As filed with the Securities and Exchange Commission on October 13, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CELEBRITY ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
11-2880337
(I.R.S. Employer Identification Number)
214 Brazilian Avenue, Suite 400, Palm Beach, FL 33480
(Address of Principal Executive Offices) (Zip Code)
Celebrity Entertainment, Inc. 1998 Consultant and Employee Benefit Plan
(Full title of the plan)
James J. McNamara
President and Chief Executive Officer, Celebrity Entertainment, Inc.
214 Brazilian Avenue, Suite 400
Palm Beach, FL 33480
(Name and address of agent for service)
(561) 659-3832
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications
sent to the agent for service should be sent to:
Julia K. O'Neill, Esq.
Fleming & O'Neill, P.C.
77 Franklin St., Suite 300
Boston, MA 02110
(617) 350-7770
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed
Title of to be Maximum Maximum Amount of
Securities to be regis- Offering Aggregate Registra-
Registered tered Price Per Offering tion Fee
Unit Price
Common Stock, par 100,000 $0.4526 (1) $45,260 $13.35
value $.0001 per share
Common Stock, par 100,000 $0.10 $10,000 $ 2.95
value $.0001 per
share, issuable upon
exercise of stock
options
(1) Pursuant to Rule 457(h), as there is currently no market for the securities
to be offered, the book value of the securities computed as of the latest
practicable date prior to the date of filing this registration statement was
used. Book value per share was computed to be $0.4526, based on shareholders'
equity of $118,892 and 262,690 shares of common stock outstanding. Preferred
shares were not included in the calculation, as they are not currently
convertible into common stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated in this Registration Statement
by reference:
a. Celebrity Entertainment, Inc.'s (the "Company") latest annual
report, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act").
b. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above.
c. The description of the Company's Common Stock contained in the
Company's Form 10, including any amendment or report filed for the purpose of
updating such description.
All documents 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 hereby have been
sold or which 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
the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law grants every corporation the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
The Delaware statute also grants every corporation the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the statute, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Article Tenth of the Certificate of Incorporation of the Company provides:
The corporation shall, to the full extent permitted by Section 145
of the Delaware General Corporation Law, indemnify all persons whom
it may indemnify pursuant thereto. The corporation is hereby
further authorized to advance litigation expenses to its attorneys
to defend and/or prosecute any action for or on behalf of the
corporation or its Board of Directors, without further action by the
Board of Directors. Additionally, the directors and officers of the
corporation are not obligated to repay an advancement of expenses
unless there is a specific determination made that the Director or
Officer is not entitled to indemnification.
The general effect of the foregoing provisions is that any officer or director
will be indemnified by the Company for any action taken in his capacity as such
so long as he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
post-effective amendments to this Registration Statement
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information required to be included in a post-effective amendment by
those paragraphs which are contained in periodic reports filed by the registrant
pursuant to section 13 of section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Palm Beach, Florida, on the 9th day of October,
1998.
Celebrity Entertainment, Inc.
By: /s/ James J. McNamara
James J. McNamara, President
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 date indicated.
Signatures Name and Title Date
/s/ James J. McNamara James J. McNamara, President, Chief Oct. 9, 1998
Executive Officer and Director
/s/ J. William Metzger J. William Metzger, Chief Financial Oct. 9, 1998
Officer, Executive Vice President,
Treasurer, Secretary and Director
Item 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Fleming & O'Neill, P.C. regarding legality of securities being
registered.
23.1 Consent of Holyfield Associates, P.A.
23.2 Consent of Fleming & O'Neill, P.C. (included as part of Exhibit 5.1).
EXHIBIT 5.1
FLEMING & O'NEILL, P.C.
ATTORNEYS AT LAW
77 FRANKLIN STREET
SUITE 300
BOSTON, MASSACHUSETTS 02110
(617) 350-7770
October 9, 1998
Celebrity Entertainment, Inc.
214 Brazilian Avenue
Suite 400
Palm Beach, FL 33480
Dear Sirs:
We have acted as counsel for Celebrity Entertainment, Inc., a
Delaware corporation (the "Company") in connection with the authorization and
proposed issuance of shares of common stock (the "Common Stock") which are being
registered for issuance pursuant to a Form S-8 Registration Statement being
filed on or about this date. This opinion is being furnished in connection with
said Form S-8.
We are familiar with the proceedings taken by the Company in
connection therewith.
We have made such inquiry of the officers and directors of the
Company and have examined such corporate and other records, documents,
agreements and instruments, certificates of officers of the Company and
certificates and records of public officials and have examined such questions of
law as we have deemed necessary for the purpose of this opinion. In rendering
this opinion, we have relied, as to all questions of fact material to this
opinion, upon certificates and records of officers of the Company and upon
representations and warranties made by the Company and its agents. Although we
have not attempted to verify independently such facts, we know of no facts which
lead us to believe that any portion of our opinion as set forth below is
incorrect. We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, whether certified or not,
and the legal competence of each individual executing any document.
Subject to the foregoing, we are of the opinion that the shares of
the Company's Common Stock when issued will be validly issued, fully paid and
nonassessable. We hereby consent to any references to this firm contained in
said Form S-8.
Very truly yours,
/s/ Fleming & O'Neill, P.C.
Fleming & O'Neill, P.C.
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Celebrity Entertainment, Inc.
Palm Beach, Florida
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated April
10, 1998, relating to the financial statements of Celebrity Entertainment,
Inc. appearing in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997. Our report contains an explanatory paragraph
regarding uncertainties related to the Company's ability to continue as a
going concern.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/Holyfield Associates, PA
Holyfield Associates, PA
West Palm Beach, Florida
Oct. 8, 1998
