As filed with the Securities & Exchange Commission on December 2, 1996
Registration No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
RENAISSANCE ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-1094630
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
-------------------------
440 ARAPAHOE ROAD, SUITE 200
BOULDER, COLORADO 80303
(303) 444-8273
(Address and telephone number of principal executive offices)
-------------------------
RENAISSANCE ENTERTAINMENT CORPORATION
1996 CONSULTANT COMPENSATION AGREEMENTS
(Full title of the Plan)
Charles S. Leavell
4440 Arapahoe Road, Suite 200
Boulder, Colorado 80303
(303) 444-8273
(Name, address and telephone number of agent for service)
-------------------------
Approximate date of proposed commencement of sales pursuant
to the Plan: From time to time after this Registration
Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee (1)
================================================================================
Common 300,000 $5.75 $1,725,000 $522.73
Stock, par
value $.03
- -------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 based upon the price
of $5.75, which represents average of the high ($6.00) and low ($5.50)
sales prices reported for such stock on the NASDAQ National Market on
November 25, 1996.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission ("Commission"). The following documents, which have been filed by the
Company with the Commission pursuant to the Exchange Act (File No. 0-23782), are
incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
March 31, 1996; and
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1996 and the quarter ended September 30, 1996; and
(c) The description of the Company's common stock contained in
the Company's Registration Statement in Form 8-A, declared effective by the
Commission on April 1, 1994, as amended, including the amendment to the
Company's Registration Statement on Form 8-A, as filed with the Commission on
November 15, 1996.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that 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 5. LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of
the shares of Common Stock offered hereby will be passed upon for the Company by
Gray, Plant, Mooty, Mooty & Bennett, P.A., Minneapolis, Minnesota.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officers of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such, is as follows:
Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:
7-109-101. DEFINITIONS. As used in this article:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan. A
director is considered to be serving an employee benefit plan at the
corporation's request if his or her duties to the corporation also
impose duties on, or otherwise involve services by, the director to the
plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect to
a person other than a director as contemplated in section 7-109-107,
the office in a corporation held by the officer or the employment,
fiduciary, or agency relationship undertaken by the employee,
fiduciary, or agent on behalf of the corporation. "Official capacity"
does not include service for any other domestic or foreign corporation
or other person or employee benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in subsection (4) of this section, a corporation
may indemnify a person made a party to a proceeding because the person
is or was a director against liability incurred in the proceeding if:
(a) The person conducted himself or herself in good faith; and
(b) The person reasonable believed:
(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(II) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies
the requirement of subparagraph (II) of paragraph (b) of subsection (1)
of this section. A director's conduct with respect to an employee
benefit plan for a purpose that the director did not reasonably believe
to be in the interests of the participants in or beneficiaries of the
plan shall be deemed not to satisfy the requirements of paragraph (a)
of subsection (1) of this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not,
of itself, determinative that the director did not meet the standard of
conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not involving
action in an official capacity, in which proceeding the director was
adjudged liable on the basis that he or she derived an improper
personal benefit.
(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited by
its articles of incorporation, a corporation shall indemnify a person
who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her
in connection with the proceeding.
7-109-100. ADVANCE OF EXPENSES TO DIRECTORS.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written affirmation
of the director's good faith belief that he or she has met the standard
of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance
if it is ultimately determined that he or she did not meet the standard
of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this
article.
(2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to financial
ability to make repayment.
(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may order
indemnification in the following manner:
(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
whether or not the director met the standard of conduct set forth in
section 7-109-102 (1) or was adjudged liable in the circumstances
described in section 7-109-102(4), the court may order such
indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall
have been adjudged in the circumstances described in section 7-109-102
(4) is limited to reasonable expenses incurred In connection with the
proceeding and reasonable expenses incurred to obtain court-ordered
indemnification.
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.
(1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct set
forth in section 7-109-102. A corporation shall not advance expenses to
a director under section 7-109-104 unless authorized in the specific
case after the written affirmation and undertaking required by section
7-109-104 (1) (a) and (1) (b) are received and the determination
required by section 7-109-104 (1) (c) has been made.
(2) The determinations required by subsection (1) of this section shall
be made:
(a) By the board of directors by a majority vote of those present at
a meeting at which a quorum is present, and only those directors not
parties to the proceeding shall be counted in satisfying the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to the
proceeding may participate in the designation of directors for the
committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established
under paragraph (b) of subsection (2) of this section, or, even if a
quorum is obtained or a committee is designated, if a majority of the
directors constituting such quorum or such committee so directs, the
determination required to be made by subsection (1) of this section
shall be made:
(a) By independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in paragraph (a) or
(b) of subsection (2) of this section or, if a quorum of the full board
cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full board
of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall be
made in the same manner as the determination that indemnification or
advance of expenses is permissible; except that, if the determination
that indemnification or advance of expenses is permissible is made by
independent legal counsel, authorization of indemnification and advance
of expenses shall be made by the body that selected such counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES,
AND AGENTS.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as
to a director; and
(c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if provided
for by its bylaws, general or specific action of its board of directors
or shareholders, or contract.
7-109-108. INSURANCE. A corporation may purchase and maintain insurance
on behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the corporation, or who, while a director,
officer, employee, fiduciary, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan,
against liability asserted against or incurred by the person in that
capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the corporation would
have power to indemnify the person against the same liability under
section 7-109-102, 7-109-103, or 7-109-107. Any such insurance may be
procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws of
this state or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity
or any other interest through stock ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or advance
of expenses to, directors that is contained in its articles of
incorporation or bylaws, in a resolution of its shareholders or board
of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the articles of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power
to pay or reimburse expenses incurred by a director in connection with
an appearance as a witness in a proceeding at a time when he or she has
not been made a named defendant or respondent in the proceeding.
7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR. If a
corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the
corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such
action.
* * *
Article XI of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:
(1) A Director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director, except to the extent that such
an exemption from liability or limitation thereof is not
permitted under the General Corporation Laws of the State of
Colorado as the same exists or may hereafter be amended.
Article VIII of the Amended and Restated Articles of Incorporation of
the Company provides:
The Corporation may and shall indemnify each Director, Officer
and any employee or agent of the Corporation, his heir, executors
and administrators, against any and all expenses and liability
reasonably incurred by him in connection with any action, suit or
proceeding to which he may be a party by reason of his being or
having been a Director, Officer, employee or agent of the
Corporation to the full extent required or permitted by the
Colorado Corporation Code, as amended.
ITEM 8. EXHIBITS
EXHIBIT
4.1 Specimen Form of Common Stock Certificate*
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.*
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (see
Exhibit 5.1 to this Registration Statement)
23.2 Consent of Schumacher & Associates, Inc.*
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
- --------------------
* Filed herewith.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant as discussed above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Boulder, State of Colorado on the 31st day of
October, 1996.
RENAISSANCE ENTERTAINMENT CORPORATION
By: /s/ Charles S. Leavell
-------------------------------------------
Charles S. Leavell, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Charles S. Leavell and Sue Brophy, and
each of them, his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him/her and in his/her 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 thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full powers and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
their or his/her 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 Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the dates stated:
Signature Position Date
/s/ Charles S. Leavell Director, Chairman October 31, 1996
- ---------------------- of the Board and Chief Executive
Charles S. Leavell Officer
/s/ Sue Brophy Chief Financial Officer, October 31, 1996
- ---------------------- Controller and
Sue Brophy Principal Accounting Officer
/s/ Phyllis Patterson Director October 29, 1996
- ----------------------
Phyllis Patterson
/s/ Howard Hamburg Director October 23, 1996
- ----------------------
Howard Hamburg
/s/ Sanford L. Schwartz Director October 23, 1996
- ----------------------
Sanford L. Schwartz
/s/ Robert M. Geller Director October 31, 1996
- ----------------------
Robert M. Geller
/s/ Barbara Hope Director October 31, 1996
- ----------------------
Barbara Hope
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
4.1 Specimen Form of Common Stock Certificate* --
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.* --
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
(see Exhibit 5.1 to this Registration Statement) --
23.2 Consent of Schumacher & Associates, Inc.* --
24.1 Power of Attorney (included on the signature page of this
Registration Statement) --
- ------------------------
* Filed herewith.
EXHIBIT 4.1
(FRONT)
SPECIMAN
RENAISSANCE ENTERTAINMENT CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
AUTHORIZED: 50,000,000 SHARES, $.03 PAR VALUE
NUMBER SHARES
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 75966Q 20 5
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.03 PAR VALUE, OF
RENAISSANCE ENTERTAINMENT CORPORATION
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE DULY ENDORSED OR ASSIGNED. THIS CERTIFICATE AND
THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE LAWS OF THE STATE OF COLORADO,
AND TO THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE CORPORATION, AS NOW
OR HEREAFTER AMENDED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE
TRANSFER AGENT.
WITNESS, THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.
DATED:
/s/ /s/
PRESIDENT SECRETARY
RENAISSANCE ENTERTAINMENT CORPORATION * COLORADO
CORPORATE SEAL
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17TH STREET, SUITE 2350, DENVER, COLORADO 80202
BY:_______________________________________________
TRANSFER AGENT AND REGISTRAR AUTHORIZED OFFICER
(BACK)
RENAISSANCE ENTERTAINMENT CORPORATION
CORPORATE STOCK TRANSFER, INC.
TRANSFER FEE: $10.00 PER CERTIFICATE ISSUED
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- __________________ Custodian for ___________
(Cust.) (Minor)
under Uniform Gifts to Minors
Act of ______________________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|------------------------------------|
| |
|------------------------------------|
Please print or type name and address of assignee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------Shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
---------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within named
Corporation, with full power of substitution in the premises.
Dated:______________________19___
SIGNATURE GUARANTEED: X__________________________________
X__________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (Bank, Stockbrokers, Savings
and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.
[letterhead]
LINDLEY S. BRANSON
612 343-2827
November 27, 1996
EXHIBIT 5.1
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Renaissance Entertainment Corporation
Registration Statement on Form S-8
Renaissance Entertainment Corporation 1996 Consultant
Compensation Agreements
Dear Sir/Madam:
We are counsel for Renaissance Entertainment Corporation (the
"Company") which has filed a Registration Statement on Form S-8 for the
registration of a maximum of 300,000 shares of common stock, $.03 par value per
share, issuable under the Renaissance Entertainment Corporation 1996 Consultant
Compensation Agreements (the "Plan").
In rendering the opinion hereinafter expressed, we have examined such
records and documents of the Company and such other documents and records and
made such factual investigation as we deemed necessary. From such examination we
are of the opinion that:
When the shares of common stock, up to a maximum of 300,000 shares, are
issued and paid for pursuant to the Plan, such shares will be duly and
validly authorized and issued and fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to such
registration statement and to the reference to our name therein.
Very truly yours,
GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.
By /s/ Lindley S. Branson
------------------------
Lindley S. Branson
[letterhead]
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
November 21, 1996
Renaissance Entertainment Corporation
4440 Arapahoe Road, Suite 200
Boulder, Colorado 80303
Dear Sirs:
We hereby consent to the incorporation by reference of our audit report
dated June 22, 1996 in the Registration Statement on Form S-8 for the
Renaissance Entertainment Corporation 1996 Consultant Compensation Agreements.
Very truly yours,
/s/ Schumacher & Associates, Inc.
- ---------------------------------
Schumacher & Associates, Inc.
Certified Public Accountants
12835 E. Arapahoe Road
Tower II, Suite 110
Englewood, CO 80112
