<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1998
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
YOU BET INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4627253
------------------------------- ------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1950 SAWTELLE BOULEVARD, SUITE 180
LOS ANGELES, CALIFORNIA 90025
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(Address of Principal Executive Offices, including Zip Code)
WILKINS AGREEMENT
KINGSTON CONSULTING AGREEMENT
WEINGARTEN CONSULTING AGREEMENT
-------------------------------
(Full title of the agreements)
(310) 444-3300
--------------------------------
(Telephone number, including area code, of agent for service)
COPIES TO:
DAVID L. FICKSMAN, ESQ.
LOEB & LOEB LLP
1000 WILSHIRE BOULEVARD, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
(213) 688-3698
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
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<S> <C> <C> <C> <C>
COMMON STOCK 319,000 $2.85 $909,150.00 $268.20
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</TABLE>
(1) DETERMINED PURSUANT TO RULE 457(h).
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULES 457(h), BASED ON THE WEIGHTED AVERAGE EXERCISE PRICE OF
$2.85 PER SHARE.
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- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of You Bet International, Inc. (the "Company")
previously filed with the Securities and Exchange Commission (the "Commission")
by the Company are incorporated into this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997; and
(b) The Company's Current Report on Form 8-K dated March 4, 1998.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all shares offered hereunder have been sold or deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized by its Certificate of Incorporation to
issue 50,000,000 shares of Common Stock, $.001 par value per share and
1,000,000 shares of Preferred Stock, par value $.001 per share, which
Preferred Stock may be issued with such rights, designations and priviledges
as the Board of Directors may, from time to time determine.
Each holder of Common Stock is entitled to one vote per share owned
by such holder on all matters submitted to a vote of the stockholders. The
Common Stock is not entitled to preemptive rights and is not subject to
redemption. Subject to the dividend rights of holders of any then outstanding
Preferred Stock, holders of Common Stock are entitled to receive dividends at
such times and in such amounts as the Board of Directors, from time to time,
may determine. Subject to the liquidation preference of any then outstanding
preferred stock, holders of Common Stock are entitled to receive, on a pro
rata basis, all remaining assets of the Company available for distribution to
holders of Common Stock in the event of liquidation, dissolution or winding
up of the Company.
All outstanding shares of the Common Stock are, and the shares of
the Common Stock issued pursuant to the exercise of the options and warrants
covered by this Registration Statement will be, validly issued, fully paid
and non-assessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No such interests.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law of Delaware (the
"GCL") authorizes indemnification when a person is made a party to any
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of another enterprise, at the request of the corporation, and
if such person acted in good faith and in a manner reasonably believes by him or
her to be in, or not opposed to, the best interests of the corporation. With
respect to any criminal proceeding, such person must have had no reasonable
cause to believe that his or her conduct was unlawful. If it is determined that
the conduct of such person meets these standards, such person may be indemnified
for expenses incurred and amounts paid in such proceeding if actually and
reasonably incurred in connection therewith.
If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if such person acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interest of the
corporation. There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the Company for negligence or
misconduct in the performance of his or her duty; however, a court may, even in
such case, allow such indemnification to such person for such expenses as the
court deems proper.
Where such person is successful in any such proceeding, such person is
entitled to be indemnified against expenses actually and reasonably incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Certificate of Incorporation and the Bylaws of the Company
provide for indemnification of directors and officers to the fullest extent
permitted by the GCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
4.1 Agreement between the Company and Katherine Wilkins
4.2 Consulting Agreement, including Amendment and Extension thereof,
between the Company and Roberto A. Kingston
3
<PAGE>
4.3 Consulting Agreement between the Company and Robert N. Weingarten
5.1 Opinion of Loeb & Loeb LLP (including consent)
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Weinbaum & Yalamanchi
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act, that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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.
4
<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 Los Angeles, California, on May 6, 1998.
YOU BET INTERNATIONAL, INC.
---------------------------
(Registrant)
By: /s/ David M. Marshall
------------------------------
Name: David M. Marshall
Title: President, Chairman 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David M. Marshall President, Chairman, May 6, 1998
--------------------- Chief Executive
David M. Marshall Officer
and Director
/s/ Robert N. Weingarten Chief Financial May 6, 1998
------------------------ Officer
Robert N. Weingarten
/s/ Russell M. Fine Executive Vice May 6, 1998
------------------------ President and Chief
Russell M. Fine Technology Officer,
Secretary and Director
/s/ Jess Rifkind Director May 6, 1998
------------------------
Jess Rifkind
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Agreement between the Company and Katherine Wilkins
4.2 Consulting Agreement, including Amendment and
Extension thereof, between the Company and Roberto
A. Kingston
4.3 Consulting Agreement between the Company and Robert
N. Weingarten
5.1 Opinion of Loeb & Loeb LLP (with consent)
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Weinbaum & Yalamanchi
</TABLE>
6
<PAGE>
EXHIBIT 4.1
AGREEMENT
Whereas, You Bet International, Inc. ("Employer") and Katherine Wilkins
("Employee") entered into an employment agreement dated November 14, 1996
(the "Employment Agreement").
Whereas, the Employment Agreement contained a provision that Employer
would pay Employee a signing bonus of $30,000 (the "Bonus").
Whereas, the Bonus was due and payable on December 31, 1996.
Whereas, the Employee gave the Employer an extension of one year to
pay the Bonus based on the Employer agreeing to pay interest on the Bonus at
the rate of 15% per annum.
Whereas, the Employer is not in a financial position to pay the Bonus
as of December 31, 1997.
Therefore, in consideration of the mutual promises made herein,
Employer and Employee agree as set forth below, effective as of December 31,
1997.
Employer agrees to issue common stock purchase warrants to Employee to
purchase 100,000 shares of Employer's common stock, immediately exercisable
at $3.00 per share (the "Warrants"). The Warrants will be exercisable, in
whole or in part, through and until the later of (i) the last day of the 180
day period commencing on the date that a registration statement registering
the shares of common stock underlying the Warrants is declared effective by
the Securities and Exchange Commission or (ii) October 31, 1998.
Employer agrees to deliver a certificate evidencing the issuance of the
Warrants (the "Warrant Certificate"), duly executed by an officer of
Employer, to Employee no later than April 30, 1998, and upon the issuance and
delivery of such Warrant Certificate, Employee agrees that the Bonus,
including accrued interest, will be cancelled.
Employer agrees to register the shares of common stock underlying the
Warrants with the Securities and Exchange Commission pursuant to a
REgistration Statement on Form S-8 as soon as practicable after the issuance
of the Warrant Certificate, but in no event later than May 11, 1998.
Should the Warrants expire without being exercised by Employee, this
Agreement will be deemed null and void, and the Bonus, including accrued
interest, will be retroactively reinstated as an obligation of Employer.
Employer: Employee:
You Bet International Inc. Katherine Wilkins
By: /s/ David M. Marshall By: /s/ Katherine Wilkins
----------------------- ---------------------
David M. Marshall
Chairman and Chief
Executive Officer
<PAGE>
EXHIBIT 4.2
CONSULTING AGREEMENT BETWEEN YOU BET INTERNATIONAL INC. and Roberto Andres
Kingston.
CONSULTING AGREEMENT, dated as of May 9th 1997, between You Bet International
Inc. a Corporation established and existing under the laws of Delaware, with
its principal place of business at 1950 Sawtelle Boulevard, Suite 180, Los
Angeles, California 90025, U.S.A. and Roberto Andres Kingston domiciled at
A.v. Alvear 1535, Suite 3 # C, Buenos Aires, Argentina.
RECITALS.
WHEREAS You Bet International Inc. desires to continue to use the services of
Roberto Andres Kingston as Corporate Consultant.
AND
Robert Andres Kingston desires to continue providing such services upon the
terms and conditions hereof.
AGREEMENT
1/ RETENTION
YOU BET INTERNATIONAL INC.(YBI Inc.), hereby retains Roberto Andres Kingston
for a primary period of 12 months, commencing on May 9th 1997 as Corporate
Consultant on a non exclusive basis. This Agreement may be terminated after
six months from commencement date by either party upon receipt of written
notice. Notice of termination may only be given during or after the sixth
month of performance and must provide for no less than 60 days notice. This
contract will automatically renew for a successive twelve (12) months under
the same terms and conditions if no notice of termination is received by
either party at least 60 days prior to the expiration of the primary period.
2/ SCOPE OF SERVICES
During the term of this Agreement, Roberto Andres Kingston, as independent
consultant, shall provide YBI Inc., on a best effort basis advise relating to:
- - Re-definition of Corporate Objectives.
- - Corporate Strategy Formulation
- - Organization re-design and corporate re-structuring
3/ COMPENSATION
It is hereby agreed that the following fee structure will apply for
professional services rendered by Roberto Andres Kingston to YBI Inc. on a
best efforts performance.
Options to purchase the company's common stock shall be granted to Roberto
Andres Kingston.
10,000 S8 options will be issued to Robert Andres Kingston in lieu of fees
under this agreement as a signing bonus. Additionally, 3,500 S8 options will
be issued to Roberto Andres Kingston for each month of service in lieu of
fees under this agreement. Said options will be issued at a strike price not
greater that a) $2.50 (two dollars and fifty cents), and b) UBET close of
market quote as at 9th May 1997.
Each option may be exercised from the date of this agreement until close of
market on the date that is 3 years after the date of this agreement
("expiration date"). Should the expiration date fall on a Saturday, Sunday or
Bank Holiday the expiration date shall be the next available trading date.
<PAGE>
Each Option not exercised on or before the Expiration Date shall expire.
These options are callable if and when the common stock trades at or above
$10.00 for 20 consecutive days. Upon being called by YBI Inc. Roberto Andres
Kingston will be allowed a period of not more than 45 calendar days to
exercise said options.
Securities Subject to Option:
Subject to the provisions of this Agreement, the holder of each Option shall
have the right to purchase from YBI Inc., and YBI Inc. shall issue and sell
to each such holder, one fully paid and non-assessable share of common stock of
YBI Inc. (the "Common Stock"), Shares underlying the Options will be free
trading and will be registered by the YBI Inc.
Adjustments to Options. The Exercise Price and the number of shares of Common
Stock and classes of Capital Stock of YBI Inc. purchasable upon the exercise
of each Option are subject to adjustment from time to time as follows.
a) If YBI Inc. (I) pays a dividend or makes a distribution on its Common
Stock, in each case, in shares of its Common Stock; (II) subdivides its
outstanding shares of Common Stock into a greater number of shares; combines
its outstanding shares of Common Stock into a smaller number of Shares (IV)
makes a distribution of its Common Stock in shares of its capital stock other
than Common Stock or (V) issues by reclassification of its shares of Common
Stock any shares of its capital stock; then the number of shares purchasable
upon exercise of each Option in effect prior to such action shall be adjusted
so that the holder of any Option thereafter exercised may receive the number
and classes of shares of capital stock of YBI Inc. which such holder would
have owned immediately following such action if such holder had exercised the
Option immediately prior to such action.
b) If YBI Inc. is a party to a consolidation, merger or transfer of assets
which reclassifies or changes its outstanding Common Stock, the successor
corporation (or corporation controlling the successor corporation or YBI Inc.,
as the case may be) shall by operation of law assume the Client's obligations
under this agreement.
Upon consummation of such transaction the Options shall automatically become
exercisable for the kind and amount of securities, cash or other assets which
the holder of an Option would have owned immediately after the consolidation,
merger or transfer if the holder had exercised the Option immediately before
the effective date of such transaction. As a condition to the consummation of
such transaction, YBI Inc. shall arrange for the person or entity obligated
to issue securities, cash or other assets upon exercise of the Option to
concurrently with the consummation of such transaction, assume YBI Inc.'s
obligations hereunder by executing an instrument so providing and further
providing for adjustments which shall be as nearly equivalent as may be
practical to the adjustment provided herein.
4/ CONFIDENTIALITY
Unless expressly authorised in writing, the parties agree not to divulge any
non public information provided under this agreement, including without
limitation, the parties methods of operation, existing or potential business
plans and names of its customers and employees.
<PAGE>
5/ INDEMNIFICATION
The Company hereby agrees to indemnify, defend and hold harmless Roberto Andres
Kingston (the "Indemnified Party"), from and against any losses, claims,
damages or liabilities (or actions, including shareholder actions, in respect
thereof) incurred as a result of claims asserted by third parties related to
or arising out of the engagement of Roberto Andres Kingston by the Company
pursuant to the terms hereof or in connection herewith, and will reimburse
each Indemnified Party for all expenses as they are incurred (including
expenses connected with investigating, preparing or defending any such action
or claim), whether or not in connection with pending or threatened litigation
in which any indemnified Party is a party. The Company will not, however, be
responsible for any claims, liabilities, losses, damages or expenses which
have resulted from Roberto Andres Kingston's gross negligence or willful
misconduct.
The foregoing indemnification shall be in addition to any rights that Roberto
Andres Kingston or any other Indemnified Party may have in accordance with
applicable law, and shall include, but in no way shall be limited to, any
right to contribution.
The Company, hereby consents to personal jurisdiction, service of process and
venue in any court in which any claim subject to this indemnification
provision is brought against Roberto Andres Kingston or any other Indemnified
Party, and not with respect to any other claims that may be made against the
Company. The obligation to indemnify the Indemnified Parties pursuant to the
terms of this paragraph shall survive and remain in full force and effect
following the completion of any transaction contemplated herein or the
expiration or termination of this Agreement.
6/ ASSIGNMENTS
The Agreement is binding upon and shall inure to the benefit of the parties
to this Agreement and respective successors and assigns. Neither party shall
assign or transfer any rights or obligations under this Agreement without the
express written consent of the other party.
7/ WAIVER, MODIFICATION OR AMENDMENT
No waiver of any provision of this Agreement or modification or amendment of
this Agreement shall be effective, binding or enforceable unless in writing
and signed by authorised representatives of both parties.
8/ NOTICES
All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be delivered personally, sent by commercial
carrier, registered mail or transmitted by facsimile. These notices shall be
addressed to the parties at the addresses set out above or as either party
shall designate in writing to the other. The communications herein shall be
deemed to be given or made when so delivered, personally or by commercial
carrier, or when transmitted by facsimile (transmission report OK), or if
mailed five days after the date of mailing.
9/ GOVERNING LAW
This agreement shall be governed by the internal laws of California. Any
dispute arising out of this agreement shall be adjudicated in the courts of
the California and Roberto Andres Kingston hereby agrees that service of
process upon it by registered mail at the address shown in this agreement
shall be deemed adequate and lawful.
<PAGE>
10/ DUE AUTHORITY
The YBI Inc. and Roberto Andres Kingston each represents to the other that
it has due authority to enter into this agreement and that the officer or
managing director, as the case may be, executing this agreement has full
authority to do so.
11/ MISCELLANEOUS
This Agreement may be executed in two or more counterparts, all of which
together shall be considered a single instrument. YBI Inc. confirms that it
will rely on its own counsel, accountants, and other similar expert advisors
for legal, accounting tax and other similar expert advice. This Agreement
constitutes the the entire agreement among the parties hereto with respect to
the subject matter hereof and supersedes all other prior agreements and
understanding, both oral and written, between the parties hereto with respect
to the subject matter hereof and cannot be amended or otherwise modified except
in writing by the parties.
12/ HEADINGS
The paragraph headings in this Agreement have been inserted as a matter of
convenience of reference and are not part of this Agreement.
13/ ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and representations (oral
or written) between the parties concerning the matter hereof, and supersedes
all prior agreements, arrangements and understandings, written or oral,
relating to the matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
For and on Behalf of )
You Bet International Inc. )
David Marshall ) /s/ David Marshall
Chairman )
For and on Behalf of )
Roberto Andres Kingston ) /s/ Roberto Andres Kingston
<PAGE>
AMENDMENT AND EXTENSION OF SCOPE TO CONSULTING AGREEMENT BETWEEN
----------------------------------------------------------------
YOU BET INTERNATIONAL INC. AND ROBERTO ANDRES KINGSTON
------------------------------------------------------
AMENDMENTS: The following clauses are hereby amended as follows:
1/ RETENTION:
You Bet International Inc. (YBI Inc.), hereby retains Roberto Andres Kingston
as Corporate Consultant on a non exclusive basis for a primary period of 24
months Commencing on May 9, 1997 and terminating on May 8, 1999.
3/ COMPENSATION:
Strike price of Options:
The parties hereby agree a strike price of $2.50 (two dollars and fifty
cents) for the S8 options under this agreement.
Where it reads:
"Each option may be exercised from the date of this agreement until close of
market on the date that is 3 years after the date of this agreement
(expiration date)".
Will now read:
Each option may be exercised from the date of registration until close of
market on the date that is 3 years after the date of registration
(expiration date).
Where it reads:
"These options are callable if and when the common stock trades at or above
$10.00 for 20 consecutive day. Upon being called by YBI Inc. Roberto Andres
Kingston will be allowed a period of not more than 45 calendar days to exercise
said options",
Will now read:
The options shall be non callable by YBI Inc.
EXTENSION: The scope of services and compensation is extended as follows:
2/ SCOPE OF SERVICES.
Include the following aspects.
- International Development
- Corporate Representation.
- Market Research.
- Identification of potential Strategic Partners.
- Management of client inquiries.
<PAGE>
3/ Compensation.
It is hereby agreed that the following fee structure for professional
services relating to the above activities.
Options to purchase common stock shall be granted in lieu fo fees
under this agreement.
* 100,000 S8 options will be issued in respect of work completed
through 12/31/97 in relation to the interrnational expansion of
YBI Inc. and the introduction of Strategic Partners for the
development of YBI Interactive Racing Network outside the US.
S8 options in relation to the above services will be issued at
a strike price of $ 3.00 (three dollars).
All other terms and conditions remain unchanged.
Agreed /s/ David Marshall
Dated: 12/12/97
For and on behalf of
You Bet International Inc.
David Marshall
Chairman
Dated: 12th/December/1997
For /s/ Roberto Andres Kingston
Roberto Andres Kingston
<PAGE>
EXHIBIT 4.3
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of
April 20, 1998 (the "Effective Date"), by and between You Bet International,
Inc., a Delaware corporation (the "Company"), and Robert N. Weingarten
("Consultant").
R E C I T A L S
A. The Company desires to retain the services of Consultant pursuant
to the terms hereof, as its Chief Financial Officer and financial advisor.
B. Consultant desires to perform, and the Company is willing to have
Consultant perform, such services as an independent contractor to the Company.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. SERVICES. Consultant agrees to serve on a part time
basis as the Company's Chief Financial Officer and financial advisor.
Consultant shall devote such time as reasonably necessary to complete such
services.
2. TERM. The term of this Agreement shall commence as of
the Effective Date and shall thereafter continue on a month to month basis, it
being understood that either party may terminate this Agreement upon no less
than thirty (30) days notice unless terminated earlier in accordance with its
terms.
3. COMPENSATION. As compensation for the performance of
the Services, the Company shall pay Consultant such amounts as Consultant and
the Company agree based upon the time spent by Consultant in performing the
Services hereunder. In addition, the Company hereby grants to Consultant
options (the "Options") to purchase 25,000 shares of the Company's Common Stock
at an exercise price of $3.00 per share. All Options will vest as of the
Effective Date of this Agreement and shall expire on the first anniversary of
the Effective Date. Company shall use its best efforts to file a registration
statement on Form S-8 covering the Shares of Common Stock issuable upon the
exercise of the Options.
4. EXPENSES. The Company shall reimburse Consultant for
any expenses incurred by Consultant in performing the Services subject to
Consultant providing receipts or other documentation that evidences such
expenses.
5. TERMINATION. Either party hereto shall have the right
to terminate this Agreement in the event of a breach by the other party if such
breach continues uncured for a period of five days after the breaching party is
given written notice thereof by the non-breaching party. Notwithstanding the
foregoing sentence, the Company may immediately terminate this Agreement upon
notice to Consultant if
<PAGE>
Consultant breaches any provision of Section 7 below. The election by the
Company to terminate this Agreement shall not be deemed an election of
remedies, and all other remedies provided by this Agreement or available at
law or in equity shall survive any such termination.
6. RELATIONSHIP OF PARTIES.
6.1 INDEPENDENT CONTRACTOR. Consultant is an
independent contractor and is not an agent, partner or employee of the Company.
Consultant shall perform the Services under the general direction of the
Company, but Consultant shall determine, in Consultant's sole and exclusive
discretion, the manner and means by which the Services are accomplished, subject
to the requirement that Consultant shall at all times comply with applicable
law.
6.2 EMPLOYMENT TAXES AND CONTRIBUTIONS. Consultant
shall report as income all compensation received by Consultant under this
Agreement. The Company shall not withhold any federal, state or local taxes or
make any contributions on behalf of Consultant relating to the compensation
received by Consultant under this Agreement.
6.3 NO BENEFITS. Because Consultant is engaged as an
independent contractor and not as an employee of the Company, the Company shall
not provide Consultant with any form or type of benefits, including, but not
limited to, health, life or disability insurance.
7. CONFIDENTIAL INFORMATION.
7.1 "CONFIDENTIAL INFORMATION". For purposes of this
Agreement, the term "Confidential Information" shall include, but not be limited
to (i) information concerning the operation, business and finances of the
Company and the Company's affiliates, (ii) the identity of customers and
suppliers of the Company and the Company's affiliates, (iii) techniques and
processes known or used by the Company and the Company's affiliates,
(iv) pending patent applications and unpublished software owned or licensed to
the Company and the Company's affiliates, and (v) other information and trade
secrets which are of great value to the Company and the Company's affiliates,
which information and trade secrets are generally not known other than by the
Company and the Company's affiliates.
7.2 MAINTENANCE OF CONFIDENTIALITY. Consultant
acknowledges that maintaining the confidentiality of all Confidential
Information is critically important to the Company and that Consultant has a
fiduciary duty to maintain the confidentiality of the Confidential Information.
In addition, Consultant understands
2
<PAGE>
that his agreement to maintain the confidentiality of all Confidential
Information is a material inducement to the Company in executing this
Agreement.
7.3 NO USE OR DISCLOSURE. Without the Company's prior
written consent in each instance, Consultant agrees not to use or disclose,
directly or indirectly, any Confidential Information in any manner, at any time,
other than as expressly required by the Company in connection with the services
Consultant performs under this Agreement.
7.4 RESTRICTION ON REMOVAL AND DUPLICATION.
Consultant agrees not to remove, reproduce, summarize or copy any Confidential
Information except as expressly required by the Company in connection with the
performance of his Services under this Agreement. Consultant agrees to return
immediately all Confidential Information (including any copies thereof) to the
Company (i) once such Confidential Information is no longer required for
Consultant to perform its services for the Company, (ii) when this Agreement
expires or is earlier terminated under any circumstances whatsoever or
(iii) whenever the Company may otherwise require that such Confidential
Information be returned.
7.5 RETURN OF DOCUMENTS. Consultant agrees that all
manuals, documents, files, media storage devices, reports, studies and other
materials used or developed by the Company, whether are not deemed Confidential
Information, are solely the property of the Company and that Consultant has no
right, title or interest therein. Upon the expiration or earlier termination of
this Agreement or whenever requested by the Company, Consultant shall promptly
deliver such property in his possession to the Company.
7.6 SURVIVAL. The covenants and agreements of
Consultant contained in this Section 7 shall be deemed to be effective as of the
date such person first acquired knowledge of any Confidential Information and
shall survive the expiration or earlier termination of this Agreement.
7.7 INJUNCTIVE AND OTHER EQUITABLE RELIEF. Consultant
acknowledges that his breach of any provision of this Section 7 will cause the
Company great and irreparable harm, for which it will have no adequate remedy at
law, and that, in addition to all other rights and remedies the Company may
have, the Company shall be entitled to injunctive and other equitable relief to
prevent a breach or continued breach of the provisions of this Section 7.
8. ARBITRATION. Any claim or controversy arising out of
or relating to this Agreement shall be settled by arbitration in Los Angeles,
California, in
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accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction. There shall be three arbitrators,
one to be chosen directly by each party at will, and the third arbitrator to
be selected by the two arbitrators so chosen.
9. GENERAL.
9.1 ASSIGNMENT. Consultant shall not assign
Consultant's rights or delegate Consultant's duties under this Agreement either
in whole or in part without the prior written consent of the Company. The
Company shall have the right to assign its rights and delegate its duties under
this Agreement in whole or in part without the consent of Consultant.
9.2 GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of California.
9.3 ATTORNEYS' FEES. If any litigation, arbitration
or other legal proceeding relating to this Agreement occurs between the parties
hereto, the prevailing party shall be entitled to recover (in addition to any
other relief awarded or granted) its reasonable costs and expenses, including
attorneys' fees and costs incurred in such litigation, arbitration or
proceeding.
9.4 SEVERABILITY. If any provision of this Agreement
is determined to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, then to the extent necessary to make such provision or
this Agreement legal, valid or otherwise enforceable, such provision shall be
limited, construed or severed and deleted from this Agreement, and the remaining
portion of such provision and the remaining other provisions hereof shall
survive, remain in full force and effect and continue to be binding, and shall
be interpreted to give effect to the intention of the parties hereto insofar as
that is possible.
9.5 NOTICES. All notices, requests and other
communications hereunder shall be in writing and shall be delivered by courier
or other means of personal service (including by means of a nationally
recognized courier service or professional messenger service), or sent by telex
or telecopy or mailed first class, postage prepaid, by certified mail, return
receipt requested, in all cases, addressed to:
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Company:
You Bet International, Inc.
1950 Sawtelle Boulevard
Suite 180
Los Angeles, California 90035
Attention: David M. Marshall
Fax Number: (310) 444-3310
Consultant:
Robert N. Weingarten
5439 Lockhurst Drive
Woodland Hills, California 91367
Fax Number: (818) 704-4215
All notices, requests and other communications shall be deemed given on the date
of actual receipt or delivery as evidenced by written receipt, acknowledgement
or other evidence of actual receipt or delivery to the address. In case of
service by telecopy, a copy of such notice shall be personally delivered or sent
by registered or certified mail, in the manner set forth above, within three
business days thereafter. Any party hereto may from time to time by notice in
writing served as set forth above designate a different address or a different
or additional person to which all such notices or communications thereafter are
to be given.
9.6 ENTIRE AGREEMENT. This Agreement sets forth the
entire understanding of the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements, written or oral,
between them concerning such subject matter.
9.7 AMENDMENT, MODIFICATION AND WAIVER. This
Agreement and its provisions may not be amended, modified or waived except in a
writing signed by Consultant and the Company.
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9.8 CONSTRUCTION. The normal rule of construction
that an agreement shall be interpreted against the drafting party shall not
apply to this Agreement. In this Agreement, whenever the context so requires,
the masculine, feminine or neuter gender, and the singular or plural number or
tense, shall include the others.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.
You Bet International, Inc.
By: /s/ David M. Marshall By: /s/ Robert N. Weingarten
------------------------ ---------------------------------
David M. Marshall Robert N. Weingarten
Title: President and Title: Consultant
Chief Executive Officer
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Exhibit 5.1
[LETTERHEAD]
WRITER'S DIRECT DIAL NUMBER
213-688-3698
e-mail: [email protected]
May 5, 1998
You Bet International, Inc.
1950 Sawtelle Boulevard, Suite 180
Los Angeles, California 90025
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are counsel to You Bet International, Inc., a Delaware
corporation (the "Company"), and have assisted in connection with the
preparation and filing with the Securities and Exchange Commission of a
Registration Statement of the Company on Form S-8 (the "Registration
Statement") covering 319,000 shares (the "Shares") of the common stock of the
Company, issuable pursuant to the exercise of options and warrants issued under
the terms of the following contracts: (i) Agreement between the Company and
Katherine Wilkins; (ii) Consulting Agreement, including Amendment and Extension
thereof, between the Company and Roberto A. Kingston; and (iii) Consulting
Agreement between the Company and Robert N. Weingarten.
We have examined the proceedings heretofore taken and are familiar
with the procedures proposed to be taken by the Company in connection with
the authorization, issuance and sale of the Shares.
It is our opinion that the Shares to be issued and sold by the
Company pursuant to the Registration Statement will be, when sold and paid
for pursuant to the terms of the Plan, validly issued, paid for and
non-assessable.
<PAGE>
You Bet International, Inc.
May 5, 1998
Page 2
We hereby consent to the use of our opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ David L. Ficksman
-------------------------------
David L. Ficksman
of Loeb & Loeb LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
You Bet International, Inc.
Los Angeles, California
We hereby consent to the use in the Company's Registration Statement on
Form S-8 of our report dated March 26, 1998, except for Note 11, which is
April 9, 1998, relating to the audit of the consolidated financial statements
of You Bet International, Inc., which is contained in and incorporated by
reference to the Annual Report on Form 10-KSB for the year ended December 31,
1997. Our report contains an explanatory paragraph regarding the Company's
ability to continue as a going concern.
BDO Seidman, LLP
Los Angeles, California
May 6, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Stockholders of You Bet International, Inc.
(a development stage company)
We consent to the use in this S-8 registration statement of our report
dated April 10, 1998 on You Bet International, Inc.'s and subsidiaries
consolidated financial statements.
Weinbaum & Yalamanchi
Los Angeles, California
May 6, 1998
