As filed with the Securities and Exchange Commission on December 13, 1999
FILE NO. COMMISSION FILE NUMBER:33-24108D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
-------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 87-045382
-------- ---------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5353 NOBLE AVENUE, VAN NUYS, CALIFORNIA 91411
--------------------------------------- -----
(Address of principal executive offices) (Zip code)
2000 BENEFIT PLAN OF PROFESSIONAL WRESTLING ALLIANCE CORPORATION
----------------------------------------------------------------
(Full title of the plan)
THE CORPORATION TRUST CO.,1209 ORANGE ST.WILMINGTON,DELEWARE 19801
------------------------------------------------------------------
(Name, address, including zip code, of agent for service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (302 658-7581
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of
Registered be Offering Price Per Aggregate Offering Registration
REGISTERED SHARE(1) Price Fee
- ------------------------- ------------- ------------------ ------------------ -------------
Common Stock, $0.001 par 10,000,000 $1.187 $11,870,000 $3,299.86
value
========================= ================ ==================== =================== =============
</TABLE>
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of December 7,1999, a date within five business days prior to
the date of filing of this registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
Page 1 of 7 consecutively numbered pages.
Exhibit Index appears on consecutive page 7.
1
<PAGE>
2000 BENEFIT PLAN OF PROFESSIONAL WRESTLING ALLIANCE CORPORATION
CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)
Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.
REGISTRATION STATEMENT ITEM NUMBERS AND HEADINGS PROSPECTUS HEADING
- ------------------------------------------------ ------------------
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Professional Wrestling Alliance
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 1998.
3. The description and specimen certificate of the Common Stock
contained in the Company's Form S-18 Registration Statement filed on December
6,1988 under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is
2
<PAGE>
contained in the Company's initial Form S-18 Registration Statement filed with
the Commission on December 6, 1988, and is incorporated herein by reference.
(See "Item 3. Incorporation of Documents by Reference.")
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to members of
the board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
The Company's Articles of Incorporation, specifically Article Five,
however, eliminates the personal liability of the officers and directors to
shareholders or the corporation for money damages to shareholders or the
Corporation except (i) for any breach of a director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware as it may from time to
time be amended or any successor provision thereto (the unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal benefit. Deleware
Corporation Law Section 145 provides that a corporation may limit or eliminate
officers' and directors' personal liability for good faith acts believed to be
in the best interests of the Corporation and with respect to criminal acts where
the director had no reasonable cause to believe his actions were unlawful.
Article VIII of the Company's Bylaws provides that the Company shall
indemnify its officers and directors for any liability, including reasonable
costs of defense, arising out of any act or omission of any officer or director
on behalf of the Corporation to the fullest extent allowed by the laws of the
State of Delaware.
In actions, proceedings and suits involving an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, Deleware Corporation Laws Section 145
(the "Delaware Statute") permits a corporation to indemnify directors or
officers against actual and reasonable expenses, including attorney fees,
judgments, fines and amounts paid in settlement. The Delaware Statute applies to
actions, proceedings or suits whether civil, criminal, administrative or
arbitrative in nature. However, unless a court directs otherwise,
indemnification is permissible only if the officer or director meets the
applicable standard of conduct and indemnification is proper under the
circumstances. In civil cases, the standard of conduct requires the officer or
director to act in good faith and in a manner he or she reasonably believes to
be in or not opposed to the best interests of the Company. In criminal cases, an
officer or director meets the standard of conduct if they had no reasonable
cause to believe his or her conduct was unlawful. The board of directors acting
through a quorum of disinterested
3
<PAGE>
directors, independent legal counsel designated by the board of directors, or
the shareholders shall determine whether indemnification is proper under the
circumstances. Termination of proceedings by judgment, order, settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable standard
of conduct.
In actions by or in the right of the Company, the Company may indemnify
an officer or director against expenses provided he or she satisfies the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director adjudged liable to the corporation on any claim, issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability, and in light of all the circumstances, the officer or director is
fairly and reasonably entitled to indemnity for expenses.
In all proceedings, whether by or in the right of the Company or
otherwise, the Delaware Statute requires indemnification to the extent the
officer or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Delaware
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Delaware Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to Deleware
Corporation Laws Section 145, Article VIII of the Company's Bylaws, and Article
Five of the Company's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No restricted securities are being reoffered or resold pursuant to this
registration statement.
ITEM 8. EXHIBITS.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.
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.
4
<PAGE>
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event 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.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
5
<PAGE>
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 City of Salt Lake City, State of Utah, on December 8, 1999
Professional Wrestling Alliance Corporation
BY /s/
------------------------
Leland Stringer as President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Leland Stringer with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
/s/
- --------------- President, CEO and Director December 8, 1999
Leland Stringer
/s/
- --------------- Vice-President and Director December 8, 1999
Barry Vichnick
/s/
- --------------- Secretary and Director December 8, 1999
Pamela Nissen
/s/
- --------------- Director December 8, 1999
Allen Nelson
6
<PAGE>
As filed with the Securities and Exchange Commission on December 13, 1999
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Professional Wrestling Alliance Corporation
(A Delaware corporation)
7
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibits Sec Ref. No. Description of Exhibit Numbered Pages
A 4 2000 Benefit Plan of the Company 9
B 5, 23(b) Opinion and consent of Counsel 14
with respect to the legality of
the issuance of securities being
issued
C 23 (b) Consent of Accountant 16
D 99 Section 10 (A) Prospectus 17
8
THE 2000 BENEFIT PLAN
OF
PROFESSIONAL WRESTLING ALLIANCE
CORPORATION
9
<PAGE>
THE 2000 BENEFIT PLAN OF PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Professional Wrestling Alliance Corporation, a Delaware corporation
(the "Company"), hereby adopts the 2000 Benefit Plan of Professional Wrestling
Alliance Corporation (the "plan") this 8th day of December, 1999. Under the
Plan, the Company may issue stock, or grant options to acquire the Company's
common stock, par value $0.001 (the "Stock"), from time to time to employees of
the Company or its subsidiaries, all on the terms and conditions set forth
herein ("Benefits"). In addition, at the discretion of the Board of Directors,
Benefits may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries but are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction. No stock may be issued,or option granted under
the benefit plan to consultants, advisors, or other persons who directly or
indirectly promote or maintain a market for the Company's securities.
1. PURPOSE OF THE PLAN. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.
2. ADMINISTRATION OF THIS PLAN. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.
3. SHARES OF STOCK SUBJECT TO THIS PLAN. A total of ten million (10,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.
4. RESERVATION OF STOCK ON GRANTING OF OPTION. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until
10
<PAGE>
it is exercised or expires. The Company may reserve either authorized but
unissued shares or issued shares reacquired by the Company.
5. ELIGIBILITY. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. TERM OF OPTIONS ISSUED AS BENEFITS AND CERTAIN LIMITATIONS ON RIGHT TO
EXERCISE.
a. Each Option issued as a benefit hereunder ("Option") shall have its
term established by the Plan Administrators at the time the Option is
granted.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of
the Option.
c. Unless otherwise specifically provided by the written provisions of
the Option or required by applicable disclosure or other legal
requirements promulgated by the Securities and Exchange Commission
("SEC"), no participant of this Plan or his or her legal
representative, legatee, or distributee will be, or shall be deemed to
be, a holder of any shares subject to an Option unless and until such
participant exercises his or her right to acquire all or a portion of
the Stock subject to the Option and delivers the required consideration
to the Company in accordance with the terms of this Plan and then only
as to the number of shares of Stock acquired. Except as specifically
provided in this Plan or as otherwise specifically provided by the
written provisions of the Option, no adjustment to the exercise price
or the number of shares of Stock subject to the Option shall be made
for dividends or other rights for which the record date is prior to the
date on which the Stock subject to the Option is acquired by the
holder.
d. Options shall vest and become exercisable at such time or times and
on such terms as the Plan Administrators may determine at the time of
the grant of the Option.
e. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of its
term.
g. Options shall be non-transferable, except by the laws of descent and
distribution.
7. EXERCISE PRICE. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.
11
<PAGE>
8. PAYMENT OF EXERCISE PRICE. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.
9. WITHHOLDING. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.
10. DILUTION OR OTHER ADJUSTMENT. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.
11. BENEFITS TO FOREIGN NATIONALS. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. LISTING AND REGISTRATION OF SHARES. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. EXPIRATION AND TERMINATION OF THIS PLAN. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 10 millionth share is issued hereunder.
14. AMENDMENT OF THIS PLAN. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.
ATTEST:
/s/
- -------------------------------
Leland Stringer, President and CEO
12
KIM TAYLOR
Attorney at Law
December 10, 1999
Board of Directors
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
C/O Leland Stringer, President
5353 Noble Avenue
Van Nuys, Ca. 91411
To the Board of Directors of Professional Wrestling Alliance Corporation:
Professional Wrestling Alliance Corporation, a Delaware corporation (the
"Company"), has informed me of its intention to file with the Securities and
Exchange Commission ("SEC"), on or about December 10th, 1999, a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), concerning the issuance of 10,000,000 shares (the
"Shares") of the Company's common stock, par value $0.001 ("Common Stock"),
pursuant to an employee benefit plan (the "Plan"). In connection with the filing
of the Registration Statement, you have requested my opinion regarding the
validity of the issuance of such Shares.
This opinion letter (this "Opinion") us governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.
You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding. Based on these representations and to the best of my knowledge, I
am of the opinion that the Form S-8 is an available for of registration and that
the Shares issuable pursuant to the Plan have been duly and validly authorized
and, upon payment therefor in accordance with the Plan, will be validly issued,
fully paid and nonassessable by the Company. This Opinion is conditioned upon
the above requirements being met.
13
<PAGE>
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:
A. I expressly except from the opinion set forth herein any opinion
or position as to whether or to what extent a Delaware court or
any other court would apply Delaware law, or the law of any other
state or jurisdiction, to any particular aspect of the facts,
circumstances and transactions that are the subject of the
opinion herein contained.
B. In expressing the opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records
and instruments provided to me by the Company and its
representatives. I have assumed the accuracy of all statements of
fact contained therein. I have assumed that all information and
representations made or provided to me by the Company or its
authorized representatives is correct and that there are shares
available to be issued pursuant to the Plan. I have further
assumed the genuineness of signatures (both manual and
conformed), the authenticity of documents submitted as originals,
the conformity to originals of all copies or faxed copies and the
correctness of all such documents.
C. In rendering the opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will be
validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's board of directors has exercised good faith in
establishing the value paid for the Shares; (2) all issuances and
cancellation of the capital stock of the Company will be fully
and accurately reflected in the Company's Stock Records as
provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors,
to be received in exchange for each issuance of common stock of
the Company will have been paid in full and actually received by
the Company when the Shares are actually issued.
D. I expressly except from the opinion set forth herein any opinion
concerning the need for compliance by any party, and in
particular by the Company, with the provisions of the securities
laws, regulations, and/or rules of the United States of America,
the State of Delaware or any other jurisdiction with regard to
any other issue not expressly addressed herein, which exclusion
shall apply, but not be limited to, the subsequent tradeability
of the Shares on either state or Federal level.
E. In rendering the opinion that Form S-8 is available, I have
assumed that the Company is satisfying the various substantive
requirements of Form S-8 and I expressly disclaim any opinion
regarding the Company's compliance with such requirements,
whether they be of federal or state origin.
F. The opinion contained in this letter is rendered as of the date
hereof, and I undertake no and disclaim any, obligation to advise
you of any changes in or any new developments which might affect
any matters or opinions set forth herein.
14
<PAGE>
This Opinion is valid only as of the signature date and may be relied
upon by you only in connection with filing of the Registration
Statement. I hereby consent to its use as an exhibit to the
Registration Statement. However, this opinion may not be used or relied
upon by you or any other person for any purpose whatsoever, except to
the extent authorized in the Accord, without, in each instance, my
prior written consent. In the event that any of the facts are different
from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.
Sincerely,
/s/
-------------------------
Kim Taylor
Member of Utah State Bar
Dated this 10th day of December, 1999.
15
SELLERS & ASSOCIATES P.C.
- ---------------------------
3785 Harrison Blvd., Suite 101-Ogden Utah 84403
Telephone: 801-621-8128
Fax: 801-627-1639
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 6, 1999
Professional Wrestling Alliance Corporation
C/O Leland Stringer, President
5353 Noble Avenue
Van Nuys, Ca. 91411
We do hereby consent to the use of our audit report as of and for the year ended
December 31, 1998 dated October 19,1999 in the Form S-8 Registration Statement
of Jutland Enterprises, Inc..
___/s/______________________
SELLERS & ASSOCIATES P.C.
16
<PAGE>
SECTION 10(A) PROSPECTUS OF
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
DECEMBER 7,1999: This document constitutes part of a prospectus
covering securities of Professional Wrestling Alliance Corporation, a Delaware
corporation (the "Company"), that have been registered under the Securities Act
of 1933, as amended (the "Securities Act"). this document, a Section 10(a)
Prospectus, contains and constitutes four sections. The first section includes
"General Plan Information." "Registrant Information and Employee Plan Annual
Information" is the next portion and is located in this prospectus. the
Company's latest Form 10-KSB, for the fiscal year ended December 31, 1998, which
is incorporated herein by this reference, is the third section with which
offerees are being constructively provided. The Company's Form 8-K dated
December 2, 1999 , which is incorporated herein by this reference, is the fourth
section with which offerees are being constructively provided. Finally, offerees
who receive stock options under the Company's benefit plan are being provided
with a Stock Option Agreement and a notice of exercise, which is to be completed
and submitted within the time allowed, with tender of the appropriate
consideration for those who wish to exercise their options.
ITEM 1. GENERAL PLAN INFORMATION
The Company's board of directors (the "Board") has adopted a benefit
plan for its employees and others entitled "The 2000 Benefit Plan of
Professional Wrestling Alliance Corporation" (the "Plan"). Pursuant to the Plan,
the Board can authorize the issuance of shares of stock or options to purchase
stock up to an aggregate of ten million shares of common stock of the Company,
par value $0.001 per share (the "Common Stock"), over a maximum of a one year
period, although the Board may shorten this period.
The Board adopted the Plan on December 8, 1999. The Plan is intended
to aid the Company in maintaining and continuing its development of a quality
management team, in attracting qualified employees, consultants, and advisors
who can contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.
As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. Alternatively, the Board may
appoint a committee to administer the Plan (hereinafter the Board or its duly
authorized committee shall be referred to as "Plan Administrators"). As no
committee has been authorized by the Board, the current Board members are the
Plan Administrators. This group includes Leland Stringer, Barry Vichnick, Pamela
Nissen and Allen Nelson. The address of the Board is c/o Leland Stringer, 5353
Noble Avenue, Van Nuys, California 91411, telephone number (818) 986-7431
In the event a vacancy in the Board arises, the vote of a majority of
remaining directors may select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders
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representing not less than two-thirds (2/3) of the shares entitled to vote on
such removal. Plan Administrators who are not Board members can be removed or
appointed at any time for any reason by the majority vote of Board members.
The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive options, decide the number of shares subject
to such options and establish other terms of the options not already established
in the Company's Plan. Information concerning changes in the Plan Administrators
will be provided in the future either in the Company's proxy statements, annual
or other reports, or in amendments to this document.
SECURITIES TO BE OFFERED
Shares of the Company's $0.001 par value Common Stock and/or Options
providing for the purchase of shares of Common Stock in a combined maximum of
ten million shares of Common Stock may be granted under the Plan. All options
under the Plan are "non-qualified" stock options. The number of shares of Common
Stock issuable under the Plan is subject to adjustment in the event of changes
in the outstanding shares of Common Stock resulting from stock dividends, stock
splits, or recapitalizations.
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
The Board shall determine which of the Company's employees are eligible
to receive options under the Plan. The term "Employee" includes any employee,
director, officer, or consultant or advisor of the Company or any of its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. No stock may be issued, or
option granted under the Plan to employees, consultants, advisors or other
persons who directly or indirectly promote or maintain a market for the
company's securities.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED
The Plan Administrators shall determine which employees shall receive
stock and/or options. The Plan is not subject to ERISA and the securities are
being issued by the Company and not purchased on the open market or otherwise.
Options granted under the Plan shall be exercisable as determined by
the Plan Administrators. If an option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to that option will again be available for grant under the Plan.
The exercise price payable to the Company for Option Shares shall be as
set forth from time to time by the Plan Administrator. The exercise of any
Option shall be contingent on receipt by the Company of the exercise price paid
in either cash, certified or personal check payable to the Company.
The shares of Common Stock subject to the Plan and the exercise price
of outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.
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AMENDMENTS AND TERMINATION
The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any Options then outstanding under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first appearing in the Plan or the date on which an option
for the ten millionth share is either granted under the Plan or on which the ten
millionth share is deregistered on a post-effective amendment on Form S-8 filed
with the Securities and Exchange Commission (the "SEC"). No shares of stock may
be issued or options granted under the terms of the Plan after it has been
terminated. The Board may alter or amend the Plan only once during any six month
period, except as to comply with changes to the Code. No termination,
suspension, alteration or amendment may adversely affect the rights of a holder
of a previously issued option without the consent of that holder.
RESALE OF COMMON STOCK
Shares of Common Stock issued under the Plan or purchased on exercise
of options granted under the Plan will have been initially registered pursuant
to a Form S-8 Registration Statement filed by the Company. Subsequent resales of
shares obtained pursuant to the Plan may be eligible for immediate resale
depending on whether an exemption from registration is available or whether the
shares are in fact registered. The Company makes no statement as to subsequent
salability of specific shares obtained pursuant to the Plan and urges any
persons seeking to sell shares so obtained to seek counsel from independent
attorneys.
As may be applicable for subsequent resale of shares obtained from the
Plan, the Board believes that the Company has filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of December 6,1999
TAX EFFECTS OF PLAN PARTICIPATION & NONSTATUTORY OPTIONS
The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code as presently in effect.
Under the current provisions of the Code, if shares of Common Stock are
issued to the original holder of a non-qualified option granted and exercised
under the Plan (assuming there is not an active trading market for options of
the Company), (i) the option holder ("Holder") will not recognize income at the
time of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the holder recognized, as set forth in Clause
(II) above.
If the Holder pays the exercise price entirely in cash, the tax basis
of the shares of Common Stock will be equal to the amount of the exercise price
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paid plus the ordinary income recognized by the Holder from exercising the
options. This basis should equal the fair market value of the shares of Common
Stock acquired on the date of exercise. The holding period will begin on the day
after the tax basis of the shares is determined.
In the event Stock is issued to an employee pursuant to the Plan,
as opposed to the issuance of an Option, the value of the shares so issued would
be treated as ordinary income of the recipient.
The ordinary income received by the Holder upon the issuance of shares
or on exercise of an option is considered to be compensation from the Company.
As with other forms of compensation, withholding tax and other trust fund
payments will be due with respect to the issuance of shares or exercise of the
options. The Company will initially pay the recipient's or optionee's liability
and will be reimbursed by the recipient or optionee no later than six months
after such liability arises.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide to any Employee upon request a copy, without
charge, of the Company's periodic reports filed with the SEC, including its
latest annual report on Form 10-KSB and its quarterly reports on Form 10-QSB.
The Company will also provide any Employee upon written or oral request a copy,
without charge, of the documents incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement. These documents are also incorporated by
reference into the Section 10(a) prospectus, of which this document is a part.
Requests for such information should be directed to the Company at 5353 Noble
Avenue, Van Nuys, California 91411.
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