirements, it does not meet the net
worth or share price criteria. The Company requested that NASDAQ conduct an
oral hearing to reconsider the decision to delist the Common Stock, and such
hearing was held on July 12, 1996 (the delisting was stayed pending the
outcome of the hearing). Management subsequently received a letter, dated
July 17, 1996 from NASDAQ, informing the Company that its securities were to
be deleted from the Exchange effective July 18, 1996. The Company has
requested that the NASDAQ Listing and Review Committee review this decision,
but the request will not operate as a stay to the deletion of the Common
Stock. In the meantime, the Common Stock is listed and traded on the OTC
Bulletin Board. There can be no assurance as to the outcome of the pending
review.
As a result of such delisting, an investor could find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Common Stock. In addition, subsequent to such delisting, if the trading
price of the Common Stock was less than $5.00 per share, trading in the
Common Stock would also be subject to the requirements of Rule 15c2-6 and/or
Rule 15g-9 promulgated under the Exchange Act. Under such Rules,
broker/dealers who recommend such low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements, including a requirement that they make an
individualized written suitability determination for the purchase and receive
the purchaser's written consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 also requires
additional disclosure in connection with any trades involving a stock defined
as a "penny stock" (generally, according to recent regulations adopted by the
Securities and Exchange Commission, any non-Nasdaq equity security that has a
market price of less than $5.00 per share, subject to certain exemptions),
including the delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated
therewith. Such requirements could severely limit the market liquidity of
the Common Stock and
-5-
<PAGE>
the ability of purchasers in this offering to sell their securities in the
secondary market.
DEPENDENCE ON KEY PERSONNEL
The success of the Company will be highly dependent on the personal
efforts of James C. Vellema, Chairman of the Board and Chief Executive
Officer and Hurley C. Reed, its President. The loss of the services of
either of them could have a material adverse effect upon the Company's
business and prospects. The Company currently does not have "key person"
life insurance on their respective lives.
SIGNIFICANT RISKS FROM TIGHT CONSTRUCTION TIMETABLES
There are a number of construction timetable risks over which the
Company has little control and which might adversely affect the completion
time of its planned timeshare resort renovations. Such risks include, but
are not limited to, an inability to control costs, bad weather,
unavailability of supplies or skilled labor, work stoppages, Acts of God, and
other conditions beyond the builder's control. Delays in completion of
renovations could cause the Company to lose operating permits, delay receipt
of certificates of occupancy, permit rescission of timeshare sales and
preclude effective planning for optimum marketing periods, and generally
cause the Company to fail to perform, with resulting legal costs and
penalties. The Company's requirement for additional financing will mean that
even relatively small delays in meeting the construction timetables which the
Company has established for itself could put the Company in a position in
which it is without the capital required, potentially jeopardizing the
existence and continuation of the Company.
RISKS RELATING TO THE RESORT TIMESHARE INDUSTRY
GOVERNMENT REGULATION
The Company intends to market interests in its Lake Tropicana resort on
an interval ownership or timeshare basis. Sales of interval ownership units
require registration or other regulatory compliance in the State of Nevada
and certain other states where such units may be sold. The Company is in the
process of complying with applicable regulations to sell interval units in
Lake Tropicana in Nevada and California, but such compliance has not been
completed as of the date of this Prospectus. If the Company is unable to
sell interval units in Lake Tropicana, the potential value of Lake Tropicana
as a rental property may be substantially lower than the potential value if
sold in timeshare intervals.
ADVERSE ECONOMIC CONDITIONS
The timeshare resort industry in particular, and the real estate
industry in general, have experienced adverse economic conditions over the
last several years. Timeshares are more likely to be successful in markets
characterized as growing vacation destinations, with a corresponding demand
for accommodations.
-6-
<PAGE>
Therefore, the ability to sell Lake Tropicana units and the prices which can
be obtained from such sales will be dependent, in part, on factors generally
affecting the market for Las Vegas as a vacation destination. Such factors
include growth in the number of tourist attractions (in particular, those
catering to families), the attractiveness and supply of competitive timeshare
accommodations and the relative attractiveness and supply of competitive
hotel or resort accommodations. There is no assurance that the Company will
be able to sell enough timeshare units to achieve profitability for the
project.
COMPETITION
The resort timeshare industry is highly competitive. In the resort
timeshare industry, the Company competes against other timeshare and interval
unit projects as well as hotel and resort accommodations. The involvement by
major corporations add to the competition. Many of such competitors are more
established and have greater name recognition and financial and other
resources than the Company. There can be no assurance that the Company will
be able to compete successfully with existing or new competitors, and failure
to do so could have a material adverse effect on the Company's operating
results.
HYPOTHECATION FINANCING
Timeshare units are typically financed by the consumer through financing
provided by or arranged through the interval developer. The Company
currently intends to finance sales of the Lake Tropicana units by accepting
notes from the purchasers, and the Company has obtained a commitment from
Stanford Capital, subject to certain conditions, for up to $100 million in
receivables financing. The sale of timeshare notes receivable under this
arrangement would be on a recourse basis, meaning that the Company would be
required to repurchase any consumer note which defaulted. The Company will
therefore remain contingently liable for an extended period following the
sale of an interval unit.
UNINSURED LOSSES
In the timeshare resort industry there are certain types of losses
against which it is not economically feasible to insure, such as war,
earthquakes, hurricanes, floods and other Acts of God. While earthquakes
occur from time to time in Las Vegas and in the Palm Springs area (respective
sites of the Lake Tropicana and Rancho Mirage resorts), to date no damage has
occurred to the Company's properties. Should such an uninsured loss occur,
the Company could suffer a substantial loss of capital invested and future
revenues.
PROSPECTIVE FINANCING
The Company is actively exploring financing alternatives, but has been
unable to consummate any alternative financing to date. In the past two
years, the Company has received letters of intent from prospective lenders and
financial intermediaries, and has paid commitment fees, in cash and/or
shares of Common Stock, to certain of these parties. None of these letters
of intent have to date, resulted in consummated loans or financing. There
can be no assurance that the Company will be able to obtain financing, if
at all, on terms and conditions acceptable to the Company.
-7-
<PAGE>
GROWTH THROUGH ACQUISITIONS
The Company is attempting to diversify and has entered into certain
agreements with respect to timeshare projects in Rancho Mirage, California
and Kona, Hawaii. However, such agreements are subject to terms and
conditions including the ability of the Company to contribute substantial
capital. The Company is currently seeking the required financing; however,
there can be no assurance of its ability to obtain such financing, if at all,
on terms and conditions acceptable to the Company. In the event that
adequate financing is not available, the Company may be unable to consummate
the transactions.
RISKS RELATING TO THE OFFERING
DIVIDENDS
The Company has never paid cash dividends on its capital stock, and it
is not anticipated that cash dividends will be paid in the foreseeable
future. Any future decision to pay cash dividends will be made on the basis
of earnings, alternative needs for funds and other conditions existing at the
time; however, no assurances can be given that dividends will be paid in the
future, or, if they are, as to the amount of any such dividends.
LIMITED TRADING MARKET; FLUCTUATIONS IN MARKET PRICE
The Company's Common Stock currently trades on the Over the Counter
("OTC") Market, after having been delisted in July 1996 from the Nasdaq
SmallCap Market. As a result of such delisting, investors may find it more
difficult to dispose of, or to obtain accurate quotations as to the market
value of the Common Stock. The prices at which the Company's Common Stock is
traded in the market have been subject to wide fluctuations which did not
always appear to relate to the Company's financial condition or prospects.
The Company can give no assurance that such price swings will not recur for
the Common Stock in the future.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, the Company will have approximately
93,081,911 shares of Common Stock outstanding. Approximately 52,243,739 of
said shares will be eligible for sale in the public market pursuant to this
offering; a substantial number of additional shares are currently eligible
subject to Rule 144, promulgated under the Securities Act. The presence of a
large number of shares eligible for resale pursuant to this offering may thus
have a negative impact on the market for the Company's stock during the
pendency of the offering.
-8-
<PAGE>
USE OF PROCEEDS
All of the shares of Common Stock offered hereby are being sold by the
Selling Stockholders. The Company will not receive any proceeds from the
sale of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information, as of September 16,
1996, concerning beneficial ownership of Common Stock, and as adjusted to
reflect the sale of the Shares in this offering, by (i) each person known by
the Company to own beneficially more than five percent of the outstanding
shares of Common Stock, (ii) each Director of the Company, (iii) the
executive officers of the Company, (iv) all Directors and executive officers
of the Company as a group and (v) each Selling Stockholder. Unless otherwise
indicated, all amounts reflected in the table represent shares over which the
beneficial owners have sole voting and investment power.
<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY BENEFICIALLY OWNED
OWNED BEFORE OFFERING NUMBER OF AFTER OFFERING
--------------------- SHARES ---------------------
BENEFICIAL OWNER(1) NUMBER PERCENTAGE OFFERED NUMBER PERCENTAGE
- ------------------- ------ ---------- --------- ------ ----------
<S> <C> <C> <C> <C> <C>
James C. Vellema 3,910,870(2) 4.2% 0 3,910,970 4.2%
and Kathryn M.
Vellema, joint
tenants
The Donald G. 3,760,870 4.0% 0 3,760,870 4.0%
Saunders and Bonnie
Saunders 1987
Family Trust
32251 Peppertree
Bend San Juan
Capistrano, CA
92675
Hurley C. Reed 50,000(3) * 0 50,000 *
Raymond Rasmussen 1,010,000(4) 1.1% 480,000 530,000 *
All Directors and 8,731,740(2)(3)(4) 9.4% 480,000 8,251,740 8.7%
executive officers
as a group (three
persons)
Bickley, Philip C. 87,413 * 87,413 0 0
& Helen M.
5503 Springbrook
Drive; Wausau, WI
54401-9133
Corradetti, Joseph 268,667 * 268,667 0 0
422 13TH Street
Sparks, NV 89431
</TABLE>
-9-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Denny, William B. 720,000 * 720,000 0 0
33 Summerside
Coto de Casa, CA
92679.
Erikson, Gertrude 160,000 * 160,000 0 0
3279 Caminito Ameca
La Jolla, CA 92037
Erickson, Harlan C. 8,120,000(5) 8.7% 8,120,000 0 0
43 Southampton CT.
Newport Beach, CA
92660
Erickson, Richard C. 400,000 * 400,000 0 0
2128 237th Street, S.E.
Bohell, WA 98021
Fenway Advisory 5,536,666 5.9% 5,536,666 0 0
Group
1901 Avenue of the Stars
Suite 2000
Los Angeles, CA 90067
Hammer, James D. 1,250,000 1.3% 1,250,000 0 0
Havekorst, Walter 6,080,000 6.5% 6,080,000 0 0
III 14 Ciermont
Newport Beach CA
92657
Hogland Family 1,120,000 1.2% 1,120,000 0 0
Trust 101 The
Masters Circle,
Costa Mesa CA
92627
Holland, Neal 200,000 * 200,000 0 0
4212 Caliper Dr.
Las Vegas, NV 89110
Howes, Lucille 416,000 * 416,000 0 0
3109 Via Eboli
Newport Beach, CA
92663
Jack E. Mulholland 100,000 * 100,000 0 0
Construction
4861 Trail Street
Norco, CA 91760
Knox, Charles R. 160,000 * 160,000 0 0
Lehman, Howard 80,000 * 80,000 0 0
30801 S. Coast
Highway #19, South
Laguna, CA 92680
Lester, William A. 3,800,000(6) 4.1% 3,800,000 0 0
2611 Crestview
Newport Beach, CA
92663
Lester, William F. 320,000 * 320,000 0 0
264 Brentwood
Costa Mesa, CA 92627
Liss, Jerome E. 1,720,000 1.8% 1,720,000 0 0
C10 Pfister Hotel
424 E. Wisconsin Ave.
Milwaukee, WI 53202
McDivitt, Daniel 43,000 * 43,000 0 0
7508 Turtle Dove
Court, Las Vegas NV
89129
Meservey, James M. 112,000 * 112,000 0 0
</TABLE>
-10-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Mullalley, Michael 55,000 * 55,000 0 0
P.O. Box 545 Poway,
CA 92064
Nielsen, Mark 62,500 * 62,500 0 0
2215 E. Calvary
Prescott, AZ 96301
Nordvik, William 25,000 * 25,000 0 0
19760 County Road 72
Elk River, Minn. 58209
Oberlin, Kenneth 8,916,000 9.6% 8,916,000 0 0
1820 Newport Blvd.
Costa Mesa, CA 92627
O'Connor, Colleen 40,000 * 40,000 0 0
Osborn, Ben F. P.O. 1,150,000(7) 1.2% 1,150,000 0 0
Box 5731, Fullerton
CA 92635
Pfahler, Reinhold 5,460,000(8) 5.9% 5,460,000 0 0
Happy Valley Ranch
Post Office Box 848
Alpine, California
91903
Pidorenko, John 1,100,000 1.2% 1,100,000 0 0
3607 Ventura Dr.
Lakeland, Fl 33811
Red Oak Finance 500,000 * 500,000 0 0
C/O Pfister Hotel
424 E. Wisconsin
Ave., Milwaukee, WI
53202
Robertson, Paul B. 480,000 * 480,000 0 0
34572 #C Camino Capistrano
Capistrano Beach, CA 92624
Sallee, Janet 87,413 * 87,413 0 0
R 2, Norris City,
IL 62869
Sallee, John M. & 87,413 * 87,413 0 0
Sarah
407 S. Broadway
Nashville, IL
62263
S.J. Ritz 2,500 * 2,500 0 0
St. Pierre, Louis 400,000 * 400,000 0 0
18 Odyssey Ct.
Newport Beach, CA 92663
Swisher & Hall 624,167 * 624,167 0 0
1725 Rainbow, Suite 25
Las Vegas, NV 89102
Thompson, Charles R. 80,000(9) * 80,000 0 0
424 Pirate Road
Newport Beach, CA
92663
Verstegen, William 2,000,000 2.1% 2,000,000 0 0
D. ----------
52,243,749
----------
----------
</TABLE>
- ----------------------------------
* indicates less than 1% of the outstanding shares of Common Stock.
(1) Unless otherwise indicated, the address of each of the persons listed
above is c/o MPTV, Inc. 3 Civic Plaza, Suite 210, Newport Beach,
California 92660.
-11-
<PAGE>
(2) Includes options to purchase 150,000 shares, all of which are
exercisable within 60 days of September 16, 1996.
(3) Comprised of options to purchase 50,000 shares, all of which are
exercisable within 60 days of September 16, 1996.
(4) Includes options to purchase 525,000 shares, all of which are
exercisable within 60 days of September 16, 1996.
(5) Includes 6,160,000 shares held in Erickson Trust.
(6) Includes 2,800,000 shares held as trustee for Lester Family Trust;
680,000 shares held with Joye Lester; 320,000 as individual.
(7) Includes 800,000 shares held with Virginia V. Osborn.
(8) Includes 640,000 shares held by Newport Sports Corporation, a wholly
owned corporation by Reinhold Pfahler.
(9) Includes 40,000 shares held with Mildred Thompson.
-12-
<PAGE>
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, $.05 par value per share.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of Common
Stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of Common Stock are entitled to
receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available therefor, subject to any
preferential dividend rights of outstanding preferred stock. Upon the
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to receive ratably the net assets of the Company available
after the payment of all debts and other liabilities and subject to the prior
rights of any outstanding preferred stock. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. All the
outstanding shares of Common Stock are fully paid and non-assessable. The
rights, preferences and privileges of holders of Common Stock are subject to,
and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock that the Company may create, designate and issue in
the future.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is United Stock
Transfer in Englewood, Colorado.
PLAN OF DISTRIBUTION
The shares of Common Stock being offered by this Prospectus will be sold
in standard dealers' transactions. The dealers who will be effecting such
sales have not yet been identified, nor have the time, date or place of such
sales been determined. The commissions and/or compensation to be payable to
said dealers will be the standard competitive broker's commissions prevalent
in the community where such dealers conduct their respective business. There
is currently no plan of distribution, agreement, arrangement or understanding
with any broker or dealer that has been entered into prior to the date of
this Prospectus, nor is it anticipated that any such arrangement will be
entered into except for the standard provisions and documentation involved in
opening up a retail brokerage customer account. The Company expects that the
shares of Common Stock, when sold, will be sold for cash at the
then-prevailing market price less the standard broker's commission. It is
expected that the shares of Common Stock will be sold through the Over the
Counter Market. No underwriter is currently expected to be involved in the
sale of the shares of Common Stock.
The number of Shares of Common Stock to be sold by each Selling
Stockholder and any other person with whom such Selling Stockholder is acting
in concert for the purposes of selling Common Stock may not exceed, during any
three-month period, the greater of (i) one percent of the Company's
outstanding Common Stock or (ii) the average weekly reported volume of trading
in the Common Stock during the four calendar weeks preceding the date of
receipt of the order to execute such sale by a broker or the execution of such
sale by a market maker.
-13-
<PAGE>
INCORPORATION BY REFERENCE
The documents listed in Paragraphs (a) through (c) below are hereby
incorporated by reference in this Prospectus. All documents subsequently
filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the termination of this offering, shall be deemed to
be incorporated by reference in this Prospectus.
(a) The Company's latest Annual Report on Form 10-KSB for the year
ended December 31, 1995.
(b) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
above-referenced Annual Report.
-14-
<PAGE>
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . 13
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Incorporation by Reference. . . . . . . . . . . . . . . . . . . . . . . . 14
-15-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are
hereby incorporated by reference in this Registration Statement. All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered herein have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereto from the
date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
(b) All other reports filed by Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the above-referenced Annual Report.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada Revised Statutes permits the
indemnification of officers, directors, employees and agents of the
Registrant and requires indemnification in certain instances. Such provision
reads as follows:
78.751. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
ADVANCEMENT OF EXPENSES.
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or
proceeding 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. The termination of any action, suit
II-1
<PAGE>
or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2, or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.
4. Any indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, must be made
by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a
quorum consisting of directors who were not parties to the
act, suit or proceeding;
(c) If a majority vote of a quorum consisting of
directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a
written opinion; or
II-2
<PAGE>
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained,
by independent legal counsel in a written opinion.
5. The certificate or articles of incorporation, the bylaws or
an agreement made by the corporation may provide that the expenses of
officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit
or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do
not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses
may be entitled under the certificate or articles of
incorporation or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an
action in his official capacity or an action in another
capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of
any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to
the cause of action.
(b) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a
person.
Item 7. Exemption From Registration Claimed.
The shares of Common Stock being registered pursuant to this
Registration Statement on Form S-8 were issued by the Registrant over the
past two years to individual consultants to the Registrant, pursuant to the
terms and conditions of consulting agreements. Such issuances were made in
transactions not involving a public offering in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act.
II-3
<PAGE>
Item 8. Exhibits.
EXHIBIT
NUMBERS
10.18 Agreement, dated April 22, 1996, by and between the
Registrant and J. E. Liss and Company, Inc. (the "Liss
Agreement")
10.19 Agreement, dated March 22, 1995, by and between the
Registrant and Fenway Advisory Group (the "Fenway Agreement")
10.20 Agreement, dated May 13, 1994, by and between the Registrant
and Michael Mullalley (the "Mullalley Agreement")
10.21 Agreement, dated February 27, 1995, by and between the
Registrant and William Nordvik (the "Nordvik Agreement")
10.22 Agreement, dated July 13, 1995, by and between the
Registrant and John Pidorenko (the "Pidorenko Agreement")
10.23 Second Amendment, dated May 31, 1995, by and between the
Registrant and Swisher & Hall AIA, Ltd. (1)
10.24 Third Amendment, dated October 26, 1995, by and between
Registrant and Swisher & Hall AIA, Ltd. (1)
10.25 Fourth Amendment, dated March 4, 1996, by and between
Registrant and Swisher & Hall AIA, Ltd. (1)
10.26 Form Consulting Agreement and Amendment thereto.
24.5 Consent of Corbin & Wertz.
_________________________
(1) Incorporated by reference to Exhibit 10.2 to Registrant's Registration
Statement on Form S-8 (No. 33-83272), filed with the Commission on
August 24, 1994.
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 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.
II-4
<PAGE>
(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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of 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 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 Securities Act and will be governed by the
final adjudication of such issue.
II-5
<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 Newport Beach, State of California,
on this 19th day of September, 1996.
MPTV, INC.
By: /s/ JAMES C. VELLEMA
----------------------------
JAMES C. VELLEMA
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ JAMES C. VELLEMA
- ------------------------ Chairman of the Board September 19, 1996
JAMES C. VELLEMA and Chief Executive
Officer
/s/ HURLEY C. REED
- ------------------------ President and Chief September 19, 1996
HURLEY C. REED Financial Officer (Principal
Financial and Accounting
Officer) and a Director
- ------------------------ Director September __, 1996
RAYMOND RASMUSSEN
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBERS
10.18 Agreement, dated April 22, 1996, by and between the
Registrant and J. E. Liss and Company, Inc. (the "Liss
Agreement")
10.19 Agreement, dated March 22, 1995, by and between the
Registrant and Fenway Advisory Group (the "Fenway Agreement")
10.20 Agreement, dated May 13, 1994, by and between the Registrant
and Michael Mullalley (the "Mullalley Agreement")
10.21 Agreement, dated February 27, 1995, by and between the
Registrant and William Nordvik (the "Nordvik Agreement")
10.22 Agreement, dated July 13, 1995, by and between the
Registrant and John Pidorenko (the "Pidorenko Agreement")
10.23 Second Amendment, dated May 31, 1995, by and between the
Registrant and Swisher & Hall AIA, Ltd. (1)
10.24 Third Amendment, dated October 26, 1995, by and between
Registrant and Swisher & Hall AIA, Ltd. (1)
10.25 Fourth Amendment, dated March 4, 1996, by and between
Registrant and Swisher & Hall AIA, Ltd. (1)
10.26 Form Consulting Agreement and Amendment thereto.
24.5 Consent of Corbin & Wertz.
_________________________
(1) Incorporated by reference to Exhibit 10.2 to Registrant's Registration
Statement on Form S-8 (No. 33-83272), filed with the Commission on
August 24, 1994.
II-7
<PAGE>
EXHIBIT 10.18
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is dated and entered into effective
as of April 22, 1996 (the "Effective Date"), by and between MPTV, INC., a
California corporation (the "Company"), and J. E. LISS AND COMPANY, INC., a
corporation (the "Consultant").
R-E-C-I-T-A-L-S
WHEREAS, the Company is a public corporation in various business enterprises
(the "Business") and the management and operation of the Business and desires
consulting services in connection with marketing and sale of the Business'
products and the financing of the Business' operation;
WHEREAS, the Consultant has extensive knowledge, background, experience and
expertise in the marketing and sale of products substantially similar to those
of the Business and in the financing of business enterprises substantially
similar to the Business and regularly provides consulting services based on such
knowledge, background, experience and expertise;
WHEREAS, the Company desires to engage the Consultant to provide such
consulting services and the Consultant desires to accept such engagement and
provide such services.
NOW, THEREFORE, for and in consideration of the foregoing Recitals, the mutual
covenants, provisions and terms set forth in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Consultant agree as follows:
1. TERM. The Company hereby engages, and retains the Consulting Services of
the Consultant during the period commencing on the Effective Date, and
continuing thereafter for a period of one (1) year unless earlier terminated in
accordance with the provisions set forth in Section 7 below (the "Term" of this
Agreement).
2. NATURE OF CONSULTING SERVICES. During the Term of this Agreement, the
Consultant shall devise, develop, prepare, expand and supervise marketing and
sales strategies for the Business' products and financing strategies for the
Business and its operations (collectively, the "Consulting Services") for the
Company. The Consultant shall provide such Consulting Services at the times and
in the manner reasonably requested by the Company. Such Consulting Services
shall include, without limitation, (a) the Consultant's commercially reasonable
best efforts to procure (i) marketing and sales contacts for the Company and
(ii) sources of financing for the Company; (b) actively propose and present
alternative methods for the Company's marketing and sales activities and the
Company's financing activities, options for improving such activities, and
suggested solutions to problems encountered in such activities; and
(c) providing other and further advice and
-1-
<PAGE>
counsel in connection with the Company's marketing and sales activities and the
Company's financing activities, as reasonably requested by the Company. In
connection with such Consulting Services, the Consultant shall gather necessary
information concerning the Company and shall release information and shall
prepare and distribute materials concerning the Company to the extent necessary
and appropriate to the Consultant providing the Consulting Services; provided
that the Company has provided prior written approval of any and all information
released and any and all materials prepared and distributed. Neither the
Consultant nor the officers, directors, employees, agent, contractors or other
representatives of the Consultant (the "Consultant's Representatives") shall
release or distribute any false or misleading information, make any false or
misleading statement or any misrepresentation of fact or commit any act, omit
any act or make any representation, warranty or statement which would conflict
with or violate (a) any applicable law, rule, regulation, order or decree,
(including without limitation, the various laws, rules and regulations of the
United States of America regulating the offering, issuance and sale of
securities); or (b) the accepted practices for promoting public companies.
3. TIME AND EFFORT. The Consultant and the Consultant's Representatives shall
devote the time and energy reasonably necessary and appropriate to providing the
Consulting Services. The, Consultant shall not undertake or engage in any
other business or activity to the extent that such business or activity would
impair, interfere or otherwise detrimentally affect the ability of the
Consultant to provide the Consulting Services or otherwise perform and satisfy
the Consultant's various duties, obligations and liabilities under this
Agreement.
3.1 KEY PERSON - JEROME E. LISS. Without limiting the generality of the
foregoing, Jerome E. Liss, an individual ("Liss") shall be and remain a
principal of and key person within the Consultant at all times during the
Term of this Agreement; and Liss shall devote Liss' reasonable time and
energy to providing the Consulting Services, but in no event less than the
time and energy reasonably necessary and appropriate to providing the
Consulting Services.
4. PERFORMANCE OF OBLIGATIONS BY THE CONSULTANT. Subject to the terms of this
Agreement, the Consultant shall determine the method, details, personnel and
means of providing the Consulting Services under this Agreement. The Company
shall not exercise direction or control over the Consultant in the performance
of the Consulting Services under this Agreement. Notwithstanding any provision
of this Agreement to the contrary, the Company shall not require the Consultant
or its principals, agents or employees to keep and maintain any particular
business or work hours during the Term of this Agreement so long as the
Consultant provides the Consulting Services required by this Agreement.
4.1 NO AUTHORITY TO BIND THE COMPANY. The Consultant shall have no
authority to obligate or incur on behalf of the Company any expense,
liability
-2-
<PAGE>
or obligation, or to enter into any contract on behalf of the Company with
respect to any expense, liability or obligation, without the prior written
approval of the Company. The Consultant shall, in all respects, perform
the Consulting Services under this Agreement in a diligent and competent
manner.
4.2 COOPERATION BY THE COMPANY. The Company shall provide access to any
and all documents and other information reasonably necessary to the
Consultant providing the Consulting Services and to otherwise performing
the Consultant's duties and obligations under this Agreement.
4.3 OFFICE SPACE AND REIMBURSEMENT OF EXPENSES. The Company shall not
provide or be required to provide the Consultant or Liss with any office
space, office equipment, support staff and services, and supplies whether
at the Company's principal offices or otherwise; any and all office space,
office equipment, support staff and services, and supplies necessary or
appropriate to the Consultant providing the Consulting Services shall be
provided and paid for by the Consultant at the Consultant's sole cost and
expense. The Company shall not be responsible, obligated or liable for
any cost or expense incurred by the Consultant in connection with or
otherwise related to providing the Consulting Services. Any and all
costs and expenses incurred by the Consultant in connection with or
otherwise related to providing the Consulting Services shall be the sole
and exclusive obligation and liability of the Consultant and the
Consultant shall pay such obligations and liabilities, as and when they
become due. The Consultant acknowledges and understands that the
Consultant will incur substantial costs and expenses in connection with
or otherwise related to the Consulting Services, including travel costs,
telephone charges and postage and shipping charges
4.4 REPORTING RELATIONSHIPS. No later than thirty (30) calendar days
following the Effective Date of this Agreement, the Company shall
designate one key person in the Company to manage and support the
Consultant in providing the Consulting Services; provided that such
designation shall be a matter within the Company's sole and absolute
discretion and provided further that the Company may designate a
replacement for such key person from time to time, within the Company's
sole and absolute discretion, during the Term of this Agreement.
Throughout the Term of this Agreement, the Consultant shall report to
such key person in providing any and all Consulting Services under this
Agreement. Without limiting the generality of the foregoing, the
Consultant shall submit monthly reports of the Consulting Services
provided under this Agreement to such key person in a form reasonably
approved by the Company and shall meet with such key person each month
during the Term of this Agreement at times and places mutually convenient
to the Consultant and the Company's key person.
-3-
<PAGE>
4.6 COMPETITIVE ACTIVITIES. Neither the Consultant nor Liss nor any
"Affiliate" thereof (as defined in this Section 4.6) shall engage in any
business (each, a "Competitive Business") which is substantially similar
to or which otherwise competes with the Business of the Company (or the
Company's subsidiaries). Neither the Consultant nor Liss nor any
Affiliate shall serve as an employee, officer, director, partner, member,
stockholder, participant, consultant or contractor, directly or
indirectly, of any Competitive Business. Neither the Consultant nor Liss
nor any Affiliate (whether acting alone or in association with others)
shall otherwise carry on, engage in, be employed by, take part in, consult
or advise, own, participate or share in the earnings of, invest, finance,
or lend to any Competitive Business. Notwithstanding the foregoing, the
Consultant , Liss, any Affiliate thereof or any one or more of them may
invest in the stocks, bonds and other securities of any Competitive
Business to the extent that (a) such Competitive Business issues
securities listed on any national securities exchange or issues securities
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (b) such investment does not exceed, with
respect to each class of capital stock, five percent (5%) of the issued
and outstanding shares within such class, or with respect to bonds and
securities, five percent (5%) of the aggregate principal amount of such
bonds or other securities issues and outstanding. For the purposes of
this Agreement, the term "Affiliate" means any person or entity which,
directly or indirectly, is in control of, is controlled by, or is under
common control with the Consultant, Liss, or any one or more of them.
4.5 INDEPENDENT CONTRACTOR. The Consultant shall act solely in a
consulting and advisory capacity hereunder and in consequence shall not
have authority to act for the Company or to give instructions or orders on
behalf of the Company or to make any decisions or commitments for or on
behalf of the Company. The Consultant shall not be an employee of the
Company but shall act in the capacity of an independent contractor. The
Company shall not be responsible for the withholding and payment of any
and all federal, state, local or other tax payable by the Consultant
whether based upon the Consultant's activities under this Agreement or the
Consultant's receipt of any compensation under this Agreement or
otherwise; the Consultant shall be responsible for, and shall pay, any and
all such taxes as and when they become due and payable.
5. COMPENSATION.
In consideration of the Consultant providing the Consulting Services and
performing and satisfying the various duties, obligations and liabilities
of the Consultant under this Agreement, the Company shall issue to the
Consultant one million (1,000,000) shares of common stock in the Company
no later than October 31, 1996. Such shares and the issuance thereof
shall be evidenced by one or more share certificates issued in the name of
the Consultant and shall
-4-
<PAGE>
be registered under an S-8 filing with the Securities and Exchange Commission.
The compensation provided under this Section 5 shall be, and shall be deemed and
considered, earned as of the Effective Date.
6. CONFIDENTIALITY.
6.1 DEFINITION OF PROPRIETARY INFORMATION. The Consultant hereby
acknowledges that during the Term of this Agreement, the Consultant may
make use of, acquire, create, develop or add to certain confidential and/or
proprietary information regarding the Company and/or the Business
(whether in existence prior to, as of or after the Effective Date,
collectively, "Proprietary Information"), which Proprietary Information
shall include, without limitation, all of the following materials and
information (whether or not reduced to writing and whether or not
patentable or protected by copyright): inventions, processes, formulae,
programs, technical data, "knowhow," procedures, manuals, confidential
reports and communications, marketing methods, product sales or cost
information, new product ideas or improvements, new packaging ideas or
improvements, research and development programs, identities or lists of
suppliers, vendors, and customers, financial information of the Company
of any nature whatsoever, or any other confidential or proprietary
information relating to the Company and/or the Business. The parties
hereto agree that the failure of any Proprietary Information to be
marked or otherwise labeled as confidential or proprietary information
shall not affect its status as Proprietary Information.
6.2 USE. The Consultant (i) shall hold in the strictest confidence
(except as previously approved by the Company in writing), and shall not,
directly or indirectly, disclose, divulge, reveal, report, publish,
transfer or otherwise communicate, or use for the Consultant's own benefit
or the benefit of any other person, partnership, firm, corporation or other
entity, or use to the detriment of the Company, or misuse in any way, any
Proprietary Information, and (ii) shall cause the Consultant's principals,
agents and employees to hold in the strictest confidence (except as
previously approved by the Company in writing), and to refrain, directly or
indirectly, from disclosing, divulging, revealing, reporting, publishing,
transferring or otherwise communicating, or using for such principal's,
employee's or agents own benefit or the benefit of any other person,
partnership, firm, corporation or other entity, or using to the detriment
of the Company, or misusing in any way, any Proprietary Information. The
Consultant and the Company each hereby understand, acknowledge and agree
that, as between them, all Proprietary Information acquired or made,
developed or conceived of in whole or in part by the Consultant constitutes
important, material and confidential and/or proprietary information of the
Company, constitutes unique and valuable information, and affects the
successful conduct of the Business and the Company's goodwill and that the
Company shall be entitled to recover the Company's damages, in addition to
any injunctive remedy available
-5-
<PAGE>
under Section 6 below, arising from or related to any breach of this
Section 6. The limitations and restrictions on use of Proprietary
Information pursuant to this Section 6 shall survive the termination of
this Agreement pursuant to Section 6.
6.3 OWNERSHIP. The Consultant hereby acknowledges and agrees that all
right, title and interest in and to any Proprietary Information shall be
and shall remain the exclusive property of the Company, and that any
Proprietary Information which the Consultant acquires from the Company was
received in confidence and as a fiduciary of the Company. Without limiting
the foregoing, the Consultant shall assign to the Company any and all
right, title or interest which the Consultant may have in all Proprietary
Information made, developed or conceived of in whole or in part by the
Consultant during the Term of this Agreement. The Consultant further
agrees to execute and deliver any and all instruments, and to do all other
things reasonably requested by the Company (both during and after the Term
of this Agreement) in order to vest more fully in the Company all ownership
rights in such Proprietary Information. All equipment, notebooks,
documents, memoranda, reports, files, samples, books, correspondence,
lists, other written and graphic records, and the like, in any way relating
to any Proprietary Information or the business of the Company or its
activities, which the Consultant shall prepare, use, construct, observe,
process, or control (collectively, "Materials") shall be and shall remain
the Company's exclusive property, and the Consultant hereby agrees to
deliver all Materials, together with any and all copies thereof, promptly
to the Company upon the termination of this Agreement for any reason.
6.4 REASONABLENESS OF RESTRICTIONS. THE CONSULTANT HAS CAREFULLY READ AND
CONSIDERED THE PROVISIONS OF THIS SECTION 6 AND, HAVING DONE SO, HEREBY
AGREES THAT THE RESTRICTIONS SET FORTH IN SUCH SECTION ARE FAIR AND
REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS
OF THE COMPANY AND THE BUSINESS.
7. TERMINATION. This Agreement shall terminate and the obligations and
covenants of the parties hereunder shall be of no further force and effect,
except as provided in Section 17 below, on the earliest the following dates:
7.1 the date upon which the Consultant is dissolved and liquidated, the
Consultant is acquired by or merged into another unaffiliated entity, or
all or substantially all of the assets the Consultant are transferred to an
unaffiliated entity; or the first date upon which Liss shall no longer be a
principal and/ or key person of the Consultant;
-6-
<PAGE>
7.2 the date upon which the Company is dissolved and liquidated, the
Company is acquired by or merged into another unaffiliated entity, or all
or substantially all of the assets the Company are transferred to an
unaffiliated entity;
7.3 the date thirty (30) calendar days following the Consultant having
received written notice from the Company of any material failure to provide
the Consulting Services, including without limitation, malfeasance,
misfeasance or nonfeasance in providing such Consulting Services; provided
however, that if such material failure is capable of being cured, this
Agreement shall not terminate if the Consultant cures such failure within
thirty (30) days following receipt of such notice; and provided further,
that the Company shall not deliver such notice unless approved by the
Company's Board of Managers;
7.4 the date thirty (30) calendar days following a party (Breaching
Party") having received written notice from the other party (Non-Breaching
Party") of the Breaching Party's material breach of this Agreement;
provided, however, that if such material breach is capable of being cured,
this Agreement shall not terminate if the Breaching Party (a) cures such
breach within thirty (30) days following receipt of such notice; or (b) to
the extent that such breach is not capable of cure within such thirty (30)
day period, commences to cure such breach within such period and thereafter
diligently prosecutes such cure to completion;
7.5 the date thirty (30) days following the date of the final Firm Closing
as defined in that certain Underwriting Agreement, by and between the
Company and the Consultant, dated effective as of January 30, 1996 (the
"Underwriting Agreement").
7.6 upon written agreement executed and delivered by both parties hereto
providing for the termination of this Agreement.
8. INDEMNIFICATION.
8.1 BY THE COMPANY. The Company shall indemnify, defend and hold
harmless the Consultant and its partners, shareholders, officers,
directors, employees, affiliates, agents, representatives, attorneys,
successors and assigns, and each of them (each a "Consultant Indemnitee"),
from and against all losses, liabilities, damages, costs and expenses of
any nature whatsoever (including, without limitation, reasonable attorneys'
fees and costs related thereto) which any such Consultant Indemnitee may
suffer or incur in connection with the performance of the Consultant's
services under this Agreement, arising from the gross negligence or willful
misconduct of the Company in the Company's marketing, sales and
distribution activities or
-7-
<PAGE>
otherwise in performing the Company's duties and obligations under this
Agreement.
8.2 BY THE CONSULTANT. The Consultant shall indemnify, defend and hold
harmless the Company and its partners, shareholders, officers, directors,
employees, affiliates, agents, representatives, attorneys, successors and
assigns), and each of them (each a "Company Indemnitee"), from and against
all losses, liabilities, damages, costs and expenses of any nature
whatsoever (including, without limitation, reasonable attorneys' fees and
costs related thereto) which any such Company Indemnitee may suffer or
incur as the result of the gross negligence or willful misconduct of the
Consultant in providing the Consulting Service or otherwise performing of
the Consultant's duties and obligations under this Agreement.
9. REMEDIES.
9.1 INJUNCTIVE RELIEF REGARDING CONFIDENTIALITY. The Consultant
acknowledges and agrees that the Company shall suffer irreparable harm in
the event that the Consultant breaches any obligation under Section 6 of
this Agreement, and that monetary damages shall be inadequate to compensate
the Company for any such breach. Accordingly, the Consultant agrees that
in the event of any breach or threatened breach by the Consultant of any
of the provisions of such Section 6, the Company shall be entitled to a
temporary restraining order, preliminary injunction and permanent
injunction in order to prevent or restrain any such breach or threatened
breach by the Consultant, or by any or all of the Consultant's principals,
employees, agents, representatives or other persons directly or indirectly
acting for, on behalf of or with the Consultant.
9.2 NO LIMITATION OF REMEDIES. Notwithstanding the provisions set forth in
Section 9.1 of this Agreement or any other provision contained in this
Agreement, the parties hereby agree that no remedy conferred by any of the
specific provisions of this Agreement, including without limitation, this
Section 9, is intended to be exclusive of any other remedy, and each and
every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise.
10. Successors and Assigns. This Agreement is in the nature of a personal
services contract; and neither party shall assign this Agreement without the
prior written consent of the other party. This Agreement shall be binding on
and inure to the benefit of the parties hereto and their respective successors,
assigns, heirs and legal representatives.
-8-
<PAGE>
11. GOVERNING LAW. This Agreement shall be construed under and in accordance
with, and governed in all respects by, the laws of the State of California
(without giving effect to principles of conflicts of law).
12. VENUE. If any action or proceeding is initiated with respect to this
Agreement the venue therefor shall be in Orange County, California, which is
deemed to be a convenient forum.
13. WAIVER. The failure of any party to insist on strict compliance with any
of the terms, covenants, or conditions of this Agreement by any other party
shall not be deemed a waiver of that term, covenant or condition, nor shall any
waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other
times.
14. NOTICES. Any notice or other communication required or permitted hereunder
(each, a "Notice") shall be in writing, and shall be deemed to have been given
(a) two (2) days following deposit of such Notice in the United States mail,
registered or certified, postage prepaid, return receipt requested, or (b) upon
receipt if delivered personally, or delivered by reputable, recognized third
party overnight delivery service or courier service or (c) the next business day
following receipt, if transmitted by telefacsimile (provided that such
telefacsimile is followed by the deposit of the original Notice, or a copy
thereof in the United States mail, registered or certified, postage prepaid,
return receipt requested, no later than the next business day following
transmission of such telefacsimile), addressed to the parties as follows:
TO THE CONSULTANT:
J.E. LISS AND COMPANY, INC.
Attn: Jerome E. Liss
c/o Pfister Hotel
424 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Telefacsimile: 414-276-9041
TO THE COMPANY:
MPTV, INC.
Attn: James Vellema, President
3 Civic Plaza, Suite 210
Newport Beach, California 92660
Telefacsimile No.: 714-760-6825
-9-
<PAGE>
Either party may require such Notices to be delivered and given to any address
different from or additional to the address set forth above, by delivering
Notice thereof to the other party pursuant to this Section 14.
15. INTEGRATION. This Agreement, together with (a) the Underwriting Agreement
and (b) that certain Promissory Note, of even date herewith, made by the Company
payable to the order of the Consultant, in the original principal sum of One
Hundred Thousand and no/100 Dollars ($100,000.00) (the "Note"), constitutes the
entire agreement of the parties hereto with respect to the engagement and
retention of the Consultant by the Company, and supersedes any and all prior and
contemporaneous agreements, whether oral or in writing, between the parties
hereto with respect to the subject matter hereof. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, oral
or otherwise, have been made by any party, or anyone acting on behalf of any
party, which are not embodied in this Agreement, the Underwriting Agreement or
the Note (or in other written agreements signed by the parties and dated the
date hereof), and that no other agreement, statement or promise not contained in
this Agreement, the Underwriting Agreement or the Note (or such other written
agreements) shall be valid or binding on either party.
16. AMENDMENTS. This Agreement may not be amended, modified, altered or
supplemented except by written agreement executed and delivered by the parties
hereto.
17. SURVIVAL OF CERTAIN RIGHTS AND OBLIGATIONS. The rights and obligations of
the parties hereto pursuant to Sections 6, 8 and 9 of this Agreement, and the
obligation of the Company to pay any and all Percentage Income and/ or
Commission Income earned as of the termination of this Agreement, shall survive
the termination of this Agreement.
18. SEVERABILITY. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being impaired or
invalidated in any way. If any court of competent jurisdiction holds any
provision of this Agreement to be invalid, void or unenforceable with respect to
any state, region or locality, such provision shall nevertheless continue in
full force and effect in all other states, regions and localities to which such
provision applies.
19. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
20. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
-10-
<PAGE>
21. ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to recover any and all reasonable attorneys' fees, expert witness fees, costs
and necessary disbursements in addition to any other relief to which such party
may be entitled.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first above written.
"The Company"
MPTV, INC.,
a Nevada corporation
By: ____________________________________
Name:______________________________
Title:_____________________________
"The Consultant"
J.E. LISS AND COMPANY, INC.
a corporation
By: ____________________________________
Name:__________________________
Title:_________________________
-11-
<PAGE>
EXHIBIT 10.19
FENWAY ADVISORY GROUP CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is entered into this 22nd day
of March, 1995 by and between MPTV, INC., a Nevada corporation having an office
at 3 Civic Plaza, Suite 210, Newport Beach, California 92660 (hereinafter
"MPTV") and FENWAY ADVISORY GROUP (hereinafter "Consultant"), having an address
at 1901 AVENUE OF THE STARS, SUITE 2000, LOS ANGELES, CA. 90067.
WITNESSETH
WHEREAS, MPTV is a public corporation engaged in the operation of various
business enterprises, including but not limited to the marketing and sale of
timeshare interests, and is in need of consulting in the form of timeshare
marketing assistance;
WHEREAS, Consultant is engaged in consulting of this nature and Consultant
is interested in providing MPTV with consulting services; and
WHEREAS, MPTV wishes to engage Consultant to provide such services.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
undertakings herein contained, the parties agree as follows:
1. MPTV agrees to retain Consultant as an independent contractor, and not
as an employee to MPTV, to provide consulting with respect to the marketing of
timeshare interests, including but not limited to the providing to MPTV of lists
of qualified prospective purchasers of timeshare interests, for a period of one
(1) year commencing with the effective date of this Agreement, unless terminated
earlier in accordance with the terms of this Agreement.
2. It is understood and agreed that Consultant shall render such consult
ing services as requested by MPTV in all areas of the marketing of timeshare
interests, including without limitation: (i) preparation and dissemination of
communications to prospective timeshare purchasers and (ii) provision of
promotional material regarding MPTV to timeshare interest brokers. Further
duties of Consultant include:
-1-
<PAGE>
(a) Consultant shall only distribute materials that have been
approved by MPTV prior to distribution.
(b) Consultant may employ sub-contractors to assist in his duties;
however, Consultant will be held responsible for all materials distributed.
(c) Consultant hereby agrees that he or his sub-contractors will not
distribute misleading information, make false statements or in any way
deviate from standard practices as it relates to information distributed
under the laws and regulations of the United States or State securities
laws. Consultant hereby represents that he is familiar with the laws,
rules and regulations and will conduct his efforts within the guidelines of
those rules and laws.
(d) Consultant shall be responsible for all costs associated with his
efforts. MPTV acknowledges that substantial costs will be incurred by
Consultant with respect to travel, telephone, postage and shipping.
(e) MPTV realizes that the results of such efforts are difficult to
measure, therefore, representatives of MPTV and Consultant will meet on a
monthly basis to evaluate Consultant's efforts. Consultant agrees to
furnish copies of all promotional materials used in relation to his efforts
for MPTV.
(f) Consultant understands and agrees that any deviation from the
accepted practices as it relates to promotion for a public company, and
misrepresentation or mailing of false or misleading information regarding
MPTV will be grounds for immediate termination of this Agreement.
3. In partial consideration for the services to be performed by
Consultant under this Agreement, MPTV hereby grants to Consultant Warrants to
purchase that number of shares of MPTV Common Stock with an aggregate value (as
determined in that certain Warrant Agreement attached hereto as Exhibit "A") of
$1,538,461. The terms and conditions of said Warrants shall be as set forth in
the Warrant Agreement.
4. The parties intend that Consultant will be an independent contractor
and not an employee of MPTV. Therefore, none of the benefits that may be
provided by MPTV to its employees, including but not limited to workers'
compensation insurance, unemployment insurance or fringe benefits, shall be
available
-2-
<PAGE>
from MPTV to Consultant. Further, MPTV and Consultant each understand that it
shall be Consultant's responsibility to provide for all unemployment and other
taxes, including withholding and social security, and all estimated taxes,
business licenses and insurance (including but not limited to workers'
compensation insurance and public liability insurance) arising out of or
relating to this Agreement. Consultant hereby assumes all risks, burdens and
liabilities associated with his status as an independent contractor, including
and not limited to liability to third parties for the acts of his employees and
agents which but for this status might otherwise be attributable to MPTV and/or
covered by MPTV's insurance carriers. In furtherance of the foregoing,
Consultant agrees that he will not assert or claim that he is not an independent
contractor, and will in good faith defend his status as such.
5. Any notices or other communications or documents to be given or
permitted hereunder to any party shall be mailed first class, postage prepaid,
and if to MPTV addressed to:
MPTV, INC.
3 Civic Plaza, Suite 210
Newport Beach, California 92660
and if to Consultant, addressed to:
FENWAY ADVISORY GROUP
1901 AVENUE OF THE STARS, SUITE 2000
LOS ANGELES, CA. 90067
6. In the event any one or more of the provisions contained in this
Agreement shall, for any reason, be expressly held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
7. This Agreement shall be binding on Consultant's heirs, legal
representatives and assigns, and shall inure to the benefit of any successors
and assigns of MPTV.
8. Any waiver of a right under or breach of a provision of this Agreement
shall not be a waiver of any other rights or subsequent breach of the same or
other provisions of this Agreement.
-3-
<PAGE>
9. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California.
10. This Agreement supersedes all previous agreements between the parties
with respect to the subject matter hereof. This Agreement constitutes the
entire agreement between the parties hereto and there are no understandings,
representations or warranties of any kind whatsoever except as herein set forth.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate to be effective as of the date written above.
MPTV, INC. FENWAY ADVISORY GROUP
By:/s/ James C. Vellema By:/s/ Neil Sullivan
------------------------ ------------------------
JAMES C. VELLEMA NEIL SULLIVAN, PRESIDENT
Chief Executive Officer
-4-
<PAGE>
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. SUCH WARRANT MAY NOT BE SOLD, TRANSFERRED OR
PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN
OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE
TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING
THE PURCHASE OF THIS WARRANT AND RESTRICTING ITS TRANSFER MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.
MPTV, INC.
WARRANT TO PURCHASE COMMON STOCK
1. SHARES SUBJECT TO WARRANT. Subject to the terms and conditions herein
set forth, FENWAY ADVISORY GROUP is entitled to purchase from MPTV, INC., a
Nevada corporation (the "Company"), on or before June 1, 1995 (the "Expiration
Date"), that number of fully-paid and non-assessable shares of Common Stock of
the Company as determined pursuant to Section 2 hereof (the "Warrant Shares")
upon surrender hereof at the principal office of the Company, and, at the
election of the holder hereof, upon either payment of the purchase price at said
office in cash or by wire transfer or check. Subject to adjustment as
hereinafter provided, the purchase price of each share of Common Stock shall be
as determined pursuant to Section 2 hereof (the "Warrant Price").
2. NUMBER OF WARRANT SHARES; WARRANT PRICE. The number of Warrant Shares
issuable hereunder shall equal (i) that number of shares of the Company's Common
Stock which has an aggregate Value (as defined herein) on March 21, 1995 of
$65,625.00 (the "First Warrant Shares"), plus (ii) that number of shares of the
Company's Common Stock which has an aggregate Value, on May 1, 1995, of
$1,472,836 (the "Second Warrant Shares"). For purposes of this Agreement,
"Value" shall mean the closing sales price of a share of the Company's Common
Stock as quoted on the Nasdaq Small-Cap Market for the date specified. The
Warrant Price for a particular share of Common Stock shall be equal to the Value
of a First Warrant Share or a Second Warrant Share, as the case may be. In
consideration for the Warrants for the First Warrant Shares, the holder shall
pay to the Company the sum of $43,000.00 in cash, and in consideration for the
Warrants for the Second
1
<PAGE>
Warrant Shares, the holder shall pay to the Company the sum of $957,000 in cash.
Those sums shall be credited against the aggregate Warrant Price for the First
Warrant Shares and the Second Warrant Shares, respectively. In order to
exercise any of the Warrants, the holder shall supply the Company with lists of
qualified prospective timeshare purchasers. For every 200 such names provided,
the holder shall receive credit for one percent of the aggregate Warrant Price,
provided that in no event shall the aggregate credit received by the holder
exceed 35%.
3. REPURCHASE OF FIRST WARRANT SHARES; CANCELLATION OF PURCHASE OF SECOND
WARRANT SHARES. The Company shall have the right, for a period of 30 days from
the date of issuance of the First Warrant Shares, to repurchase said Shares by
paying to the holder thereof, in cash or by cashier's or certified check, an
amount equal to two times the aggregate Warrant Price for said Shares. The
Company shall also have the right, exercisable until close of business on May
25, 1995 (provided that the holder shall not have previously fully exercised its
right to purchase the Second Warrant Shares), to terminate the right of the
holder of this Warrant to purchase the Second Warrant Shares. Said right must
be exercised by written notice received by the holder on or before May 25, 1995.
No portion of the Warrant Price previously paid by the holder shall be
refundable in the event of such termination.
4. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The Warrant
Price and the number or kind of securities issuable upon the exercise of this
Warrant shall be proportionately adjusted for any increase or decrease in the
number of outstanding Warrant Shares resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of outstanding shares of Common
Stock affected without receipt of consideration by the Company.
5. NO FRACTIONAL SHARES. No fractional shares of Common Stock will be
issued in connection with any subscription hereunder. Any fractional shares
that would otherwise be issuable hereunder shall be rounded to the nearest whole
share.
6. NO SHAREHOLDER RIGHTS. This Warrant shall not entitle its holder to
any of the rights of a shareholder of the Company.
7. RESERVATION OF STOCK. During the period this Warrant is exercisable,
the Company shall reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Common Stock upon the
exercise of this
-2-
<PAGE>
Warrant. The Company represents and warrants that its issuance of this Warrant
will constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Warrant.
8. EXERCISE OF WARRANT. The holder's ability to exercise this Warrant is
subject to the Company having obtained all necessary governmental approvals
prior to such exercise; provided, however, that if the holder has tendered the
Warrant Price to the Company on or before the Expiration Date for the purpose of
exercising this Warrant, this Warrant shall be deemed exercised, pending receipt
of such governmental approval, and shall not expire, notwithstanding the
occurrence of the Expiration Date after such tender. The Company shall use its
best efforts promptly to obtain such approvals after the date hereof. Subject
to such approvals, this Warrant may be exercised by the registered holder or its
registered assigns, in whole but not in part, by the surrender of this Warrant
at the principal office of the Company, accompanied by payment in full of the
Warrant Price as described above. A Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business on
such date. As promptly as practicable on or after such date, the Company shall
issue and deliver to the person or persons entitled to receive the same
certificate or certificates for the number of shares of Common Stock issuable
upon such exercise.
9. CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price is adjusted, as
herein provided, the Company shall promptly deliver to the record holder of this
Warrant a certificate of an officer of the Company setting forth the Warrant
Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.
10. RESTRICTIONS ON TRANSFER OF WARRANT; REGISTRATION RIGHTS.
(a) RESTRICTIONS ON TRANSFERABILITY. The Warrant and the Warrant
Shares shall not be sold, assigned, transferred or pledged except upon the
conditions specified in this Section 9, which conditions are intended to ensure
compliance with the provisions of the Securities Act. Each holder will cause
any proposed purchaser, assignee, transferee, or pledgee of the
-3-
<PAGE>
Warrant Shares to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Section 9.
(b) REGISTRATION RIGHTS. The Warrant Shares shall be registered by
the Company, pursuant to a registration statement on Form S-8 within one month
from the date hereof.
11. MISCELLANEOUS. This Warrant shall be governed by the laws of the
State of California. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part
hereof. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the Company and the registered holder hereof. All notices and other
communications from the Company to the holder of this Warrant shall be mailed by
registered or certified mail (airmail in cases where the sending and receiving
parties are located in different countries), postage prepaid, to the address
furnished to the Company in writing by the last holder of this Warrant who shall
have furnished an address to the Company in writing.
ISSUED this 22ND day of March, 1995.
MPTV, INC.
a Nevada Corporation
By: /s/ Hurley C. Reed
-------------------------------------
HURLEY C. REED, PRESIDENT
-4-
<PAGE>
SUBSCRIPTION FORM
(To be signed only upon exercise of Warrant)
To: MPTV, INC.
The undersigned, the holder of the attached Warrant, hereby irrevocably
elects to exercise the purchase right represented by that WARRANT for, and to
purchase under that Warrant, 110,000 shares of Common Stock of the Company and
herewith makes payment of $43,000 for those shares, and requests that the
certificates for the shares, and requests that the certificates for the shares
be issued in the name of, and delivered to, FENWAY ADVISORY GROUP, whose address
is 1901 AVENUE OF THE STARS, SUITE 2000 LOS ANGELES, CA. 90067.
Dated: March 22, 1995
(Signature must conform in all respects to
name of holder as specified on the face of
the attached Warrant.)
FENWAY ADVISORY GROUP
---------------------------------------------
By: /s/ Neil Sullivan
------------------------------------------
NEIL SULLIVAN
Title: PRESIDENT
---------------------------------------
---------------------------------------
Address: 1901 AVENUE OF THE STARS, SUITE 2000
-------------------------------------
LOS ANGELES, CA. 90067
-------------------------------------
-5-
<PAGE>
EXHIBIT 10.20
[LOGO]
CONSOLIDATED RESORT ENTERPRISES, INC.
3 CIVIC PLAZA, SUITE 210
P.O. BOX 8235
NEWPORT BEACH, CA 92658-8235
(714) 760-6747
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
May 13, 1994
Mr. Mike Mullalley
9360 Activity Road, Suite D
San Diego, CA 92126
RE: INTERIM CONSULTING AGREEMENT
Dear Mike:
This letter shall serve as an Interim Consulting Agreement until a definitive
agreement is prepared by counsel. The terms and conditions of the Agreement are
as follows:
1. Consolidated Resort Enterprises, Inc. ("CRE") a wholly owned subsidiary of
MPTV, Inc., shall retain Mike Mullalley, an individual, as sales and
marketing consultant for the period commencing May 16, 1994 through June
30, 1994 or the commencement of sales at the Lake Tropicana Timeshare
project, whichever is earlier. Commencement of sales shall be defined as
the time when CRE has permission to offer the timeshare intervals from the
State of Nevada and has completed adequate sales facilities to receive
potential customers. These facilities may be located in "Building #1" or
"Building #6" at the option of CRE.
2. The compensation for such consulting shall be $15,000.00 to be paid on May
16, 1994 plus $5,000.00 per week thereafter until the Agreement is
completed. The weekly payment shall be paid May 20, 1994 and each Friday
thereafter.
3. Mike Mullalley shall employ and/or retain any staff members required to
complete the consulting objectives at his expense. MPTV, Inc. and CRE
shall enter into this Agreement with the understanding that Mike Mullalley
and affiliates are independent contractors for the duration of the
Agreement.
4. The scope of the consulting work shall include, but not be limited to, the
preparation of sales materials, the preparation of promotional materials
and programs, the negotiations to engage various parties to provide
prospective buyers to the sales facility, the negotiations to retain staff
for the commencement of sales, the completion of software modifications for
sales, the selection and acquisition of computer hardware required for
sales, the supervision of the acquisition and installation of furnishings
and decor for the sales facility. Furnishings and decor shall be in
accordance with the approved design and color scheme as presented by the
project designer.
<PAGE>
Mr. Mike Mullalley
May 13, 1994
Page two.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5 Mike Mullalley and CRE shall agree on items and services to be purchased
from others and CRE shall pay such costs directly. Travel expenses, other
than California to Las Vegas, shall be reimbursed by CRE, such travel shall
require prior approval by Hurley Reed or Jim Vellema. CRE shall provide
office services at its Newport Beach location to the extent required to
perform the consulting duties. All other costs shall be paid by Mike
Mullalley.
The parties hereto agree that the foregoing is the complete Agreement subject to
the preparation of a definitive agreement as of this 13th day of May, 1994.
CONSOLIDATED RESORT ENTERPRISES, INC. MIKE MULLALLEY
By: /s/ James C. Vellema By: /s/ Mike Mullalley
--------------------------- --------------------
James C. Vellema, President Mike Mullalley
Date: 5/13/94 Date: 5/16/94
------- -------
SS#: [ILLEGIBLE]
------------
<PAGE>
EXHIBIT 10.21
AGREEMENT FOR CONSULTING SERVICES
MPTV, INC.
AND
WILLIAM J. NORDVIK
THIS AGREEMENT is entered into and effective as of February 27, 1995, by and
between William J. Nordvik, referred to as "CONSULTANT", and MPTV, Inc. a Nevada
corporation, referred to as "COMPANY".
1. RECITALS
This agreement is entered into with reference to and in contemplation of the
following facts, circumstances and representations:
1.1 The COMPANY is desirous of engaging the CONSULTANT for assistance to
achieve its general and specific business goals as set forth herein in
the Agreement.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 General Analysis of Business Goals: CONSULTANT will review and
analyze all aspects of the COMPANY'S Minnesota Real Estate holdings,
and make recommendations on the feasibility of marketing said
properties.
2.2 General Information Review: CONSULTANT will review all of the general
information and recent Minnesota real estate filings for the COMPANY
and assist in the production of a profile on the property.
2.3 Broker Networks: CONSULTANT will provide through this network and real
estate brokers participating, the necessary and required due diligence
information and documentation for property evaluation. CONSULTANT
will also interview and make determinations of any firms or brokers
referred by the COMPANY with regard to their possible interest in
property development.
2.4 Response to Telephone Inquiries: CONSULTANT will be available to the
COMPANY to respond to any calls from financial brokers inquiring about
the COMPANY.
2.5 Corporate Profile Distribution: CONSULTANT will mail corporate
profiles to his marketing lists and any others requested or provided
by the COMPANY.
2.6 Recommendations: CONSULTANT will tract all responses and will make
advance recommendations to the COMPANY as to the timing of its
subsequent projects.
2.7 Term of Agreement: This Agreement shall commence on February 27, 1995
and shall expire on June 27, 1995.
2.8 Business Goals: The following are the business goals contemplated by
CONSULTANT pursuant to this Agreement:
1. CONSULTANT expects to heighten the public awareness o the
existence and merits of the company's property.
2. Implement networking of the real estate community with a
proven Public Relations program to produce ongoing and
amplified results for the COMPANY.
3. Initiate the use of the most effective methods available for
accessing the most active segments of the real estate
development markets.
4. Protect the general and specific business and financial
interests of the COMPANY.
5. Analyze and translate the results of CONSULTANT's efforts to
make recommendations for maximum efficiency in the use of
promotional expenditure.
<PAGE>
3. COMPENSATION AND STOCK REGISTRATION
3.1 Issuance of Stock: The CONSULTANT in consideration of the services
pursuant to this Agreement, shall be issued upon the filing of an S-8
Registration Statement, a total of 25,000 shares of MPTV, Inc., common
stock (the "shares").
4. COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION.
ATTORNEY FEES AND MISCELLANEOUS PROVISIONS.
4.1 Cooperation of Parties: The parties further agree that they will do
all things necessary to accomplish and facilitate the purpose of
this Agreement and that they will sign and execute any and all
documents necessary to bring about and perfect the purposes of this
Agreement.
4.2 Arbitration: The parties hereby submit all controversies, claims and
matters of difference arising out of this Agreement to arbitration
in California, according to the rules and practices of the American
Arbitration Association from time to time in force. This submission
and agreement to arbitrate shall be specifically enforceable. The
Agreement shall further be governed by the laws of California.
4.3 Interpretation of Agreement: The parties agree that should any
provision of this Agreement be found to be ambiguous in any way,
such ambiguity shall not be resolved by construing such provisions
or any part of or the entire Agreement in favor of or against any
party herein, but rather by construing the terms of this Agreement
fairly and reasonable in accordance with their generally accepted
meaning.
4.4 Modification of Agreement: This Agreement may be amended or modified
in any way at any time by an instrument in writing stating the
manner in which it is amended or modified and signed by each of the
parties hereto. Any such writing amending or modifying this
Agreement shall be attached to and kept with this Agreement.
4.5 Attorney Fees: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation
in connection with any of the provisions of the Agreement, the
successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action
or proceeding, in addition to any other relief to which it may be
entitled.
4.6 Entire Agreement: This Agreement constitutes the entire Agreement
and understanding of the parties hereto with respect to the matters
herein set forth, and all prior negotiations, writing and
understandings relating to the subject matter of this Agreement are
merged herein and are superseded and canceled by this Agreement.
4.7 Counterparts: This Agreement may be signed in one or more
counterparts.
4.8 Any notices or other communication or documents to be given or
permitted hereunder to any party shall be mailed first class,
postage prepaid, and if to MPTV, Inc., address to:
Consulting Agreement - MPTV, Inc., and William J. Nordvik
MPTV, Inc.
3 Civic Place, Suite #210
Newport Beach, California 92660
and if to consultant, address to:
William J. Nordvik
19760 County Road 72
Elk River, Minnesota 58209
IN WITNESS WHEREOF, the parties hereto have executed this Agreement is duplicate
to be effective as of the date written above.
MPTV, INC.
- ------------------------
WILLIAM J. NORDVIK
/s/ William J. Nordvik
- ------------------------
2
<PAGE>
EXHIBIT 10.22
JOHN PIDORENKO CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is entered into this 13th of
July, 1995 by and between MPTV, INC., a Nevada corporation having an office at
3 Civic Plaza, Suite 110, Newport Beach, California 92660 (hereinafter "MPTV and
JOHN PIDORENKO (hereinafter "Consultant"), having an address at
3607 VENTURA DRIVE, LAKELAND, FL 33811 (813-390-6606)
WITNESSETH
WHEREAS, MPTV is a public corporation engaged in the operation of various
business enterprises, including but not limited to the marketing and sale of
timeshare interests, and is in need of consulting in the form of timeshare
marketing assistance;
WHEREAS, Consultant is engaged in consulting of this nature and Consultant
is interested in providing MPTV with consulting services; and
WHEREAS, MPTV wishes to engage Consultant to provide such services.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
undertakings herein contained, the parties agree as follows:
1. MPTV agrees to retain Consultant as an independent contractor, and not
as an employee to MPTV, to provide consulting with respect to the marketing of
timeshare interests, including but not limited to the providing to MPTV of lists
of qualified prospective purchasers of timeshare interests, for a period of one
(1) year commencing with the effective date of this Agreement, unless terminated
earlier in accordance with the terms of this Agreement.
2. It is understood and agreed that Consultant shall render such
consulting services as requested by MPTV in all areas of marketing of timeshare
interests, including without limitation: (i) preparation and dissemination of
communications to prospective timeshare purchasers and (ii) provision of
promotional material regarding MPTV to timeshare interest brokers. Further
duties of Consultant include:
(a) Consultant shall only distribute materials that have been
approved by MPTV prior to distribution.
(b) Consultant may employ sub-contractors to assist in his duties;
however, Consultant will be held responsible for all materials distributed.
<PAGE>
(c) Consultant hereby agrees that he or his subcontractors will not
distribute misleading information, make false statements or in any way deviate
from standard practices as it relates to information distributed under the laws
and regulations of the United States or State securities laws. Consultant
hereby represents that he is familiar with the laws, rules and regulations and
will conduct his efforts within the guidelines of those rules and laws.
(d) Consultant shall be responsible for all costs associated with his
efforts. MPTV acknowledges that substantial costs will be incurred by
Consultant with respect to travel, telephone, postage and shipping.
(e) MPTV realizes that the results of such efforts are difficult to
measure, therefore, representatives of MPTV and Consultant will meet on a
monthly basis to evaluate Consultant's efforts. Consultant agrees to furnish
copies of all promotional materials used in relation to his efforts for MPTV.
(f) Consultant understands and agrees that any deviation from the
accepted practices as it relates to promotion for a public company, and
misrepresentation or mailing of false or misleading information regarding MPTV
will be grounds for immediate termination of this Agreement.
3. In partial consideration for the services to be performed by
Consultant under this Agreement, MPTV hereby grants to Consultant Warrants to
purchase that number of shares of MPTV Common Stock with an aggregate value (as
determined in that certain Warrant Agreement attached hereto as Exhibit "A") of
up to $1,000,000. The terms and conditions of said Warrants shall be as set
forth in the Warrant Agreement.
4. The parties intend that Consultant will be an independent contractor
and not an employee of MPTV. Therefore, none of the benefits that may be
provided by MPTV to its employees, including but not limited to worker's
compensation insurance, unemployment insurance or fringe benefits, shall be
available from MPTV to Consultant. Further, MPTV and Consultant each understand
that it shall be Consultant's responsibility to provided for all unemployment
and other terms, including withholding and social security, and all estimated
terms, business licenses and insurance (including but not limited to workers'
compensation insurance and public liability insurance) arising out of or
relating to this Agreement. Consultant hereby assumes all risks, burdens and
liabilities associated with his status as an independent contractor, including
and not limited to liability to third parties for the acts of his employees and
agents which but for this status might otherwise be attributable to MPTV and/or
covered by MPTV's insurance carriers. In furtherance of the foregoing,
Consultant agrees that he will not assert or claim that he is not an
<PAGE>
independent contractor, and will in good faith defend his status as such.
5. Any notices or other communications or documents to be given or
permitted hereunder to any party shall be mailed first class, postage prepaid,
and if to MPTV addressed to:
MPTV, INC.
3 Civic Plaza, Suite 210
Newport Beach, California 92660
and if to Consultant, addressed to:
John Pidorenko
3607 Ventura Drive
Lakeland, FL 33811
(813-390-6606)
6. In the event any one or more of the provisions contained in this
Agreement shall, for any reasons, be expressly held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
7. This Agreement shall be binding on Consultant's heirs, legal
representatives and assigns, and shall insure to the benefit of any successors
and assigns of MPTV.
8. Any waiver of a right under or breach of a provision of this
Agreements shall not be a waiver of any other rights or subsequent breach of the
same or other provisions of this Agreement.
9. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California.
10. This Agreement supersedes all previous agreements between the parties
with respect to the subject matter hereof. This Agreement constitutes the
entire agreement between the parties hereto and there are no understandings,
representations or warranties of any kind whatsoever except as herein set forth.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate to be affective as of the date written above.
MPTV, INC.
By: /s/ James C. Vellama By: /s/ John Pidorenko
----------------------- -----------------------
JAMES C. VELLAMA JOHN PIDORENKO DATE
Chief Executive Officer
<PAGE>
EXHIBIT 10.23
May 31, 1995
Swisher & Hall
Architects
1725 Rainbow, Suite 25
Las Vegas, Nevada 89102
Re: ISSUANCE OF STOCK
Gentlemen:
This letter will confirm our arrangement with respect to the issuance to you
("Holder") of shares of common stock, $.05 par value per share (the "Common
Stock") of MPTV, Inc., a Nevada corporation ("MPTV"), pursuant to the terms and
conditions set forth below.
1. ISSUANCE OF COMMON STOCK. MPTV hereby agrees to issue to you,
concurrent with your execution of this letter agreement, an aggregate of
300,000 shares of its Common Stock (the "Shares"). In consideration for your
receipt of said Shares, you hereby agree to forebear, until after July 1,
1995 (subject to the terms and conditions set forth herein), from any action
to collect or otherwise cause the payment to you of that certain debt, in the
appropriate amount of $153,596.27, owed to you by MPTV for certain
architectural services rendered for MPTV's Lake Tropicana Resort (the
"Resort") pursuant to the terms and conditions of that certain Agreement
dated February 2, 1994, by and between MPTV and you (the "Agreement").
2. PRESERVATION OF LIEN RIGHTS. The parties hereto agree that the
issuance of the Shares under this letter agreement shall not be deemed to act as
a satisfaction or waiver of the above-referenced debt and Holder shall be
entitled to maintain whatever lien rights it may otherwise have with respect to
the architectural services performed for the Resort.
3. REGISTRATION OF SHARES. MPTV hereby represents that the Shares will
be registered pursuant to a Registration Statement on Form S-8, to be filed with
the Securities and Exchange Commission as soon as possible after the execution
of this letter agreement and the filing with the Securities and Exchange
Commission of MPTV's Quarterly Report on Form 10-QSB for
<PAGE>
Swisher & Hall
May 31, 1995
Page Two
the quarterly period ended March 31, 1995. All fees of such registration, other
than customary brokers' commissions and expenses of counsel for Holder, if
desired, shall be borne by MPTV. Holder hereby agrees to supply MPTV with such
information with respect to Holder as may reasonably be requested by MPTV in
order to effect said registration.
4. RECEIPT OF MPTV DISCLOSURE DOCUMENTS. Holder hereby acknowledges
receipt of a copy of MPTV'S Annual Report on Form 10-K for the year ended
December 31, 1994. Holder hereby acknowledges that it has relied upon said
disclosure document, and upon no other documents and/or representations, whether
written or oral, from either MPTV or its officers, directors, shareholders,
affiliates or agents, in making the determination to purchase the Shares.
5. MISCELLANEOUS. This letter agreement or any right hereunder may not
be assigned by any party without the express written approval of the other
party. Any notice or other communication required or permitted to be given
by any party under this letter agreement shall be given in writing by
first-class mail or via courier or telecopier, addressed to each respective
party at its principal place of business. No waiver of any kind under this
letter agreement shall be deemed effective unless contained in a writing
signed by the party charged with such waiver, and no waiver of any right
arising from any breach or failure to perform under this letter agreement
shall be deemed to be a waiver or authorization of any other breach or
failure to perform or of any other right arising under this letter agreement.
If any provision of this letter agreement is or becomes or is deemed invalid,
illegal or unenforceable in any jurisdiction, such provision shall be deemed
amended to conform to applicable law so as to be valid, legal, and
enforceable in such jurisdiction. This letter agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Nevada.
This letter agreement and the Agreement constitute the entire
understanding and agreement of the parties hereto with respect to the matters
described herein and supersede all prior agreements or understandings, written
or oral, between the parties with respect thereto. Exempt as amended by this
letter agreement, the Agreement shall remain unchanged and in full force and
effect. Neither this letter agreement nor any provision hereof may be amended or
waived, except by an instrument in
<PAGE>
Swisher & Hall
May 31, 1995
Page Three
writing executed by all parties. This letter agreement shall be binding upon
and inure to the benefit of the successors of the respective parties hereto.
Please signify your acceptance of, and agreement with, the terms and conditions
of this Agreement by signing the Acknowledgment set forth below.
Very truly yours,
MPTV, INC.
By: /s/ H.C. Reed
--------------------------
Name: H.C. Reed
Title: President
ACKNOWLEDGEMENT
THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES WITH THE TERMS AND CONDITIONS OF
THIS LETTER AGREEMENT.
SWISHER & HALL
By: /s/ RONALD HALL Dated: June 1, 1995
------------------------- --------------
RONALD HALL
<PAGE>
EXHIBIT 10.24
MPTV, Inc.
3 Civic Plaza, Suite #210
Newport Beach, CA 92660
Phone: (714) 760-6747
FAX: (714) 760-6825
October 26, 1995
Mr. Ron Hall
SWISHER & HALL, ARCHITECTS
2801 North Tenaya Way, Suite C
Las Vegas, Nevada 89128
RE: ISSUANCE OF STOCK
Dear Mr. Hall:
This letter will confirm our arrangement with respect to the issuance to you
("Holder") of shares of common stock, $0.05 par value per share (the "Common
Stock") of MPTV, Inc., a Nevada corporation ("MPTV"), pursuant to the terms and
conditions set forth below.
1 . ISSUANCE OF COMMON STOCK. MPTV, Inc. hereby agrees to issue to you,
concurrent with your executions of this letter agreement, an aggregate of
170,000 shares of its Common Stock (the "Shares"). In consideration for your
receipt of said Shares, you hereby agree to forgive (subject to the terms and
conditions set forth herein) that certain debt, in the approximate amount of
$30,000 owed to you by MPTV, Inc. for certain architectural services rendered
for MPTV's Lake Tropicana Resort, 303 East Harmon Avenue, Las Vegas, Nevada,
(the "Resort") pursuant to the term and conditions of that certain Agreement
dated February 2, 1994, by and between MPTV and you (the "Agreement).
2. DEFICIENCY RIGHTS. In the event that you do not receive proceeds, net
of brokers' commissions, from the sale of the Shares equal to or in excess of
the sum of $30,000, the Company will pay to you, upon request, the amount of the
deficiency. You agree to use all reasonable efforts to realize the maximum
amount from the sale of the Shares.
3. PRESERVATION OF LIEN RIGHTS. The parties hereto agree that the
issuance of the Shares under this letter agreement shall not be deemed to act as
satisfaction or waiver of the above referenced debt until the Shares are sold
and any deficiency pursuant to Section 2 hereof is paid in full, and Holder
shall be entitled to maintain whatever lien rights it may otherwise have with
respect to the architectural services performed for the Resort.
<PAGE>
Mr. Ron Hall
SWISHER & HALL, ARCHITECTS
October 26, 1995
Page two.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. PAYMENT TO SUBCONTRACTORS. You agree to pay any and all your
subcontractors, within ten (10) day of your receipt of the proceeds from the
sale of the Shares, the respective amounts owned to said subcontractors with
respect to the Resort. You also agree to immediately obtain releases for any
and all liens placed by said subcontractors on the Resort prior to the date
hereof, and to protect and hold the Company free and harmless from and against
any and all liens and claims for labor, materials, services or appliances
furnished or used in connection with said work performed at the Resort.
5. REGISTRATION OF SHARES. MPTV hereby represents that the Shares are
being issued pursuant to a Registration Statement on Form S-8, to be filed with
the Securities and Exchange Commission on August 22, 1994. All fees of such
registration, other than customary brokers' commissions and expenses of counsel
for Holder, if desired, shall be borne by MPTV. Holder hereby agrees to supply
MPTV with such information with respect to Holder as may reasonably be requested
by MPTV in order to effect said registration.
6. RECEIPT OF MPTV DISCLOSURE DOCUMENTS. Holder hereby acknowledges
receipt of a copy of MPTV's Annual Report on Form 10-K for the year ended
December 31, 1994, and Quarterly Reports on Form 10-QSB for the quarter ended
June 30, 1995. Holder hereby acknowledges that it has relied upon said
disclosure documents, and upon no other documents and/or representations,
whether written or oral, from either MPTV or its officers, directors,
shareholders, affiliates or agents, in making the determination to purchase the
Shares.
7. MISCELLANEOUS. This letter agreement or any right hereunder may not
be assigned by any party without the express written approval of the other
party. Any notice or other communication required or permitted to be given by
any party under this letter agreement shall be given in writing by first-class
mail or via courier or telecopier, addressed to each respective party at its
principal place of business. No waiver of any kind under this Letter Agreement
shall be deemed effective unless in writing, signed by the party charged with
such waiver, and no waiver of any right arising from any breach or failure to
perform under this Letter Agreement shall be deemed to be a waiver or
authorization of any other breach or failure to perform or of any other right
arising under this Letter Agreement. If any provision of the Letter Agreement
is or becomes or is deemed invalid, illegal or unenforceable in any
jurisdiction, such provision shall be deemed amended to conform to applicable
law so as to be valid, legal and enforceable in such
2
<PAGE>
Mr. Ron Hall
SWISHER & HALL, ARCHITECTS
October 26, 1995
Page three.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
jurisdiction. This Letter Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada.
This Letter Agreement and the Agreement constitute the entire understanding and
Agreement of the parties hereto with respect to the matters described herein and
supersede all prior Agreements or understandings, written or oral, between the
parties with respect thereto. Except as amended by this Letter Agreement, the
Agreement shall remain unchanged and in full force and effect. Neither this
Letter Agreement or any provision hereof may be amended or waived, except by an
instrument in writing executed by all parties. This Letter Agreement shall be
binding upon and inure to the benefit of the successors of the respective
parties hereto.
Please signify your acceptance of, and agreement with, the terms and conditions
of the Agreement by signing the Acknowledgement set forth below.
Very truly yours,
MPTV, Inc.
By: /s/ James C. Vellema
-----------------------------------
James C. Vellema, Chairman/CEO
ACKNOWLEDGEMENT
THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES WITH THE TERMS AND CONDITIONS OF
THIS LETTER AGREEMENT.
SWISHER & HALL
By: /s/ Ron Hall
-----------------------------------
Ron Hall, Vice President
Dated:10/30, 1995.
3
<PAGE>
March 4, 1996
Swisher & Hall
Architects
1725 Rainbow, Suite 25
Las Vegas, Nevada 89102
Re: ISSUANCE OF STOCK
Gentlemen:
This letter will serve as the second amendment (this "Second Amendment") to our
letter agreement of August 18, 1994 (the "Prior Agreement") with respect to the
issuance to you ("Holder") of shares of common stock, $.05 par value per share
(the "Common Stock") of MPTV, Inc., a Nevada corporation ("MPTV"), pursuant to
the terms and conditions set forth below.
1. ISSUANCE OF ADDITIONAL COMMON STOCK. The Prior Agreement is hereby
amended to include the issuance by MPTV of an additional 104,100 shares of its
Common Stock (the "Additional Shares") (for an aggregate of 279,100 shares), in
consideration for certain additional architectural and asbestos consulting
services rendered for MPTV's Lake Tropicana Resort (the "Resort") pursuant to
the terms and conditions of that certain Agreement dated February 2, 1994, by
and between MPTV and you (the "Agreement").
2. PRESERVATION OF LIEN RIGHTS. The parties hereto agree that the
issuance of the Additional Shares under this Second Amendment shall not be
deemed to act as a satisfaction or waiver of any existing debt of MPTV to you,
and you shall be entitled to maintain whatever lien rights you may otherwise
have with respect to the architectural and other services performed for the
Resort.
3. REGISTRATION OF ADDITIONAL SHARES. MPTV hereby represents that the
Additional Shares will be registered on a Registration Statement on Form S-8, to
be filed with the Securities and Exchange Commission as soon as possible after
the execution of this amended letter agreement. All fees of such registration,
other than customary brokers' commissions and expenses of counsel for Holder, if
desired, shall be borne by MPTV. Holder hereby agrees to supply MPTV with such
information with respect to Holder as may reasonably be requested by MPTV in
order to affect said registration.
<PAGE>
Swisher & Hall
March 4, 1996
Page Two
4. RECEIPT OF MPTV DISCLOSURE DOCUMENTS. Holder hereby acknowledges
receipt of a copy of MPTV's Annual Report on Form 10-KBS for the year ended
December 31, 1994, and the Quarterly Reports on Form 10-QBS for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995, respectively.
Holder hereby acknowledges that it has relied upon said disclosure documents,
and upon no other documents and/or representations, whether written or oral,
from either MPTV or its officers, directors, shareholders, affiliates or agents,
is making the determination to purchase the Additional Shares.
5. REMAINDER OF PRIOR AGREEMENT. Except as modified by this Second
Amendment, the Prior Agreement shall remain unmodified and in full force and
effect.
Please signify your acceptance of, and agreement with, the terms and conditions
of this Second Amendment by signing the Acknowledgment set forth below.
Very truly yours,
MPTV, INC.
By:/s/ Hurley C. Reed
----------------------------
Name: Hurley C. Reed
Title: President
ACKNOWLEDGMENT
THE UNDERSIGNED HEREBY ACKNOWLEDGES AND AGREES WITH THE TERMS AND CONDITIONS OF
THIS LETTER AGREEMENT.
SWISHER & HALL
By:/s/ Ronald Hall Dated: 3/4/96 , 1996
---------------------------- ---------
RONALD HALL
<PAGE>
CONSULTING AGREEMENT
BETWEEN
MPTV, INC.
AND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Agreement entered into this ____ day of _____, 19__ by and between
MPTV, INC., a Nevada corporation having an office at #3 CIVIC PLAZA, SUITE 210,
NEWPORT BEACH, CALIFORNIA 92660 (hereinafter "MPTV") and ___________________,
(hereinafter "CONSULTANT") having an address at ____________________________
____________________________________________________________________________
____________________________________________________________________________
WITNESSETH
WHEREAS, MPTV is a public corporation engaged in the operation of various
business enterprises and is in need of consulting in the form of Sales and
Marketing Services, and other transactions;
WHEREAS, Consultant is engaged in consulting of this nature, Consultant is
interested in providing MPTV with consulting services; and
WHEREAS, MPTV wishes to engage Consultant to provide services.
NOW THEREFORE, in consideration of the mutual promises, covenants and
undertaking herein contained, the parties agree as follows:
1. MPTV agrees to retain Consultant as an independent contractor, and not as
an employee of MPTV, to provide consulting for a period of one (1) year
commencing with the effective date of this Agreement and terminating on
____________________________________________________________, 19________, unless
terminated earlier in accordance with the terms of this Agreement.
2. It is understood and agreed that Consultant shall render such consulting
services as requested by MPTV including without limitation, sales, market
strategies and solicitation plans. Terms of the agreement are as follows:
a. Consultant shall only distribute materials and information that have
been approved by the company prior to distribution.
b. Consultant may employ sub-contractors to assist in his duties,
however, Consultant will be held responsible for all information
distributed.
c. Consultant will use his best efforts to obtain market and sales
contacts for the company.
<PAGE>
CONSULTING AGREEMENT - MPTV/
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
d. Consultant hereby agrees that he or his sub-contractors will not
distribute misleading information, make false statements or in any way
deviate from standard practices as it relates to information
distributed under the laws and regulations of the United States
Securities laws. Consultant hereby represents that he is familiar
with the laws, rules and regulations and will conduct her efforts
within the guidelines of those rules and laws.
e. Consultant shall be responsible for all costs associated with his
efforts. The company acknowledges that substantial costs will be
incurred by consultant with respect to worldwide travel, telephone,
postage and shipping.
f. The company realizes that the results of such efforts are difficult to
measure, therefore, the company and Consultant will meet on a monthly
basis to evaluate Consultants efforts. Consultant agrees to furnish
copies of all promotional materials used in relation to his efforts
for MPTV.
g. Consultant understands and agrees that any deviation from the accepted
practices as it relates to promotion for a public company, and
misrepresentation or mailing of false or misleading information
regarding the company will be grounds for immediate termination of
this contract.
3. MPTV, shall pay Consultant a fee for this Ageeement of ________________
shares of MPTV, Inc. common stock registered under an S-8 filing with the SEC.
4. Any notices or other communications or documents to be given or permitted
hereunder to any party shall be mailed first class, postage prepaid, and if to
MPTV addressed to:
MPTV, INC.
#3 CIVIC PLAZA, SUITE 210
NEWPORT BEACH, CALIFORNIA 92660
and if to Consultant, addressed to:
<PAGE>
CONSULTING AGREEMENT - MPTV/
5. In the event any one or more of the provisions contained in this Agreement
shall, for any reason, be expressly held to be invalid, illegal or unenforceable
in any respect, such invalidity illegality or unenforceability shall not affect
any other provisions of this Agreement, and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.
6. This Agreement shall be binding on Consultant's heirs, legal
representatives and assigns, and shall inure to the benefit of any successors
and assigns of MPTV.
7. Any waiver of a right under or breach of a provision of this Agreement
shall not be a waiver of any other rights or subsequent breach of the same or
other provisions of this Agreement.
8. This Agreement shall be controlled, construed and enforced in accordance
with the laws of the State of Nevada.
9. This Agreement supersedes all previous agreements between the parties with
respect to the subject matter hereof. This Agreement constitutes the entire
Agreement between the parties hereto and there are no understandings,
representations or warranties of any kind whatsoever except as herein set forth.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
to be effective as of the date written above.
MPTV, INC. CONSULTANT
By: By:
------------------------ ------------------------
James C. Vellema
Chairman/CEO
3
<PAGE>
AMENDMENT TO CONSULTING AGREEMENT
BETWEEN MPTV, INC. AND __________________________________
DATED_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This amendment entered into this 8th day of March, 1996 by and between
MPTV, Inc., a Nevada corporation having an office at #3 Civic Plaza, Suite 210,
Newport Beach, California, ("MPTV") and________________________________________
________, (Consultant").
WITNESSETH
WHEREAS, MPTV has entered into a Consulting Agreement with the Consultant
on _________________ to provide Sales and Marketing Services and other
transactions.
WHEREAS, MPTV and Consultant wish to amend this agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants and
undertaking herein contained, the parties agrees as follows:
MPTV agrees to retain the Consultant and the Consultant agrees to be
retained for one additional year resulting in an extended termination date of
_____________:
As additional consideration for this commitment to provide services through
_____________, MPTV shall issue to Consultant _______ shares of MPTV common
stock registered under an S-8 filing with the SEC along with a warrant to
purchase _______ shares at $____ per share.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement in
duplicate to be effective as of the date written above.
MPTV, INC. CONSULTANT
By: By:
-------------------------- --------------------------
James C. Vellema
<PAGE>
EXHIBIT 24.5
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MPTV, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 7, 1996 appearing in the Annual
Report on Form 10-KSB of MPTV, Inc. for the year ended December 31, 1995.
Irvine, California
September 16, 1996
