SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHEQUEMATE INTERNATIONAL, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Utah 76-0279816
---- ----------
(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
57 West 200 South, Suite 350, Salt Lake City, Utah 84101
-------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Chequemate-1999 Compensation Contract
-------------------------------------
(Full Title of the Plan)
Bruce L. Dibb, Corporate Counsel, 311 S. State
Suite 380 Salt Lake City, UT 84111
----------------------------------------------
(Name and address of agent for service)
(801) 531-6600
--------------
(Telephone Number, including area code, of agent for services)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed maximum Proposed Amount of
to be registered registered offering price per unit maximum Registration
aggregate Fee
offering price
<S> <C> <C> <C> <C> <C>
Common Stock 300,000 $3.09375 (1) $928,125.00 $259.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
This estimated amount is the average of the bid and asked price as of
June 10, 1999 (which is within 5 business days prior to the date of the
filing of this registration statement).
1
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission
("SEC") as part of the S-8 Registration Statement. Information required to be
given to Plan Participants is separately delivered in accordance with the
requirements of Form S-8 and is not included or set out under this item. The
written compensation contracts or option grants ("plan") provide for the
registration of shares as acquired under the agreements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files quarterly, annual and periodic reports and other
information with the Securities & Exchange Commission ("Commission"). The
Registration Statement, such reports and other information may be inspected and
copies may be obtained, at prescribed rates, at the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, as well as the following regional offices: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. The Commission maintains a Website that contains reports and other
information regarding reporting companies under the Exchange Act, including the
Company, at http:// www.sec.gov.
The following documents have been filed by the Company with the
Commission and are hereby incorporated by reference into this Registration
Statement: (i) Annual Report on Form 10- K for the fiscal year ended March 31,
1998, (ii) Quarterly Reports of the Company, and amendments thereto, on Form
10-QSB for the quarters ended June 31, 1998, September 30, 1998 and December 30,
1998; and (iii) the Company's Form 8-K dated December 23, 1998 relating to the
acquisition of certain assets of Alpha Broadcasting Communications, which are
used in the C-3D Digital III pay-per-view division of the Company. All other
documents and reports filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration Statement and prior
to the termination of this offering shall be deemed to be incorporated by
reference in this Registration Statement and to be made a part hereof from the
date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
2
<PAGE>
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all documents which are incorporated herein by
reference (not including exhibits to such documents, unless such exhibits are
specifically incorporated by reference in the document which this Registration
Statement incorporates). Requests should be directed to Mr. Steven Anderson,
Chief Financial Officer, at the Company's principal executive offices located at
57 West 200 South, Suite 350, Salt Lake City, Utah 84101, telephone number (801)
322-1111.
ITEM 4. DESCRIPTION OF SECURITIES
The total number of securities registered hereunder are Three Hundred Thousand
(300,000) shares, all of which are common stock of the Company. The Company is
presently authorized to issue 500,000,000 shares of its Common Stock. As of May
31, 1999, there were 22,137,742 issued, outstanding and subscribed for shares.
The holders of Common Stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shareholders of the Company
have no preemptive rights to acquire additional shares of Common Stock or other
securities. The Common Stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation of the Company,
the shares of Common Stock are entitled to share equally in corporate assets
after satisfaction of all liabilities. The Shares, when issued, will be fully
paid and non-assessable. The holders of ten percent (10%) of the issued and
outstanding shares may call a special meeting of the stockholders, and a
majority of all issued and outstanding shares shall constitute a quorum for
conducting business. The majority of shares present, in any regular or special
meeting where a quorum is present, may vote in favor or against any item of
business or election, and shall constitute a majority approval or disapproval of
matters voted upon at any such meeting. Shares of Common Stock do not carry
cumulative voting rights and, therefore, a majority of the outstanding shares of
Common Stock will be able to elect the entire Board of Directors. If they do so,
minority shareholders would not be able to elect any members to the Board of
Directors. There are no dividend rights attached to the shares. The Company
presently does not pay any dividends and has no foreseeable plan to pay
dividends. There are no special preemptive rights or rights upon liquidation,
other than the normal rights and priorities which would attach to shares in
liquidation pursuant to Utah State Law. The shares are not subject to call,
liability or assessment.
3
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Officers and directors of the Company, Chequemate International, Inc.,
are subject to indemnification for ordinary and customary acts taken on behalf
of the corporation to the maximum extent permitted under Utah law. In essential
terms this provides that any errors of judgement, or act or omission not
resulting from gross abuse or misfeasance are to be fully indemnified by the
Company. Utah law also provides immunity from suit to officers and directors for
acts or transactions completed by them in the normal and customary course of the
business and when they are free of any adverse interest.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 of 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities being issued pursuant to this Registration Statement are
being reoffered or resold through the registration. All securities offered
hereunder are originally issued by the Company. Shares received pursuant to the
consulting agreement are believed to be registered pursuant to the provisions of
this Form S-8 registration.
4
<PAGE>
ITEM 8. EXHIBITS.
5.1 Opinion of Bruce L. Dibb, P.C.
23.1 Consent of Jones, Jensen & Company
23.2 Consent of Bruce L. Dibb, P.C. (included in Exhibit 5.1).
24.1 Powers of Attorney (included in this Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(a) During any period in which offers or sales are being made pursuant
to this registration, or pursuant to 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
of any material change to such information in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company'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 Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
5
<PAGE>
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, against such liabilities (other than the payment by
the Company of the 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a 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, State of Utah, on June 15, 1999.
CHEQUEMATE INTERNATIONAL, INC.
By /s/ J. Michael Heil
-------------------
J. Michael Heil
Its: CEO
6
<PAGE>
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.
/s/ Blaine Harris June 15, 1999
- ----------------------------------------
Blaine Harris, Chairman of the Board
/s/ John Bartholomew June 15, 1999
- ----------------------------------------
John Bartholomew, Director
/s/ Hal Glick June 15, 1999
- ----------------------------------------
Hal Glick, Director
/s/ Andre Peterson June 15, 1999
- ----------------------------------------
Andre Peterson, Director
/s/ Robert E. Warfield June 15, 1999
- ----------------------------------------
Robert E. Warfield, Director
/s/ Steven Anderson June 15, 1999
- ----------------------------------------
Steven Anderson, Chief Financial Officer
and Principal Accounting Officer
7
EXHIBIT 5.1
June 14, 1999
Chequemate International
57 West 200 South, Suite 350
Salt Lake City, Utah 84101
Re: Issuance of Chequemate International Shares
Pursuant to Consulting Contracts and Option Grants
To Whom It May Concern:
We have acted as counsel for Chequemate International, Inc., a
Utah corporation (the "Company") in conjunction with the preparation of a Form
S-8 Registration Statement (the Registration Statement") to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to up to 300,000 shares of the
Company's common stock, $0.0001 par value (the "Common Stock"), to be issued
pursuant to consulting agreements and options. For the purpose of the Form S-8
registration, the consulting agreements and options are referred to as the
"Plan".
We have examined: (i) the Plan; (ii) the Form S-8 Registration
Statement; (iii) the Company's Prospectus pursuant to the Form S-8 Registration;
(iv) resolutions of the Company's Board of Directors relating to the Plan; and
(v) such other documents and records as we have deemed necessary to enable us to
render this option.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Utah.
2. The Common Stock, when issued and paid for in the manner set forth
in the Plan, will be validly issued, fully paid and nonassessable, and no
personal liability will attach to the ownership thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section
8
<PAGE>
11 of the Securities Act or within the category of persons whose consent is
required by Section 7 of said Act.
Sincerely,
Bruce L. Dibb, P.C.
/s/ Bruce L. Dibb
------------------
Bruce L. Dibb
9
EXHIBIT 23.2
June 14, 1999
Consent of Jones, Jensen & Co. Independent Auditor
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1999 General Consultants Stock Compensation Plan of
our report dated June 23, 1998, with respect to the consolidated financial
statements and schedules of Chequemate International, Inc. included in its
Annual Report on Form 10-KSB for the year ended March 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Jones, Jensen & Company
---------------------------
Jones, Jensen & Company
10
EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and
appoints Terrell A. Lassetter Sr. and Steven Anderson as attorney-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to the Form S-8 Registration Statement, including any and all
post-effective amendments.
Signature Title
/s/ J. Michael Heil Chief Executive Officer
J. Michael Heil
/s/ Blaine Harris Chairman of the Board of Directors
Blaine Harris
/s/ John Bartholomew Director
John Bartholomew
/s/ Hal Glick Director
Hal Glick
/s/ Andre Peterson Director
Andre Peterson
/s/ Robert E. Warfield Director
Robert E. Warfield
/s/ Steven Anderson Chief Financial Officer
Steven Anderson and Principal Accounting Officer
11
