SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHEQUEMATE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Utah 76-0279816
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(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
57 West 200 South, Suite 350, Salt Lake City, Utah 84101
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(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
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(Name and address of agent for service)
(801) 531-6600
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(Telephone Number, including area code, of agent for services)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------------
=================================================================================================================
<S> <C> <C> <C> <C>
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
- -----------------------------------------------------------------------------------------------------------------
Common Stock 60,000 $1.98 (1) $119,063.00 $34.00
=================================================================================================================
</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
March 22, 1999 (which is within 5 business days prior to the date of
the filing of this registration statement).
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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 contract ("plan") simply provides for the registration of
consultant shares as acquired under the consulting agreement.
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
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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 supersede 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 offered under the consulting agreement are Sixty
Thousand (60,000) 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 February 5, 1999, there were 20,580,659 shares 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.
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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.
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ITEM 8. EXHIBITS.
4.1 1999 Consulting Agreement.
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
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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, 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 March 16 , 1999.
CHEQUEMATE INTERNATIONAL, INC.
By /s/ J. Michael Heil
-----------------------------------------------------
J. Michael Heil
Its: CEO
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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/ Terrell A Lassetter, for March 23 , 1999
- --------------------------------------------- ------
Blaine Harris, Chairman of the Board
/s/ John Bartholomew March 15 , 1999
- --------------------------------------------- ------
John Bartholomew, Director
/s/ Terrell A Lassetter, for March 23 , 1999
- --------------------------------------------- ------
Chuck Coonradt, Director
/s/ Terrell A Lassetter, for March 23 , 1999
- --------------------------------------------- ------
Hal Glick, Director
/s/ Andre Peterson March 15 , 1999
- ---------------------------------------------- ------
Andre Peterson, Director
/s/ Terrell A Lassetter, for March 23 , 1999
- --------------------------------------------- ------
Robert E. Warfield, Director
/s/ Steve Anderson March 23 , 1999
- --------------------------------------------- ------
Steven Anderson, Chief Financial Officer
and Principal Accounting Officer
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EXHIBIT 4.1
CONSULTING AGREEMENT
THIS AGREEMENT is effective the 12th day of February, 1999, between
Chequemate International, Inc., dba C-3D Digital, Inc, a Utah
corporation, (the "Company"), and Michael McNutt ("McNutt").
1. Services: McNutt agrees to assist the Company in its efforts
to list its shares of Common Stock on the Vienna, Frankfurt
and Berlin Stock Exchanges.
2. Compensation. The Company agrees to compensate McNutt by
issuing to him 60,000 shares of fully registered and
unrestricted shares of Common Stock of the Company
("Registered Shares"). The Registered Shares are due and
payable upon the notice by the Vienna, Frankfurt and Berlin
Stock Exchanges of acceptance of the Company's shares for
listing. Any registration statements necessary to be filed in
order for these shares to become free trading will be filed no
later than Monday, March 15, 1999.
3. Expenses. The Company shall bear all costs and expenses
incident to the listing and delivery of the Company's shares
of Common Stock, including all expenses and fees incident to
the preparation of all Information Memorandum and presentation
materials, the fees and retainers of McNutt's counsel, if
counsel is deemed necessary, the cost of preparing and
printing the Information Memorandum, and one suitable
tombstone notice in each city that the Company's shares of
Common Stock are listed in connection with this Agreement and
in each city that the Company makes a presentation related to
the listing of the shares of Common Stock on the Vienna,
Frankfurt and Berlin Stock Exchanges. Furthermore, the Company
shall be responsible for any costs associated with the
continued listing of its securities on the Vienna, Berlin and
Frankfurt Stock Exchanges.
4. Governing Law. This Consulting Agreement shall be construed in
accordance with the laws of Austria. All questions with
respect to the construction hereof and the rights and
liabilities of the parties hereto shall be governed by the
laws of Austria. Any action or proceeding arising out of or
relating hereto shall be brought in Vienna, Austria.
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5. Indemnification. Each of the parties agrees to indemnify and
hold the other party, its affiliates, control persons,
officers, employees, agents and sureties harmless from and
against all loses, claims, damages, liabilities, costs or
expenses (including reasonable attorney's and accountants'
fees) arising out of their performance of this Agreement or in
connection therewith. This provision for indemnification is
separate from the provision for collections of fees and costs
by the prevailing party, under paragraph 8 of this Agreement.
The indemnity obligations of the parties under this paragraph
5 shall survive the termination of this Agreement, shall be in
addition to any liability which any party may otherwise have
and shall be binding upon and inure to the benefit of any
successor, assigns, heirs and personal representatives of any
party or other indemnified person.
6. Legal Compliance. The Company acknowledges that nothing in
this Agreement shall require McNutt to perform services for
which the rendering of such services would be violative of any
applicable law.
7. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter
hereof.
8. Arbitration. The parties agree that all controversies which
may arise between them concerning any transaction, the
construction, performance or breach of this or any agreement
between them, whether entered into prior, on, or subsequent to
the date hereof, or any other matter, including but not
limited to, securities activity, investment advice or in any
way related thereto, shall be determined by arbitration held
by a member or panel of the American Arbitration Association.
This shall inure to the benefit of and be binding on the
Parties, their officers, directors, agents, independent
contractors, employees, sureties, and any other person acting
on their behalf in relation to acting subject to this
Agreement. Any award rendered in arbitration may be enforced
in any court of competent jurisdiction. The parties agree that
all controversies which may arise between them concerning any
transaction under this Agreement, or the construction of this
or any Agreement, shall be determined by arbitration held by a
member or panel of the American Arbitration Association. This
provision shall inure to the benefit of and be binding on the
Parties, their officers, directors, agents, independent
contractors, employees, sureties, and any other person acting
on their behalf in relation to this Agreement. Any award
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rendered in arbitration may be enforced in any court of
competent jurisdiction. In the event of arbitration,
litigation in the courts to enforce any award rendered in an
arbitration, the prevailing party shall be entitled to recover
the fees of its attorneys, and all costs, associated with such
arbitration and litigation.
9. Further Assurances. The Parties and each of them shall from
time to time execute and deliver such further instruments or
take such further action as the other party may reasonably
request to effectuate both the letter and intent of this
Agreement.
10. Amendment. No amendment to this Agreement shall be valid
unless such amendment is in writing and is signed by
authorized representatives of all the parties to this
Agreement.
11. Waiver. Any of the terms and conditions of the Agreement may
be waived at any time and from time to time in writing by the
party entitled to the benefit thereof, but a waiver in one
instance shall not be deemed to constitute a waiver in any
other instance. A failure to enforce any provision of this
Agreement shall not operate as a waiver of this provision or
of any other provision hereof.
12. Severability. In the event that any provision of this
Agreement shall be held to be invalid, illegal or
unenforceable in any circumstances, the remaining provisions
shall nevertheless remain in full force and affect and shall
be construed as if the unenforceable position or portions were
deleted.
13. Confidentiality. The parties shall maintain complete
confidentiality regarding each other's business sources or
their identities and shall disclose such sources or identities
only to named parties pursuant to the express written
permission of the party who made available the said source.
14. Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and
permitted assigns. Any attempt by either party to assign any
rights, duties, or obligation which may arise under this
Agreement without the prior written consent of the other party
shall be void.
15. Authority. The Company represents and warrants that the
individuals executing this Agreement on behalf of the Company
have all necessary
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power and authority to execute this Agreement and bind the
Company. The Company further warrants that it has been duly
authorized by all necessary corporate action to execute this
Agreement.
16. Facsimile Signature. The Parties agree that facsimile
signatures shall be deemed to be original signatures and that
the Agreement and all its provisions shall be binding upon
execution by facsimile transmission. The Parties further agree
to exchange hard copy signed originals immediately following
transmission by fax.
Chequemate International, Inc.
By /s/ J. Michael Heil /s/ John Michael McNutt
------------------------------ ----------------------------------
Name: J. Michael Heil Michael McNutt
Title: CEO
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EXHIBIT 5.1
March 17, 1999
Chequemate International
57 West 200 South, Suite 350
Salt Lake City, Utah 84101
Re: Issuance of Chequemate International Shares
Pursuant to Consulting Contract
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 60,000 shares of the
Company's common stock, $0.0001 par value (the "Common Stock"), to be issued
pursuant to a consulting agreement. For the purpose of the Form S-8
registration, the consulting agreement 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.
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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 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
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Chequemate International
June 18, 1997
Page 2
EXHIBIT 23.1
March 17, 1999
Consent of Jones, Jensen & Co. Independent Auditor
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We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1999 McNutt/Samuelson 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-K for the year ended March 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
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EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and
appoints Terrell A. Lassetter Sr. 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 this 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/ Chuck Coonradt Director
- --------------------------------------
Chuck Coonradt
/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
- -------------------------------------- and Principal Accounting Officer
Steven Anderson
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