Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
Imagica Entertainment, Inc.
(F/K/A Ranger International, Inc.)
(Exact name of registrant as specified in its charter)
Florida 59-2762999
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1518 SW 12th Avenue Ocala, Florida 34474
(Address of principal executive office) (Zip Code)
Robert Wormser
1518 SW 12th Avenue
Ocala, Florida 34474
(352) 867-7860
(Name, address and telephone number, including area code, of agent for service)
_______________
Independent Consulting Services Agreements with Tod Lotz and Mark Schultz.
(Full Title of the Plan)
_______________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<C> <S> <S> <S>
Title Amount to be Proposed maximum Proposed maximum Amount of
of Securities registered offering price aggregate offering Registration fee
per share<F1> price <F1>
Common Stock, 475,000 $2.37 $1,125,750 $388.19
par value $.001
<FN>
<F1> The price stated above is estimated solely for the purpose of calculation of registration
fee and is based on the average of the high and low prices paid for a share of the Company's
Common Stock on July 9, 1996.
</FN>
</TABLE>
<PAGE>
PART I
Item 1. Plan Information
Consulting Services Agreements
The Independent Consulting Services Agreement entered into June 12,
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and
Tod Lotz (the "Consultant") requires the Company to pay Consultant 325,000
shares of the Company's Common Stock as compensation for consulting
services. Under the terms of the Independent Consulting Services
Agreement, Consultant has agreed to render Public relations and long term
planning services to the Company. The Common Shares are fully vested at
the time of issuance.
The Independent Consulting Services Agreement entered into July 10,
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and
Mark Schultz (the "Consultant") requires the Company to pay Consultant 150,000
shares of the Company's Common Stock as compensation for consulting
services. Under the terms of the Independent Consulting Services
Agreement, Consultant has agreed to render Public relations and long term
planning services to the Company. The Common Shares are fully vested at
the time of issuance.
Item 2. Registrant Information and Employee Plan Annual Information
Plan participants may obtain, without charge, upon written or oral
request, any of the documents incorporated by reference in Item 3 of Part
II of this Registration Statement; these documents are incorporated by
reference in the Section 10(a) prospectus which is a part of this
Registration Statement. Plan participants may also obtain, without charge,
upon written or oral request, any other documents required to be delivered
to employees pursuant to Rule 428(b). All requests for documents should be
directed to: Imagica Entertainment, Inc., Attention: President, 1518 SW
12th Avenue,Ocala, Florida 34474 (352) 867-7860.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
Registration Statement, and are made a part hereof:
(a) The Registrant's latest annual report for the year ended May 31,
1995, on Form 10-KSB filed on or about January 4, 1996, and Registrant's
latest annual report, as amended, for the year ended May 31, 1995, on Form
10-KSB/A filed on or about January 5, 1996.
(b) The Registrant's latest quarterly reports for the quarters ended
August 31, 1995, November 30, 1995, and February 29, 1996, on Form 10-QSB
filed on or about January 4, 1996; January 13, 1996; April 10, 1996,
respectively.
(c) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-SBK referred to in paragraph (a) above.
(d) The descriptions of the registrant's securities which are contained
in its registration statements filed under section 12 of the Securities
Exchange Act of 1934, including any amendment or reports filed for the
purpose of updating such descriptions.
All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective
amendment indicating that all of the securities offered hereby have been
sold, or deregistering all such securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed
incorporated by reference herein modifies or supersedes such statement.
Any such document so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The By-Laws of the Company, contain a provision under which the
officers and directors of the Company would be indemnified to the full
extent permitted by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits
indemnification against expenses actually and reasonably incurred by a
director, officer, employee or agent to the extent that such person has
been successful in the defense of a matter eligible for indemnification
under the statute. Under certain circumstances, expenses may be paid by a
corporation in advance, subject to repayment, unless the defendant
ultimately is determined to be ineligible for indemnification. In addition,
the statute permits a corporation to indemnify directors and officers
against certain liabilities and to purchase and maintain director and
officer liability and reimbursement insurance against liabilities, whether
or not the corporation would have the power of indemnification against such
liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Page
(4) Instruments defining the rights of security holders,
including indentures
(a) Independent Consulting Services Agreement between
Imagica Entertainment, Inc.. and Tod Lotz
dated June 12, 1996.
(b) Independent Consulting Services Agreement between
Imagica Entertainment, Inc.. and Robert Ruben
dated June 14, 1996.
(5) Opinion re legality
(15) Letter re unaudited interim financial information None
(24) Consents of experts and counsel
(a) Consent of BDO Seidman
(b) Consent of Bruce Brashear, Esq.
(28) Additional exhibits None
(29) Information from reports furnished to state
insurance regulatory authorities None
Item 9. Undertakings.
(a)The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove any of the
securities that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for the
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to
directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event 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 the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies it has reasonable ground to believe it
meets all the requirements for filing on Form S-8 and has duly caused same
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Ocala, State of Florida, on the 10th day of July,
1996.
IMAGICA ENTERTAINMENT, Inc.
By:/s/Robert S. Wormser
Robert S. Wormser,
President and Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony M. Pallante his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done on or about the premises, as fully
and for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated, on the dates indicated.
Signature Title
/s/ Robert S. Wormser Chairman of the Board and Director
Robert S. Wormser
Date: July 10, 1996
/s/ William J. White Director
William J. White
Date: July 10, 1996
CONSULTING AGREEMENT
THIS AGREEMENT is made as of June 12, 1996 by and between RANGER
INTERNATIONAL, INC. D/B/A IMAGICA(trademark) ENTERTAINMENT INC., a Florida
corporation (the "Company or IMAGICA") and TOD LOTZ, an individual, (the
"Consultant").
RECITALS:
A. The Company is a public company, and desires to expose its
business plan and to build the value of the Company for the benefit of its
shareholders on a long term strategic planning; and
B. The Consultant is a financial advisor involved in a variety of
businesses, with particular emphasis in long term strategic planning; and
C. The Company recognizes the substantial experience and knowledge
of the Consultant in matters relating to long term strategic planning; and
D. The Company further recognizes that it is in the best interests
of the Company to engage the consulting services of the Consultant; and
E. The Company desires to retain the valuable services and counsel
of the Consultant, and the Consultant desires to render such services to
the Company upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby agree as follows:
1. Recitals. The Recitals to this Agreement are hereby
incorporated into this Agreement as though full restated herein.
2. Engagement. The Company hereby engages the Consultant, and
the Consultant accepts engagement by the Company, upon the terms and
conditions set forth in this Agreement. This Agreement hereby supersedes
any prior, contemporaneous, oral or written agreements by and between both
parties hereof.
3. Term. The term of this Agreement shall begin on the
date hereof and shall continue until June 11, 1999, unless modified by the
parties hereto.
4. Consulting Services Compensation.
(A) The Company shall pay to Consultant, as compensation for
his services under this Agreement, Three Hundred Twenty Five Thousand
(325,000) Common Shares of IMAGICA (the "IMAGICA Shares"), which shares
shall be immediately registered under a S-8 short form Registration
Statement with the Securities and Exchange Commission, by the Company, at
the Company's expense.
In addition, the Company grants warrants to purchase up
to 300,000 shares of the Company's common stock at $2.00 per share for a
period of 36 months from the date of this contract.
(B) The Company shall also pay to Consultant Eighty Four
Thousand Dollars ($84,000) per annum, payable in 12 equal installments of
$7,000 to be paid monthly as partial consideration for the services to be
provided hereunder.
(C) The Company may in the future provide the Consultant with
such additional compensation as the Company and Consultant shall mutually
agree for any additional services by the Consultant not provided for in
this Agreement, which terms shall be set forth, during the term of this
Agreement, in Schedules attached hereto and incorporated herein by
reference.
5. Duties. From time to time as reasonably requested by
the Company, the Consultant shall provide public relations advice and
services to the Company and long term strategic planning.
6. Nature of Engagement. The Consultant is being engaged by
the company as an independent contractor. Nothing in this Agreement shall
be construed so as to create an employer-employee relationship between the
parties.
7. Expenses. Upon receipt of requests from the Consultant for
reimbursement, the Company shall reimburse the Consultant for all
reasonable and necessary expenses the Consultant incurs, prior to and after
the date of this Agreement in performing his duties in connection with this
Agreement. The Consultant shall be required to receive authorization from
the Company prior to incurring any such expenses in excess of $1,000.00.
8. Notices. Any notice, report or demand required, permitted
or desired under this Agreement shall be sufficient if in writing and
delivered by certified mail, return receipt requested, Federal Express (or
similar courier), telegram or receipted hand delivery at the following
addresses (or such other addresses designated by proper notice):
To the Company: Imagica(TRADEMARK) Entertainment, Inc.
1518 S.W. 12th Avenue
Ocala, Florida 34474
Attn: Robert S. Wormser, President
To the Consultant: Mr. Tod Lotz
408 Baynard Drive
Venice, Florida 34285
Any notice otherwise delivered shall be deemed given when actually
received by recipient.
9. Miscellaneous.
(A) Governing Law. This Agreement shall be governed by,
interpreted and enforced in accordance with the laws of the State of
Florida.
(B) Waiver. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate as a waiver of any other
breach of any provision of this Agreement by any party.
(C) Entire Agreement. This instrument contains the entire
agreement of the parties concerning engagement and may not be changed or
modified except by written agreement duly executed by the parties hereto
and supersedes any prior or contemporaneous oral or written agreement
between the parties.
(D) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors, heirs, personal representatives and assigns.
(E) Day(s). Reference in this Agreement to "day" or
"days" refers to calendar days, but if a referenced date falls on a
Saturday, Sunday or federal holiday, it will be deemed to fall on the next
calendar day that is not a Saturday, Sunday or federal holiday.
(F) Confidentiality. Except as may otherwise be required
by law, the provisions of this Agreement shall remain strictly
confidential. To the extent permitted by law, the Board of Directors of
the Company shall ensure that no person other than members of the Board of
Directors of the Company and appropriate officers of the Company, their
legal counsel or accountants, are made aware of the terms of this
Agreement. In addition, neither the company nor the Consultant shall,
either directly or indirectly through their respective officers, directors,
employees, shareholders, partners, joint ventures, agents, consultants,
contractor, affiliates or any other person, disclose, communicate,
disseminate or otherwise breach the confidentiality of all or any provision
of this Agreement, without the express written consent of both parties to
this Agreement.
(G) Specific Performance. Strict compliance shall be
required with each and every provision of this Agreement. The parties
hereto agree that breach of this Agreement shall result in irreparable
damage, and that specific performance of these obligations may be obtained.
(H) Additional Documents. The Company agrees to execute
such other documents and agreements to effect the purposes of this
Agreement, as the Consultant may request from time to time.
(I) Assignment. The obligations of the parties under this
Agreement shall not be assigned without the written consent of the parties.
Notwithstanding any provision of this Agreement to the contrary, however,
the Consultant shall be entitled to provide that any funds payable or stock
issuable to him pursuant to this Agreement shall instead be paid or issued
to another person.
(J) Counterparts. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one
agreement binding on all parties to this Agreement.
(K) Facsimile Signatures. The parties may execute
this Agreement by facsimile, which signature(s) shall be deemed an original
and binding upon such party.
(L) Severability. If any term, condition or provision of
this Agreement or the application thereof to any party or circumstances
shall, at any time or to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term, condition or
provision to parties or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each
term, condition and provision of their Agreement shall be valid and
enforceable to the fullest extent permitted by law.
(M) Dispute Procedure. Any dispute, controversy or claim
arising out of, or in connection with this Agreement shall be settled by
binding arbitration in accordance with the rules of the American
Arbitration Association then in effect. The arbitration shall be conducted on
an expedited basis in the Orlando, Florida area by an independent
arbitrator selected by the American Arbitration Association. The decision
of such arbitrator, including any award of attorney's fees and costs, may
be entered into any court with jurisdiction.
(N) Board of Directors. Except as expressly provided
otherwise in this Agreement, reference to actions, determinations or
similar occurrences by the Company shall mean the action, decision or
determination of its Board of Directors.
(O) Authority. The Company hereby represents and warrants
that the person executing this Agreement on its behalf is duly authorized
to do so, that the execution of this Agreement has been duly approved by
the Board of Directors of the Company, and that this Agreement is binding
upon the Company. The Company hereby agrees to provide the documentation
evidencing such authorization and approval as the Consultant may reasonably
request, including, without limitation, written consents of the Board of
Directors of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
RANGER INTERNATIONAL, INC. D/B/A
IMAGICA(TRADEMARK) ENTERTAINMENT, INC.,
a Florida corporation
By: /s/ Robert S. Wormser
Robert S. Wormser, President
TOD LOTZ
By: /s/ Tod Lotz
Tod Lotz, Consultant
CONSULTING AGREEMENT
THIS AGREEMENT is made as of July 10, 1996 by and between RANGER
INTERNATIONAL, INC. D/B/A IMAGICA(trademark) ENTERTAINMENT INC., a Florida
corporation (the "Company or IMAGICA") and MARK SCHULTZ, an individual, (the
"Consultant").
RECITALS:
A. The Company is a public company, and desires to expose its
business plan and to build the value of the Company for the benefit of its
shareholders on a long term strategic planning; and
B. The Consultant is a financial advisor involved in a variety of
businesses, with particular emphasis in long term strategic planning; and
C. The Company recognizes the substantial experience and knowledge
of the Consultant in matters relating to long term strategic planning; and
D. The Company further recognizes that it is in the best interests
of the Company to engage the consulting services of the Consultant; and
E. The Company desires to retain the valuable services and counsel of
the Consultant, and the Consultant desires to render such services to the
Company upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound hereby agree as follows:
1. Recitals. The Recitals to this Agreement are hereby
incorporated into this Agreement as though full restated herein.
2. Engagement. The Company hereby engages the Consultant, and
the Consultant accepts engagement by the Company, upon the terms and
conditions set forth in this Agreement. This Agreement hereby supersedes
any prior, contemporaneous, oral or written agreements by and between both
parties hereof.
3. Term. The term of this Agreement shall begin on the
date hereof and shall continue until June 15, 1997, unless modified by the
parties hereto.
4. Consulting Services Compensation.
(A) The Company shall pay to Consultant, as compensation for
his services under this Agreement, One Hundred Fifty Thousand (150,000)
Common Shares of IMAGICA (the "IMAGICA Shares"), which shares shall be
immediately registered under a S-8 short form Registration Statement with
the Securities and Exchange Commission, by the Company, at the Company's
expense.
(B) The Company may in the future provide the Consultant with
such additional compensation as the Company and Consultant shall mutually
agree for any additional services by the Consultant not provided for in this
Agreement.
5. Duties. From time to time as reasonably requested by
the Company, the Consultant shall provide public relations advice and
services to the Company and long term strategic planning.
6. Nature of Engagement. The Consultant is being engaged by the
company as an independent contractor. Nothing in this Agreement shall be
construed so as to create an employer-employee relationship between the
parties.
7. Expenses. Upon receipt of requests from the Consultant for
reimbursement, the Company shall reimburse the Consultant for all reasonable
and necessary expenses the Consultant incurs, prior to and after the date of
this Agreement in performing his duties in connection with this Agreement.
The Consultant shall be required to receive authorization from the Company
prior to incurring any such expenses in excess of $1,000.00.
8. Notices. Any notice, report or demand required, permitted or
desired under this Agreement shall be sufficient if in writing and delivered
by certified mail, return receipt requested, Federal Express (or similar
courier), telegram or receipted hand delivery at the following addresses (or
such other addresses designated by proper notice):
To the Company: Imagica(TRADEMARK) Entertainment, Inc.
1518 S.W. 12th Avenue
Ocala, Florida 34474
Attn: Robert S. Wormser, President
To the Consultant: Mr. Mark Schultz
19909 Gardenia Drive
Jupiter, Florida 33469
Any notice otherwise delivered shall be deemed given when actually
received by recipient.
9. Miscellaneous.
(A) Governing Law. This Agreement shall be governed by,
interpreted and enforced in accordance with the laws of the State of
Florida.
(B) Waiver. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate as a waiver of any other
breach of any provision of this Agreement by any party.
(C) Entire Agreement. This instrument contains the entire
agreement of the parties concerning engagement and may not be changed or
modified except by written agreement duly executed by the parties hereto and
supersedes any prior or contemporaneous oral or written agreement between
the parties.
(D) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors, heirs, personal representatives and assigns.
(E) Day(s). Reference in this Agreement to "day" or
"days" refers to calendar days, but if a referenced date falls on a
Saturday, Sunday or federal holiday, it will be deemed to fall on the next
calendar day that is not a Saturday, Sunday or federal holiday.
(F) Confidentiality. Except as may otherwise be required
by law, the provisions of this Agreement shall remain strictly confidential.
To the extent permitted by law, the Board of Directors of the Company shall
ensure that no person other than members of the Board of Directors of the
Company and appropriate officers of the Company, their legal counsel or
accountants, are made aware of the terms of this Agreement. In addition,
neither the company nor the Consultant shall, either directly or indirectly
through their respective officers, directors, employees, shareholders,
partners, joint ventures, agents, consultants, contractor, affiliates or any
other person, disclose, communicate, disseminate or otherwise breach the
confidentiality of all or any provision of this Agreement, without the
express written consent of both parties to this Agreement.
(G) Specific Performance. Strict compliance shall be required
with each and every provision of this Agreement. The parties hereto agree
that breach of this Agreement shall result in irreparable damage, and that
specific performance of these obligations may be obtained.
(H) Additional Documents. The Company agrees to execute
such other documents and agreements to effect the purposes of this
Agreement, as the Consultant may request from time to time.
(I) Assignment. The obligations of the parties under this
Agreement shall not be assigned without the written consent of the parties.
Notwithstanding any provision of this Agreement to the contrary, however,
the Consultant shall be entitled to provide that any funds payable or stock
issuable to him pursuant to this Agreement shall instead be paid or issued
to another person.
(J) Counterparts. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one
agreement binding on all parties to this Agreement.
(K) Facsimile Signatures. The parties may execute
this Agreement by facsimile, which signature(s) shall be deemed an original
and binding upon such party.
(L) Severability. If any term, condition or provision of
this Agreement or the application thereof to any party or circumstances
shall, at any time or to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term, condition or
provision to parties or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each term,
condition and provision of their Agreement shall be valid and enforceable to
the fullest extent permitted by law.
(M) Dispute Procedure. Any dispute, controversy or claim
arising out of, or in connection with this Agreement shall be settled by
binding arbitration in accordance with the rules of the American Arbitration
Association then in effect. The arbitration shall be conducted on an
expedited basis in the Orlando, Florida area by an independent arbitrator
selected by the American Arbitration Association. The decision of such
arbitrator, including any award of attorney's fees and costs, may be entered
into any court with jurisdiction.
(N) Board of Directors. Except as expressly provided
otherwise in this Agreement, reference to actions, determinations or similar
occurrences by the Company shall mean the action, decision or determination
of its Board of Directors.
(O) Authority. The Company hereby represents and warrants
that the person executing this Agreement on its behalf is duly authorized to
do so, that the execution of this Agreement has been duly approved by the
Board of Directors of the Company, and that this Agreement is binding upon
the Company. The Company hereby agrees to provide the documentation
evidencing such authorization and approval as the Consultant may reasonably
request, including, without limitation, written consents of the Board of
Directors of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
RANGER INTERNATIONAL, INC. D/B/A
IMAGICA(TRADEMARK) ENTERTAINMENT, INC.,
a Florida corporation
By: /s/ Robert S. Wormser
Robert S. Wormser, President
MARK SCHULTZ
By: /s/ Mark Schultz
Mark Schultz, Consultant
June 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Amendment No. 2 to Registration Statement on Form SB-2
Imagica Entertainment, Inc.
Gentlemen:
I have acted as counsel for Imagica Entertainment, Inc.
(the "Company") in connection with its proposed offering
to certain consultants of Company of 475,000 common shares
(par value $.0001). In connection with the proposed public
offering and above-described registration statement, I have reviewed the
following:
1. The Certificate of Incorporation and amendments thereto of the Company;
2. The By-Laws and amendments thereto of the Company;
3. The minute books of the Company; and
On the basis of such investigation and the examination of such other
records as I deemed necessary, I am of the opinion that:
a) the Company has been duly incorporated and is validly existing under
the laws of the State of Florida; and
b) The 475,000 shares have been duly authorized and when issued, will be
legally issued by the Company and will be fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit for the purpose of
registering all or a portion of the Common Shares described in
Form S-8 under the relevant state and federal
securities laws.
Sincerely,
/s/ Bruce Brashear
Bruce Brashear, Esq.
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Imagica Entertainment, Inc.
(F/K/A Ranger International, Inc.)
We hereby consent to the incorporation by reference on the Registration
Statement on Form S-8 of our report dated July 13, 1995 except for
Note 5 which is as of October 31, 1995, included in the Form 10KSB
of Imagica Entertainment, Inc, (F/K/A Ranger International, Inc.)
for the year ended May 31, 1995.
/s/ BDO Seidman
BDO Seidman, LLP
Orlando, Florida
July 10, 1996
