<PAGE>
As filed with the Securities and Exchange Commission on November 23, 1999.
Registration No. 333-
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UNITED STATES SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ADVANTAGE MARKETING SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
OKLAHOMA 73-1323256
(State or other jurisdiction (I.R.S Employer Identification Number)
of incorporation or organization)
2601 NORTHWEST EXPRESSWAY, SUITE 1210W
OKLAHOMA CITY, OKLAHOMA 73112-7293
(Address of principal executive offices) (Zip Code)
ADVANTAGE MARKETING SYSTEMS, INC. 1995 STOCK OPTION PLAN
(Full Title of the Plan)
MR. ROGER P. BARESEL
PRESIDENT
ADVANTAGE MARKETING SYSTEMS, INC.
2601 NORTHWEST EXPRESSWAY, SUITE 1210W
OKLAHOMA CITY, OKLAHOMA 73112-7293
(Name and Address of Agent For Service)
(405) 842-0131
(Telephone Number, Including Area Code, of Agent For Service)
------------------------
COPIES TO:
MR. MICHAEL E. DUNN, ESQ.
DUNN SWAN & CUNNINGHAM
2800 OKLAHOMA TOWER, 210 PARK AVENUE
OKLAHOMA CITY, OKLAHOMA 73102-5604
(405) 235-8318
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED PER SHARE (2) PRICE (2) FEE(3)
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 1,111,444 $4.13 $4,590,264 $1,276.10
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of shares of Common Stock as a result of adjustment in the
number of securities issuable upon exercise of stock options by
reason of anti-dilution provisions of the Advantage Marketing
Systems, Inc. 1995 Stock Option Plan.
(2) The Offering Price has been estimated and the registration fee has been
computed pursuant to Rule 457(c) on the basis of the closing sale price
of the Common Stock as quoted on the American Stock Exchange on
November 19, 1999, which was $4.13.
(3) Calculated pursuant to rule 457(h)(1) on the basis of the closing sale
price of shares of the Common Stock as quoted on the American Stock
Exchange on November 19, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
PLAN INFORMATION
Advantage Marketing Systems, Inc. (the "Company") established the
Advantage Marketing Systems, Inc. 1995 Stock Option Plan (the "Plan") in June
1995. The Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974.
The purpose of the Plan is to strengthen the ability of the Company to
attract and retain well-qualified personnel, to furnish additional incentive to
those persons responsible for the success of the Company, and thereby to enhance
shareholder value.
The Plan provides for the grant of stock options ("Options"), including
incentive stock options ("ISO Options") and nonincentive stock options ("NSO
Options"), with or without stock appreciation rights ("SARs") to employees,
independent contractors and consultants of the Company, including employees who
also serve as Directors of the Company. Under the provisions of the Plan, it is
intended that ISO Options (with or without SARs) qualify as options granted
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and are entitled to the favorable tax consequences thereunder upon the
grant and exercise of such Options. The total number of shares of Common Stock,
$.0001 par value per share, authorized and reserved for issuance under the Plan
is 1,125,000 of which 13,556 have been issued pursuant to exercise of stock
options.
GRANT AND EXERCISE OF OPTIONS
The Stock Option Committee of the Board of Directors (the "Stock Option
Committee") administers and interprets the Plan and has authority to grant
Options to all eligible employees, independent contractors and consultants, and
determine the types of Options (with or without SARs) granted, the terms,
restrictions and conditions of the Options at the time of grant, and whether
SARs, if granted, are exercisable at the time of exercise of the Option to which
the SAR is attached.
Options granted under the Plan are exercisable in such amounts, at such
intervals and upon such terms as the Option grant provides. The Option price of
the Common Stock is determined by the Stock Option Committee, provided such
price may not be less than 85 percent (100 percent for ISO Options) of the fair
market value of the shares on the date of grant of the Option. However, if a
participant owns more than 10 percent of the total combined voting power of all
classes of capital stock of the Company, the exercise price of ISO Options may
not be less than 110 percent of the fair market value of the Common Stock on the
date of the grant, and such ISO Options cannot be exercised for five years after
the grant. The aggregate fair market value of the Common Stock with respect to
which ISO Options are initially exercisable by any participant in any calendar
year may not exceed $100,000. The fair market value of a share of the Common
Stock is determined by averaging the closing high bid and low asked quotations
for such share on the date of grant of the option. Upon the exercise of an
Option, the Option price must be paid in full, in cash or in Common Stock or a
combination of cash and Common Stock in the event that the purchase is pursuant
to exercise of rights under an SAR which is attached to an Option and which is
exercisable on the date of exercise of the Option. Subject to the Stock Option
Committee's approval, upon exercise of an Option with an SAR attached, a
participant may receive cash, shares of Common Stock or a combination of both in
an amount or having a fair market value equal to the excess of the fair market
value, on the date of exercise, of the shares for which the Option and SAR are
exercised over the Option exercise price.
Options granted under the Plan may not be exercised until six months
after the date of the grant, except in the event of death or disability of the
participant, and may not under any circumstances be exercised after 10 years
from the date of grant. Subject to the foregoing, Options are exercisable only
by participants who are actively employed as employees, independent contractors
or consultants by the Company or a subsidiary of the Company (employees only
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for ISO Options), except that Options may, with the consent of the Stock Option
Committee, be exercised at any time within three years after the participant's
retirement, death, disability or the occurrence of other special circumstances
as determined by the Stock Option Committee, but in no event beyond the
expiration date of the Option. If a participant's employment as an employee,
independent contractor or a consultant by the Company or its subsidiary
terminates for any reason other than death, disability or retirement, any Option
granted to such participant immediately terminates, unless permitted to be
exercised by the Stock Option Committee in its sole discretion or pursuant to
the terms of the grant. No Option under the Plan may be exercised after June 30,
2005. Options are not transferable except by will or by the laws of descent and
distribution.
STOCK APPRECIATION RIGHTS
SARs may be granted and attached to an Option at the time the Option is
granted or at any time subsequent thereto, subject to certain conditions. An SAR
may not be exercised until six months after the date of grant except, with the
consent of the Stock Option Committee, upon the death or disability of the
participant. SARs are exercisable only upon surrender of part or all of the
related Option (and only to the extent that the related Option is exercisable)
and terminate upon termination of the related Option. SARs may be exercised only
under substantially the same terms and conditions as the Options to which they
are attached, with the additional condition that the Stock Option Committee, at
the time of exercise, be comprised wholly of, or not less than two,
disinterested Directors.
Upon the exercise of an Option to which an SAR is attached, the
participant is entitled, subject to the approval of the Stock Option Committee,
to receive cash, shares of Common Stock or a combination of both, in an amount
or having a fair market value equal to the excess of the fair market value, on
the date of exercise, of the shares for which the right is exercised, over the
Option exercise price. The Stock Option Committee has no authority to deny the
exercise of the underlying Option pursuant to the terms of the Option grant.
TERMINATION AND AMENDMENT
The Plan will terminate on June 30, 2005. The Plan may be altered,
changed, modified, amended or terminated by written amendment approved by the
Board of Directors of the Company; provided, that no action of the Board of
Directors may, without the approval of the Shareholders, increase the total
amount of Common Stock which may be purchased under Options granted under the
Plan; withdraw the administration of the Plan from the Stock Option Committee;
amend or alter the Option price of Common Stock under the Plan; change the
manner of computing the spread payable by the Company to a participant upon the
exercise of an SAR; or amend the Plan in any other manner which would impair the
applicability of the exemption afforded by Exchange Act Rule 16b-3 to the Plan.
No amendment, modification or termination of the Plan may in any manner
adversely affect any Option theretofore granted under the Plan without the
consent of the participant.
PARTICIPANTS
At this time it is not possible to determine who in the future will be
among the eligible employees, independent contractors and consultants selected
to receive Options, with or without SARs attached, under the Plan or the number
of shares of Common Stock which may be optioned to any eligible employee,
independent contractor or consultant. It is expected, however, that these
determinations will be made on the basis of the eligible person's
responsibilities and present and potential contributions to the success of the
Company as indicated by the Stock Option Committee's evaluation of the position
such eligible person occupies.
FEDERAL INCOME TAX CONSEQUENCES
No tax obligation will arise for the optionee or the Company upon the
granting of Options under the Plan. Upon exercise of a NSO Option, an optionee
will recognize ordinary income in an amount equal to the excess, if any, of the
fair market value, on the date of exercise, of the shares of Common Stock
acquired over the exercise price of the
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Option. Thereupon, the Company will be entitled to a tax deduction in an amount
equal to the ordinary income recognized by the optionee if, only in the case of
employees, the Company deducts and withholds appropriate income taxes. Any
additional gain or loss realized by an optionee on disposition of such Option
shares generally will be capital gain or loss to the optionee and will not
result in any additional tax deduction to the Company.
Upon the exercise of an ISO Option, an optionee will not recognize
taxable income. The recognition of income and gain is deferred until the
optionee sells the shares of Common Stock acquired pursuant to exercise of the
ISO Option. If the optionee does not dispose of the shares of Common Stock
within two years from the date the ISO Option was granted and within one year
after the exercise of the ISO Option, and the ISO Option is exercised no later
than three months after the termination of the optionee's employment, the gain
on sale will be treated as long-term capital gain. The Company is not entitled
to any tax deduction in respect of the exercise of an ISO Option, however, if
the Option shares are not held for the full term of the holding period described
above, the Options will retroactively lose their qualification as ISO Options
(i.e., become NSO Options), the gain on the sale of such shares, being the
lesser of (a) the fair market value of the shares on the date of exercise minus
the Option price, or (b) the amount realized on disposition minus the Option
exercise price, will be taxed to the participant as ordinary income and the
Company may be entitled to a deduction in the same amount. Any additional gain
or loss realized by a participant upon disposition of the shares of Common Stock
acquired pursuant to exercise of the Option prior to the expiration of the full
term of the holding period described above, generally will be capital gain or
loss to the participant and will not result in a tax deduction to the Company.
The "spread" upon exercise of an ISO Option constitutes a tax preference item
for purposes of the "alternative minimum tax" under the Code. The tax benefits
which might otherwise accrue to a participant may be affected by the imposition
of such tax if applicable to the participant's individual circumstances.
ADDITIONAL INFORMATION
Additional information regarding the Plan and its administration may be
obtained by calling the Company's office at (405) 842-0131 or by writing to
Advantage Marketing Systems, Inc., 2601 Northwest Expressway, Suite 1210W,
Oklahoma City, Oklahoma 73112-7293, Attention: Roger P. Baresel.
The Company has filed the Registration Statement on Form S-8 (herein,
together with all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), with the Securities and
Exchange Commission (the "Commission"), Washington, D.C., with respect to the
securities offered by the Company under the Plan. As permitted by the rules and
regulations of the Commission, this Registration Statement incorporates certain
documents which constitute under Rule 428(a)(1) promulgated under the 1933 Act a
prospectus that meets the requirements of Section 10(a) of the 1933 Act. The
statements contained in the Registration Statement as to the contents of any
contract or other document referenced herein are not necessarily complete, and
in each instance, if the contract or document was filed as an exhibit, reference
is hereby made to the copy of the contract or other document filed as an exhibit
to the Registration Statement and each such statement is qualified in all
respects by such reference. Furthermore, the Company is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act") as a "small business issuer" as defined under Regulation S-B
promulgated under the 1933 Act. In accordance with the 1934 Act, the Company
files reports, proxy and other information statements with the Commission (File
No. 001-13343). All such reports, proxy and other information statements will be
provided without charge to the participants in the Plan. The Registration
Statement, such reports, proxy and other information statements can be inspected
and copied at, and copies of such materials can be obtained at prescribed rates
from, the Public Reference Section of the Commission in the office of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549-1004, and at the regional offices of the Commission at 7 World Trade
Center, 13th Floor, New York, New York 10048 and at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of the Registration Statement and
the exhibits and schedules thereto and such reports, proxy and other information
statements may be obtained from the Commission at such offices, upon payment of
prescribed rates. In addition, the Registration Statements and exhibits and such
reports, proxy and other information statements made with the Commission through
its Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system are
publicly available through the Commission's site on the World Wide Web on the
Internet, located at http://www.sec.gov. The Registration Statement, all
exhibits thereto and amendments thereof and all other documents incorporated by
reference have been filed with
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the Commission through EDGAR. The Company will provide without charge to each
participant in the Plan, upon written or oral request, a copy of any information
incorporated by reference herein. Such requests should be directed to Advantage
Marketing Systems, Inc., 2601 Northwest Expressway, Suite 1210W, Oklahoma City,
Oklahoma 73112- 7293, telephone: (405) 842-0131.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
(a) the Prospectus, dated February 19, 1999, of the Company filed with
the Commission pursuant to Rule 424(b) and in conjunction with the Company's
Registration Statement on Form SB-2 (No. 333-47801);
(b) the Annual Report on Form 10-KSB for the year ended December 31,
1998, filed with the Commission on March 30, 1999; the Quarterly Report on Form
10-QSB for the quarter ended March 31, 1999, filed with the Commission on May 7,
1999; the Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999,
filed with the Commission on August 13, 1999; the Quarterly Report on Form
10-QSB for the quarter ended September 30, 1999, filed with the Commission on
November 15, 1999
(c) the Company's Amendment to Registration Statement on Form 8-A, as
filed with the Commission on June 9, 1999;
(d) the Company's Certificate of Incorporation filed as Exhibit 3.1 to
Registration Statement on Form SB-2 (Registration No. 333-47801) as filed with
the Commission on March 11, 1998; and
(e) the Company's Bylaws filed as Exhibit 3.2 to Registration Statement
on Form SB-2 (Registration No. 333- 47801) as filed with the Commission on March
11, 1998.
Furthermore, all documents and reports subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment 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 in this
Registration Statement and to be part hereof from the date of filing of each
such document or report.
ITEM 4. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 1031 of the Oklahoma General Corporation Act permits (and
Registrant's Certificate of Incorporation and Bylaws, which are incorporated by
reference herein) authorize indemnification of directors and officers of the
Registrant and officers and directors of another corporation, partnership, joint
venture, trust or other enterprise who serve at the request of Registrant,
against expenses, including attorneys fees, judgments, fines and amount paid in
settlement actually and reasonably incurred by such person in connection with
any action, suit or proceeding in which such person is a party by reason of such
person being or having been a director or officer of Registrant or at the
request of Registrant, if he conducted himself in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Registrant,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Registrant may not indemnify an officer or
a director with respect to any claim, issue or matter as to which such officer
or director shall have been adjudged to be liable to Registrant, unless and only
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper. To
the extent that an officer or director is successful
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<PAGE>
on the merits or otherwise in defense of any action, suit or proceeding with
respect to which such person is entitled to indemnification, or in defense of
any claim, issue or matter therein, such person is entitled to be indemnified
against expenses, including attorneys fees, actually and reasonable incurred by
him in connection therewith.
The circumstances under which indemnification is granted with an action
brought on behalf of Registrant are generally the same as those set forth above;
however, expenses incurred by an officer or a director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount it is ultimately determined that such officer
or director is not entitled to indemnification by Registrant.
These provisions my be sufficiently broad to indemnify such persons for
liabilities under the Securities Act of 1933, as amended (the "1933 Act"), in
which case such provision is against public policy as expressed in the 1933 Act
and is therefore unenforceable.
ITEM 8. EXHIBITS.
4.1 Form of certificate of the common stock is incorporated by
reference to Exhibit 4.1 of Amendment No. 2 to the Company's
Registration Statement on Form SB-2 (No. 33-80629), as filed
with the Commission on November 20, 1996.
4.2 Advantage Marketing Systems, Inc. 1995 Stock Option Plan
incorporated by reference to Amendment No. 2 to the Company's
Registration Statement on Form SB-2 (No. 33-80629), as filed
with the Commission on November 20, 1996.
5.1 Opinion of Dunn Swan & Cunningham, A Professional Corporation,
counsel to the Company.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Dunn Swan & Cunningham.
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
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:
(i) to include any prospectus required by Section
10(a) (3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs 2 (a) (1) (i) and 2 (a) (1) (ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the
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Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference herein.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, 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) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
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 this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the new offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(e) INCORPORATED ANNUAL AND QUARTERLY REPORTS.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OF FILING OF
REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the
Securities Act my be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer, or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
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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 Oklahoma City, Oklahoma, on this
15th day of November, 1999.
ADVANTAGE MARKETING SYSTEMS, INC.
(Registrant)
By: /S/ JOHN W. HAIL
---------------------------------
John W. Hail, Chief Executive
Officer
Roger P. Baresel, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Roger P. Baresel and John W.
Hail, and each of them, his true and lawful attorney-in-fact and agent, with all
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or 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 same attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or each of them, or his or their substitute or substitutes, may lawfully
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 dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ JOHN W. HAIL Chairman of the Board, Chief November 15, 1999
- -------------------------------------------- Executive Officer and Director
John W. Hail
/S/ ROGER P. BARESEL President, Chief Financial November 15, 1999
- -------------------------------------------- Officer and Director
Roger P. Baresel
/S/ R. TERREN DUNLAP Director November 15, 1999
- --------------------------------------------
R. Terren Dunlap
/S/ HARLAND C. STONECIPHER Director November 15, 1999
- --------------------------------------------
Harland C. Stonecipher
</TABLE>
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EXHIBIT 5.1
DUNN SWAN & CUNNINGHAM
A PROFESSIONAL CORPORATION
ATTORNEYS AND COUNSELLORS AT LAW
2800 OKLAHOMA TOWER 405.235.8318
210 PARK AVENUE TELECOPY 405.235.9605
OKLAHOMA CITY, OKLAHOMA 73102-5604
November 15, 1999
Board of Directors
of Advantage Marketing Systems, Inc.
2601 Northwest Expressway, Suite 1210W
Oklahoma City, Oklahoma 73112
Gentlemen:
We have acted as counsel to Advantage Marketing Systems, Inc., an
Oklahoma corporation (the "Company"), in conjunction with the offering of an
aggregate of 1,111,444 shares of common stock, $.0001 par value per share (the
"Common Stock") to be issued pursuant to exercise of stock options granted under
the Advantage Marketing Systems, Inc. 1995 Stock Option Plan (the "Plan").
The offering of the Common Stock is more fully described in that
certain Registration Statement on Form S-8, filed by the Company with the United
States Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act").
For purposes of this opinion, we have made such investigations as we
deem necessary or appropriate and have reviewed, considered and received such
certificates, documents and materials as we deemed appropriate. In conducting
our examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as certified copies.
The law bearing upon the matters addressed in this opinion letter is
limited to the law of the United States and the law of Oklahoma.
Based upon our examination and consideration of such documents,
certificates, records, matters and things as we have deemed necessary for the
purposes hereof, we are of the opinion as of the date hereof that:
1. The Company will be duly organized and existing under the laws
of the State of Oklahoma;
2. All of the issued and outstanding shares of the Common Stock
of the Company will have been legally issued, will be fully
paid and will not be liable to further call or assessment;
3. The 1,111,444 shares of Common Stock to be sold by the Company
pursuant to exercise of stock options granted under the Plan,
will be legally issued, fully paid and will not be liable for
further call or assessment; and
4. The Board of Directors of the Company has duly approved the
Plan and the Stock Option Committee which administers the Plan
has duly approved the terms of the stock options granted under
the Plan, and has authorized the execution and delivery of the
Plan and the stock option agreements
1
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evidencing the stock option granted under the Plan. The
Company has full power, authority and legal right to enter
into the Plan and the stock purchase agreements evidencing the
stock options granted under the Plan and to perform, deliver
and consummate the transactions contemplated thereunder.
In arriving at the foregoing opinion, we have relied, among other
things, upon the examination of the corporate records of the Company and
certificates of officers and directors of the Company and of public officials.
Very truly yours,
/s/ DUNN SWAN & CUNNINGHAM
2
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EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Advantage Marketing Systems, Inc. of our report dated
March 19, 1999 appearing in the Company's Annual Report on For 10- KSB for the
year ended December 31, 1998.
/S/ DELOITTE & TOUCHE LLP
Oklahoma City, Oklahoma,
November 15, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
Dunn Swan & Cunningham, A Professional Corporation, hereby consents to
the use of its name in the Prospectus constituting part of this Registration
Statement.
/S/ DUNN SWAN & CUNNINGHAM
A Professional Corporation
Oklahoma City, Oklahoma
November 15, 1999
