<PAGE>
To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECONTENT, INC.
[Exact Name of Issuer as Specified in its Charter]
Commission File Number: _______
Delaware 23-2442288
[State of Incorporation] [IRS Employer Ident. No.]
105 South Narcissus Avenue, West Palm Beach, Florida 33401 Tel: (561) 791-1380
[Address of Principal Place of Business and Executive Office]
NON INCENTIVE STOCK OPTION AGREEMENT
[Full Name of The Plan]
Mr. John Sgarlat, The Citizens Building, 105 S. Narcissus Avenue, Suite 701,
West Palm Beach, Florida 33401
[Name and Address of Agent for Service]
Copy to: Kogan & Taubman, L.L.C.
39 Broadway, Suite 2250 New York, NY 10006 Tel:(212) 425-8200
Approximate date of commencement of proposed sale to the public:
As soon as possible after the Registration Statement is effective.
CALCULATION OF REGISTRATION FEE
Title of Amount being Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
being Offering Aggregate Fee
Registered Price Offering
Per Share Price(1)
Common Stock, par
value $0.08 500,000 $0.20 $ 100,000 $ 100.00
--------
Total Fee $ 100.00
- -----------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the Registration Fee.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Registrant (sometimes referred to herein as the "Company") has entered
into a Non-Incentive Stock Option Agreement (the "Stock Option Agreement") with
Robert Marty ("Marty" or "Consultant"), dated November 26, 1999.
Pursuant to the Consulting Agreement, Marty has engaged in providing
services to the Company relating to advice as to the Company's business
objectives and assisting the Company to identify potential retail distribution
channels for the Company's licensed products. Marty has NOT AND WILL NOT arrange
financing that involves any securities issuance nor has Consultant promoted or
maintained a market for the Company's securities.
As compensation for the services provided, the Company provided Marty
with certain options to purchase up to an aggregate of 500,000 shares of the
Company's Common Stock at a price of $0.20 per share (the "Price") at any time
during the ten years (10) year period commencing on November 26, 1999, and
ending November 26, 2009.
With respect to the shares of common stock underlying the 500,000
options exercised by Marty thereunder, the Company is obligated to prepare and
file this Registration Statement on Form S-8 within a reasonable time following
the issuance of the options.
Item 2. Registrant Information and Employee Plan Annual Information.
Registrant shall provide the Consultant, without charge, upon his
written or oral requests, the documents incorporated herein by reference in Item
3 of Part II of this Registration Statement. Registrant shall also provide to
Consultant, without charge upon his oral or written request, with all other
documents required to be delivered to Consultant pursuant to Rule 428(b). All
such requests shall be directed to Registrant at Registrant's offices located at
105 South Narcissus Avenue, Suite 701, West Palm Beach, Florida 33401.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated by reference:
(a) Registrant's Annual Report on Form 10-KSB for the period ended
December 31, 1999, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, which contain, either directly or by
incorporation by reference, certified financial statements for the
Company's latest fiscal year for which such statements have been filed;
<PAGE>
(b) All other reports, including but not limited to Quarterly Reports
on Form 10-QSB and Current Reports on Form 8-K, filed by Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act;
(c) All reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of 50,000,000
Shares of common stock, par value $0.08 per Share and 1,000,000 shares of
Preferred Stock, par value $10.00 per share.
a. Common Stock
The holders of common stock (i) have equal and ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have pre-emptive, subscription or conversion rights (there are no
redemption or sinking fund provisions applicable thereto); and (iv) are entitled
to one non-cumulative vote per share, on all matters which shareholders may vote
at all meetings of shareholders.
Since its inception, the Company has not paid any cash dividend on its
Common Stock and does anticipate that it will pay cash dividends in the
foreseeable future.
b. Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of
1,000,000 shares of Preferred Stock, $10.00 par value per share, of which no
shares have been issued. The Board of Directors is authorized to provide for the
issuance of shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of Preferred Stock so issued would have
priority over the Common Stock with respect to dividend or liquidation rights.
Any future issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of Common Stock. At present, the Company has no plans to issue
any Preferred Stock nor adopt any series, preferences or other classification of
Preferred Stock.
<PAGE>
Registrant is registering hereunder 500,000 shares of its authorized,
but unissued common stock which are intended to be issued upon the exercise of
the 500,000 options discussed herein above. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Registration Statement, when issued, will also be
fully paid for and non-assessable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-laws
of the Company state that the indemnification provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
Exhibit No. Title
1. Opinion of Kogan & Taubman, L.L.C. regarding the
legality of the securities registered.
2. Consulting Agreement
3. Non Incentive Stock Option Agreement
4. Consent of Kogan & Taubman, L.L.C., counsel to Registrant, to
the use of its opinion with respect to the legality of the
securities being registered hereby - included in Exhibit 1.
<PAGE>
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, 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 registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
a. 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:
(i) include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
Registration Statement; and
(iii) include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that Paragraph a(1)(i) and a(1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a small business issuer under the Exchange Act.
2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment to 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.
(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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York on the 6th day of December
1999
EContent Inc.,(Registrant)
By: /s/ John Sgarlat
---------------------------------------
John Sgarlat
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Registration Statement or
amendment has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
/s/
- ---------------------------- Chief Executive Officer February 9, 2000
John Sgarlat
/s/
- ---------------------------- Executive Vice February 9, 2000
William Campbell President
<PAGE>
February 9, 2000
eContent, Inc.
The Citizens Building
105 S. Narcissus Avenue, Suite 701
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-8
Offering of 500,000 Options to Purchase Common Stock
Gentlemen:
We have acted as counsel to eContent, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, (the "Securities Act"), of 500,000 shares of the Company's
common stock at $0.80 per share (the "Options"), to be offered to Robert Marty
("Consultant") by the Company pursuant to a Consulting Agreement and
Non-Incentive Stock Option Agreement between the Company and Consultant.
A registration statement on Form S-8 is being filed herewith. In
connection with rendering this opinion, we have examined executed copies of the
Registration Statement and all exhibits thereto. We have also examined and
relied upon the original, or copies certified to my satisfaction, of (i) the
Articles of Incorporation and By-laws of the Company, (ii) the Consulting
Agreement and the Warrant Agreement with respect to the issuance of the Warrants
and the underlying shares and related matters, and (iii) such other agreements
and instruments relating to the Company as we deemed necessary or appropriate
for purposes of the opinion expressed herein. In rendering such opinion, we have
made such further investigation and inquiries relevant to the transaction
contemplated by the Registration Statement as we have deemed necessary for the
opinion expressed herein, and we have relied, to the extent we deemed
reasonable, on certificates and certain other information provided to us by
officers of the Company and public officials as to matters of fact of which the
maker of such certificate or the person providing such other information had
knowledge.
Furthermore, in rendering our opinion, we have assumed that the
signatures on all documents examined by us are genuine, that all documents and
corporate record books submitted to us as originals are accurate and complete,
and that all documents submitted to us are true, correct and complete copies of
the originals thereof.
Based upon the foregoing, we are of the opinion that the Common Stock
to be issued and sold by the Company as described in the Registration Statement
have been duly authorized for issuance and sale and when issued by the Company
against payment of the consideration therefor pursuant to the terms of the
Consulting and Non Incentive Stock Option Agreements, will be legally issued,
fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Kogan & Taubman, L.L.C.
By:
------------------------------
Louis E. Taubman
<PAGE>
CONSULTING AGREEMENT
AGREEMENT made November 19, 1999, between eContent Inc., a corporation
organized and existing under the laws of the State of Delaware with its
principal place of business at 105 S. Narcissus Street, West Palm Beach, Florida
("Client"), and Robert Marty, an individual who resides at 49 West 23rd Street,
New York, NY 10010 ("Consultant").
RECITALS
1. Client is a vertically integrated e-Commerce marketing Company and
in the conduct of such business desires to have business advisory services
performed for Client by Consultant.
2. Consultant agrees to perform these services for Client under the
terms and conditions set forth in this agreement.
In consideration of the mutual promises set forth herein, and intending
to be legally bound, it is agreed by and between Client and Consultant as
follows:
SECTION ONE
NATURE OF WORK
Consultant will perform consulting and advisory services on behalf of
the Client with respect to all matters relating to or affecting Client's
business objectives. As a part of Consultant's services, Consultant shall review
the current structure of Client and make suggestions thereon.
<PAGE>
SECTION TWO
TIME DEVOTED TO WORK
In the performance of this Agreement, the services and the hours
Consultant is to work on any given day will be entirely with Consultant's
control and Client will rely upon Consultant to put in such number of hours as
is reasonably necessary to fulfill the spirit and purpose of this Agreement.
SECTION THREE
COMPENSATION
Consultant will receive as compensation for his services hereunder,
those Stocks Options as listed in that certain Stock Option Agreement dated
November 26, 1999, a copy of which is annexed hereto.
SECTION FOUR
DURATION
This agreement shall be considered as a firm commitment on the part of
the parties hereto for a period of three (3) months commencing . This agreement
may be extended by mutual agreement of the parties in writing.
SECTION FIVE
STATUS OF CONSULTANT
This agreement calls for the performance of the services of the
Consultant as an Independent contractor and Consultant and his employees will
not be considered employees of Client for any purpose.
<PAGE>
SECTION SIX
MISCELLANEOUS
6.1 Indemnification. Each party shall indemnify and hold the other
party and such party and such party's officers, directors, employees, agents and
professionals employed by such party harmless from and against any and all
liabilities, damages, expenses, investigative costs, other costs and losses
(including attorneys' fees and court costs) incurred by such party and such
party's officers, directors, employees and agents arising out of or in
connection with allegations, claims, counterclaims, demands, charges, or
violations of federal or state securities or self-regulatory agency laws, rules,
or regulations, or any other state or federal statutory or common law,
negligence or breach of contract, whether in a civil, criminal, administrative,
or other proceeding, arbitration, mediation, investigation or otherwise,
attributable in whole or, to the extent responsible, in part, to any breach of
this Agreement or the actions, past, present or future, of such party.
6.2 Consultant agrees not to be employed by or have any interest
(except a shareholder of a public corporation) in any entity which competes with
Client.
6.3 Waiver. No term or provision of this Agreement shall be deemed
waived and no breach excused, unless such a waiver or consent shall be in
writing and signed by a duly authorized representative of the party claimed to
have waived or consented. Any consent by any party to, or waiver of, a breach by
the other party, whether expressed or implied, shall not constitute consent to,
waiver of or excuse for any different or subsequent breach.
<PAGE>
6.4 Assignment. This agreement shall be binding upon and inure to the
benefit of the parties under this Agreement and shall not, however, be assigned
or delegated, by operation of law or otherwise, without the prior written
consent of the other party. This shall not preclude the merger, consolidation or
sale of substantially all of the assets of Client or Consultant with or to
another corporation, nor require the prior consent of Client or Consultant to
such a transaction, nor shall it preclude the assignment of Consultant's rights
to receive any fees under this Agreement. No person other than Client and
Consultant shall have any rights or be entitled to any benefit whatsoever under
any term or condition of this Agreement.
6.5 Each party shall notify the other immediately if it becomes
insolvent, becomes the subject of a petition in Bankruptcy Court or makes an
assignment for benefit of creditors.
6.6 Notices. All notices and communications under this Agreement shall
be sufficient if sent by United States first class, prepaid mail return receipt
requested, hand delivered or telecopied to the parties' respective addresses as
follows:
If to Client: If to Consultant:
eContent Inc. Robert Marty
105 S. Narcissus Suite 701 49 West 23rd Street West
Palm Beach, Florida 33401 New York, NY 10010
Either party may change its address by giving the other party five (5)
days prior notice in writing of the new address.
6.7 Modification and Headings. No modification or amendment to this
Agreement shall be valid unless in writing, signed by duly authorized
representatives of
<PAGE>
each party. Titles or headings of paragraphs are for convenience only and have
no legal significance.
6.8 Severability. The invalidity of any paragraph or subparagraph
hereof shall not affect the validity of any other paragraph or subparagraph. If
any one or more of the provisions contained in this Agreement shall be held to
be excessively broad as to time, duration, geographical scope, activity or
subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law.
6.9 Governing Law. The validity of this Agreement, and the terms
hereof, and all the duties, obligations, and rights arising herefrom, shall be
governed by and interpreted in accordance with the laws and decisions of the
Commonwealth of Delaware.
6.10 Entire Agreement. This agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior written agreements, negotiations, representation and proposals, written or
oral, relating to such subject matters.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
eContent Inc.
By:
----------------------------------
------------------------------------
Robert Marty (Consultant)
<PAGE>
NON-INCENTIVE STOCK OPTION AGREEMENT
(STOCK OPTION AGREEMENT)
NON-INCENTIVE STOCK OPTION AGREEMENT as of November 26, 1999, by and between
eContent Inc., a Delaware corporation with its principal office located at 105
South Narcissus Avenue Suite 701, West Palm Beach, Florida (the "Company") and
Robert Marty (the "Optionee").
***********************
The Company has determined to grant to the Optionee an option to purchase shares
of the Company's Common Stock in connection with services performed by Optionee
as a consultant to the Company. The options that are granted under this
agreement are exercisable only at the Optionee's discretion, or at the
discretion of Optionee's legal representative, in the case of death or
disability.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Company, pursuant to
the Agreement, hereby grants the Optionee the option to acquire shares of the
common stock of the Company upon the following terms and conditions:
1. Grant of Option
(a) The Company hereby grants to the Optionee, pursuant to the Agreement, the
right and option (the "Option") to purchase up to 500,000 fully paid and
non-assessable shares of Common Stock par value $.08 per share of the Company
(the "Shares"), to be issued upon the exercise hereof. The Option to purchase
the Shares may be exercised at any time during the term hereof.
(b) The Option may be exercised during the period commencing on the
date hereof and, unless sooner terminated as provided herein, expiring and
terminating at the tenth anniversary hereof, at which time the Optionee shall
have no further right to purchase any Shares not then purchased. The Company
shall at all times during the term of this Agreement reserve and keep available
such number of shares of Common Stock as will be sufficient to satisfy the
requirement of this Agreement.
(c) It is not intended that these Options qualify as Incentive Stock
Options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
<PAGE>
2. Exercise Price
The exercise price of the Option (the "Exercise Price") shall be $.20 per Share,
and shall be payable by certified or bank check payable to the-order of the
Company in full at the time of the exercise. Notwithstanding the foregoing, in
lieu of payment in full in such manner, Optionee shall be entitled to pay for
the Shares by payment to the Corporation by certified or bank check of a sum
equal to at least the par value of the Shares from the first proceeds of a sale
of any portion of the shares, with the remainder of the purchase price satisfied
by the issuance of a promissory note or notes, substantially in conformity of
Exhibit A to the employment agreement.
3.Exercise of Option
The Optionee may exercise this option to purchase shares vested by providing
notice to the Company by registered or certified mail, return receipt requested,
addressed to its principal office, signed by Optionee, indicating the number of
vested Shares which he desires to purchase under the Option. The notice shall be
accompanied by payment of the Option Price therefore as specified in Paragraph 2
above and any required written representation as pursuant to Paragraph 7(a)
below. As soon as practicable after the receipt of such notice of exercise, the
Company shall issue to the Optionee certificates issued in the Optionee's name
evidencing the Shares purchased by the Optionee hereunder.
4. Limitations on Right to Exercise
In the event that the services of the Optionee shall be terminated (otherwise
than by reason of death), such Option shall be exercisable (to the extent that
such Option was vested at the time of termination of service) for a period of
three months after such termination, except that the Option shall not be
exercisable after termination of the Optionee's services for reason of his
dishonesty or wrongful conduct or voluntary termination to avoid termination for
such causes.
5. Death of Optionee
In the event of the death of the Optionee, any unexercised portion of his Option
shall be exercisable (to the extent that such Option was exercisable at the time
of his death) for a period of six months after his death or upon the expiration
of the Option, whichever shall occur first, but, in any event, not more than ten
years after the date on which such Option shall have been granted and shall be
exercisable only by his personal representative or such person or persons to
whom such deceased Optionee's rights shall pass under such Optionee's will or by
the laws of descent and distribution.
Restricted Legend
The shares represented by the Certificate have not been registered under the
Securities Act of 1933 (the"Act") and are "restricted securities" as the term is
defined in Rule 144 under the "Act". The shares may not be offered for sale,
sold or otherwise transferred except pursuant to an effective registration
statement under the Act or pursuant to an exemption from registration under the
Act, the availability of which is to be established to the satisfaction of the
Company.
<PAGE>
6. Adjustments Upon Changes in Capitalization
(a) In the event of changes in the outstanding shares of the Company by reason
of stock dividends, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations or
liquidations, the number and class of shares available under the Agreement, the
number and class of shares or the amount of cash or other assets or securities
available upon the exercise of any Option granted hereunder, at the exercise
price of such option specified hereunder, and the maximum number of shares as to
which Options may be granted to an Optionee shall be correspondingly adjusted,
to the end that the Optionee's proportionate interest in the Company, in any
successor thereto or in the cash, assets or other securities into which the
shares are converted or exchanged shall be maintained to the same extent, as
near as may be practicable, as immediately before the occurrence of any such
event. All references in this Agreement to "Shares" from and after the
occurrence of such event shall be deemed for exercise of Options granted
pursuant hereto.
(b) Any adjustment in the number of Shares shall, apply proportionately to only
the then unexercised portion of the Option. If fractional Shares would result
from any such adjustment, the adjustment shall be revised to the next higher
number.
7. Registration Rights
The Company shall grant to the Optionee "piggy back" registration to include the
shares of Common Stock issuable upon exercise of the Options in any registration
statement filed by the Company under the Securities Act of 1933, as amended.
Optionee agrees that its right to register its shares hereunder may be limited
by any underwriter(s) of the Company's securities in a registered offering, if
such underwriter(s) reasonably believes that the inclusion of the shares will
have an adverse affect on the market for the Company's securities in such
offering, in which case, the amount of Optionee's shares to be registered may be
reduced by such underwriter(s) in their reasonable discretion. In addition the
Company will give its best efforts to file a registration statement on form S-8
or other appropriate form within three to five days of the signing of this
agreement. The Company hereby undertakes to take all actions necessary to
maintain current and effective any registration statement filed by the Company
with respect to the shares so as to enable the Optionee to freely sell, absent
of restriction, any or all of the shares as defined in Rule 144 under the
Securities Act of 1933
8. No Rights as Shareholder
The Optionee shall have no rights as a shareholder in respect of the Shares as
to which the Option shall not have been exercised and payment made as herein
provided.
9. No Obligation Relating to Engagement of Optionee
Nothing herein shall obligate the Company or any subsidiary to engage the
Optionee, nor shall this Agreement constitute a contract or an agreement of
consultants or for services, for confer upon the Optionee any right to continue
to render services to the Company or any subsidiary or interfere
<PAGE>
in any way with the right of the Company or any subsidiary to terminate the
services of the Optionee at any time without liability to the Company or the
subsidiary, except as may be set forth in any separate consulting agreement
between the Optionee and the Company.
10. Taxes
The Company may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with any
options granted under the Agreement. The Company may further require
notification from the Optionee upon any disposition of shares acquired pursuant
to the exercise of options granted hereunder.
11. Binding-Effect
Except as herein otherwise expressly provided, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, their legal
representatives and assigns.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware applicable to agreements made and to be performed wholly
within the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
eContent Inc.
By:
------------------------------------
John P. Sgarlat
Chairman of the Board &
Chief Executive Officer
By:
------------------------------------
Robert Marty
<PAGE>
February 9, 2000
eContent, Inc.
The Citizens Building
105 S. Narcissus Avenue, Suite 701
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-8
Offering of 500,000 Options to Purchase Common Stock
Gentlemen:
We have acted as counsel to eContent, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, (the "Securities Act"), of 500,000 shares of the Company's
common stock at $0.80 per share (the "Options"), to be offered to Robert Marty
("Consultant") by the Company pursuant to a Consulting Agreement and
Non-Incentive Stock Option Agreement between the Company and Consultant.
A registration statement on Form S-8 is being filed herewith. In
connection with rendering this opinion, we have examined executed copies of the
Registration Statement and all exhibits thereto. We have also examined and
relied upon the original, or copies certified to my satisfaction, of (i) the
Articles of Incorporation and By-laws of the Company, (ii) the Consulting
Agreement and the Warrant Agreement with respect to the issuance of the Warrants
and the underlying shares and related matters, and (iii) such other agreements
and instruments relating to the Company as we deemed necessary or appropriate
for purposes of the opinion expressed herein. In rendering such opinion, we have
made such further investigation and inquiries relevant to the transaction
contemplated by the Registration Statement as we have deemed necessary for the
opinion expressed herein, and we have relied, to the extent we deemed
reasonable, on certificates and certain other information provided to us by
officers of the Company and public officials as to matters of fact of which the
maker of such certificate or the person providing such other information had
knowledge.
Furthermore, in rendering our opinion, we have assumed that the
signatures on all documents examined by us are genuine, that all documents and
corporate record books submitted to us as originals are accurate and complete,
and that all documents submitted to us are true, correct and complete copies of
the originals thereof.
Based upon the foregoing, we are of the opinion that the Common Stock
to be issued and sold by the Company as described in the Registration Statement
have been duly authorized for issuance and sale and when issued by the Company
against payment of the consideration therefor pursuant to the terms of the
Consulting and Non Incentive Stock Option Agreements, will be legally issued,
fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Kogan & Taubman, L.L.C.
By:
------------------------------
Louis E. Taubman
