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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
METRO GLOBAL MEDIA, INC.
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(Name of small business issuer in its charter)
DELAWARE 65-0025871
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1060 Park Avenue, Cranston, Rhode Island 02910
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(Address of principal place of business) (zip code)
Metro Global Media, Inc. 1998 Consultant Stock Compensation Plan
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(Full title of the plan)
A. Daniel Geribo
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1060 Park Avenue, Cranston, Rhode Island 02910 Tel: 888-463-8764
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 500,000(2) $2.75 $1,375,000 $412.50
Common Stock 500,000(3) $n/a $n/a $n/a (4)
Common Stock 500,000(3) $n/a $n/a $n/a (4)
</TABLE>
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the average of the high
and low prices of the Company's Common Stock on September 18, 1998, as
reported by NASDAQ.
(2) Represents the maximum number of shares to which options may be granted
under the Metro Global Media, Inc. 1998 Employee Stock Purchase Plan (the
"Plan").
(3) Represents the same shares described on the line above, which may be
resold by the holders of options issued under the Plan.
(4) Pursuant to Rule 457(h)(3), no additional fee is payable since these
shares, which may be offered for resale, are the same shares being
registered hereby upon their initial issuance pursuant to the Plan.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant (File
No. 0-21634) pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended May 31, 1998;
(2) All other reports filed by the Registrant with the Commission
pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant's Annual Report referred to above; and
(3) The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered 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 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 Articles of Incorporation and Bylaws of the Registrant contain
provisions which provide for the indemnification of directors, officers, and
other employees or agents of the Registrant properly appointed to serve in an
official capacity who while acting in good faith, in the best interests of the
Registrant, and within the scope of their offices, are or are threatened to be
named as a defendant or respondent in a civil or criminal action. The extent of
the indemnification is limited to judgments, penalties, fines, settlements and
reasonable expenses actually incurred.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* 5.1 Opinion of Eric P. Littman, P.A.
* 10.1 Metro Global Media, Inc. 1998 Consultant Stock Compensation Plan
* 23.1 Consent of Trien, Rosenberg, Rosenberg, Weinberg, Ciullo &
Fazzari, LLP
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(a)(1) to file, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to include any
prospectus required by Section 10(a)(3) of the Securities Act;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, to 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) to remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 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 that the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final jurisdiction of such issue.
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S I G N A T U R E S
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, in the City of Cranston, State of Rhode
Island, on November 23, 1998.
METRO GLOBAL MEDIA, INC.
By: /s/ A Daniel Geribo
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A. Daniel Geribo, 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 dates indicated.
Signature Title Date
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/s/ A. Daniel Geribo President November 23, 1998
- -------------------- (principal executive
A. Daniel Geribo officer) and Director
/s/ Alan S. Casale Director November 23, 1998
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Alan S. Casale
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EXHIBIT 5.1
November 30, 1998
Board of Directors
Metro Global Media, Inc.
1060 Park Avenue
Cranston, RI 02910
Gentlemen:
This firm has acted as counsel for Metro Global Media, Inc., a Delaware
corporation (the "Company") in connection with the offering of 500,000 shares of
Common Stock, $.0001 par value of the Company (the "Shares") pursuant to the
Metro Global Media, Inc. 1998 Consultant Stock Compensation Plan (the "Plan"),
which the Company intends to register with the Securities and Exchange
Commission on Form S-8 (the "Registration Statement").
In connection with the preparation of this opinion, we have examined
originals, or certified, conformed or reproduction copies, of all such records,
agreements, instruments, and documents pertaining to the Shares as we have
deemed relevant or necessary as the basis of the opinions hereinafter expressed.
In all such examinations, we have assumed (i) the genuineness of all signatures,
(ii) the legal capacity of natural persons, (iii) the authenticity of all
documents submitted to us as originals and (iv) the conformity to original
documents of all documents submitted to us as copies. As to various questions of
fact relevant to our opinion, we have relied upon statements or certificates of
public officials, officers or representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered and the consideration therefor is received by
the Company in accordance with the terms of the Plan, will be validly issued,
fully paid and non-assessable.
If you have any questions, please do not hesitate to call.
Very truly yours,
/s/ Eric P. Littman, P.A.
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Eric P. Littman
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EXHIBIT 10.1
1998 CONSULTANT STOCK COMPENSATION PLAN
I. Purpose of the Plan.
The purpose of this Plan is to further the growth of Metro Global
Media, Inc. and its Subsidiaries (together being the "Company") by allowing the
Company to compensate consultants and certain other persons who have provided
bona fide services to the Company, through the award of Metro Global Media, Inc.
Common Stock.
II. Definitions.
Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or
warrants to purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of Metro
Global Media, Inc.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the Common Stock, par value $.0001 per
share, of Metro Global Media, Inc.
5. "Date of Grant" means the day the Board of Directors authorized
the grant of an Award or such later date as may be specified by the Board of
Directors as the date a particular Award will become effective.
6. "Consultant" means any person or entity (i) who has rendered or
will render bona fide services to the Company, (ii) who is not an employee of
the Company, and (iii) who, in the opinion of the Board of Directors, are in a
position to make, or who have previously made, a significant contribution to the
success of the Company.
7. "Subsidiary" means any corporation that is a subsidiary with
regard to as that term is defined in Section 424(f) of the Code.
III. Effective Date of the Plan.
The effective date of this Plan is November 30 1998.
IV. Administration of the Plan.
The Board of Directors will be responsible for the administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan and applicable law, the Board of Directors shall have
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full authority and sole and absolute discretion to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on the
matters referred to in this Section shall be conclusive. The Board of Directors
shall have sole and absolute discretion to amend this Plan. No member of the
Board of Directors shall be liable for any act or omission in connection with
the administration of this Plan unless it resulted from the member's willful
misconduct.
V. Stock Subject to the Plan.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 250,000 shares which number represents 250,000 shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems available.
VI. Persons Eligible to Receive Awards.
Awards may be granted only to Consultants.
VII. Grants of Awards.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Consultants Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Consultant will relate, and the terms and conditions upon which an Award
may be issued (including, without limitation, the date of exercisability,
exercise price and term of any Award which constitutes an option or warrant to
purchase Common Stock). No grant will be made if, in the judgment of the Board
of Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations promulgated thereunder.
VIII. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of an Award, the
Company shall deliver to the person who is the recipient of the Award, a
certificate or certificates registered in that person's name, representing the
number of shares of Common Stock that were granted. If applicable, each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction which was not registered under the
Act, and may only be sold or transferred in a transaction that is registered
under the Act or is exempt from the registration requirements of the Act.
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IX. Right to Continued Engagement.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
X. Laws and Regulations.
1. The obligation of the Company to sell and deliver shares of
Common Stock on the grant of an Award under this Plan shall be subject to the
condition that counsel for the Company be satisfied that the sale and delivery
thereof will not violate the Act or any other applicable laws, rules or
regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in
order to provide officers and directors with certain exemptions from Section
16(b) of the Securities Exchange Act of 1934, as amended.
XI. Withholding of Taxes.
If subject to withholding tax, the Company shall be authorized to
require that the Consultant or other appropriate person remit to the Company an
amount sufficient to satisfy any federal, state or local withholding
requirements. If and to the extent that withholding is required, the Board of
Directors may permit the Consultant to elect to withhold from the shares to be
issued hereunder a sufficient number of shares to satisfy the Company's
withholding obligations.
XII. Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIII. Delivery of Plan.
A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any, of
participation.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Metro Global Media, Inc.
We consent to the use in this Registration Statement of Metro Global Media, Inc.
on Form S-8 of our report dated July 24, 1998 appearing in Form 10-KSB for the
fiscal year ended May 31, 1998 and 1997 which is incorporated by reference as
part of this Registration Statement.
/s/ TRIEN, ROSENBERG, ROSENBERG, WEINBERG,
CIULLO & FAZZARI, LLP
Morristown, New Jersey
