Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PACIFIC ANIMATED IMAGING CORPORATION
(Exact name of registrant as specified in its charter)
State of Delaware 326 First Street, Suite 100 11-2964894
Annapolis, Maryland 21403
(State or Other (Address, including zip code (I.R.S. Employer
Jurisdiction of of principal executive office) Identification No.)
Incorporation or
Organization)
Consulting Agreement between Pacific Animated Imaging
Corporation and Charles LaLoggia
(full title of the plan)
Ernest D. Palmarella, Esquire
Palmarella & Sweeney, P.C.
2 Radnor Corporate Center, Suite 310
100 Matsonford Road
Radnor, PA 19087
(Name, address, and telephone number
of agent for service)
Page 1 of 7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share Price (1) Fee
- ------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, 25,000 $11.375 $284,375.00 $100.00
par value $0.0001
</TABLE>
(1) Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the closing
price of Registrant's common stock of $11.375 as reported by NASDAQ on June 28,
1996.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996 and June 30, 1996; and
(c) The Registrant's registration statement filed pursuant to
Section 12 of the Exchange Act, containing information set
forth under the caption "Description of Capital Stock".
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold, or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "GCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amount paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
3
<PAGE>
corporation, and with respect to any criminal actions, or proceeding, had no
reasonable cause to believe that their conduct was unlawful. A similar standard
is applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder vote,
agreement or otherwise.
The Registrant's Bylaws also requires the Registrant to indemnify its
officers and directors to the fullest extent permitted under the GCL.
The Registrant has entered into indemnification agreements with its
directors and executive officers that provide for indemnification, except if the
Indemnitee acted in bad faith, or his/her actions were the result of active and
deliberate dishonesty and were material to the cause of action, or if Indemnitee
personally gained a financial profit or other advantage to which indemnitee was
not legally entitled.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit No. Description of Exhibit
5 Opinion re: legality
23.1 Consent of Independent Certified Public Accountants
23.1.1 Consent of Independent Auditors
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
24 Powers of Attorney (included as part of Signature Page)
99 Consulting Agreement between Charles LaLoggia and Registrant
4
<PAGE>
Item 9. Undertakings.
A. Undertakings Relating to Delayed or Continuous Offerings of
Securities.
(1) The Registrant hereby undertakes 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.
(2) The Registrant hereby undertakes 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
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) The Registrant hereby undertakes 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. Undertaking Relating to the Incorporation of Certain Documents
by Reference.
(1) The 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 the 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.
(2) The Registrant hereby undertakes 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.
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, on August 19, 1996.
PACIFIC ANIMATED IMAGING ORPORATION
By: /s/ John J. Cadigan
John J. Cadigan, Chief Executive Officer
POWERS OF ATTORNEY
We, the undersigned officers and directors of PACIFIC ANIMATED IMAGING
CORPORATION, hereby severally constitute and appoint John J. Cadigan or Suzanne
C. Brown, and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and re-substitution, for us and in our stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing necessary or advisable 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 any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
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.
6
<PAGE>
SIGNATURE TITLE DATE
Chairman of the Board,
Chief Executive Officer,
/s/ John J. Cadigan Secretary, and Treasurer August 19, 1996
- -------------------------------
John J. Cadigan
/s/ Suzanne C. Brown Chief Financial Officer August 19, 1996
- -------------------------------
Suzanne C. Brown
/s/ A. David Rossin Director August 19, 1996
- -------------------------------
A. David Rossin, Ph.D.
/s/ Frederick Pettit Director August 19, 1996
- -------------------------------
Frederick Pettit
EXHIBIT 5 and 23.2
August 16, 1996
Pacific Animated Imaging Corporation
326 First Street, Suite 100
Annapolis, MD 21403
Re: Registration Statement on Form S-8
Consulting Agreement between Pacific Animated Imaging
Corporation and Charles LaLoggia
Ladies and Gentlemen:
We have acted as counsel to Pacific Animated Imaging Corporation, a
Delaware Corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 under the Securities Act of 1933,
as amended (the "Act"), relating to the registration of 25,000 shares of Common
Stock, par value $0.0001, of the Company (the "Shares"). The shares were issued
pursuant to a Consulting Agreement entered into on January 1, 1996, between the
Company and Charles LaLoggia (the "Agreement").
In rendering this opinion, we have examined such of the Company's
documents, records, certificates, papers and legal matters as we deem necessary
to form the basis for our opinion as expressed herein. Based upon the forgoing,
we are of the opinion that:
1. The Company has been duly incorporated and, as of the date of this
opinion, is validly existing and in good standing under the laws of the State of
Delaware.
2. The Shares have been duly authorized, legally issued, fully-paid and
non-assessable under the laws of the State of Delaware.
The forgoing opinion is limited to matters governed by the business
corporations law of the State of Delaware, in force on the date of this opinion.
This opinion is rendered as of the date hereof and is applicable only the
matters specifically referenced in this opinion. We have no responsibility to
update this opinion and disclaim any continuing responsibility for matters
occurring after the date of this opinion. This opinion is rendered solely for
your benefit in
<PAGE>
connection with the Registration Statement on Form S-8 respecting the
Shares issued pursuant to the Agreement and may not be relied upon, quoted
or used by any otherperson or entity for any other purpose without the prior
consent of a principal of this firm.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8.
Very truly yours,
PALMARELLA & SWEENEY, P.C.
By: /s/ Ernest D. Palmarella
Ernest D. Palmarella
EDP/las
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pacific Animated Imaging Corporation on Form S-8, regarding the consulting
agreement between Pacific Animated Imaging Corporation and Charles LaLoggia, of
our report dated March 1, 1996 on our audits of the consolidated financial
statements of Pacific Animated Imaging Corporation as of December 31, 1994 and
1995, and for the years then ended, which report is included in the Pacific
Animated Imaging Corporation Annual Report on Form 10-KSB for the year ended
December 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Washington, D.C.
August 12, 1996
Exhibit 23.1.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement of
Pacific Animated Imaging Corporation on Form S-8, regarding the consulting
agreement between Pacific Animated Imaging Corporation and Charles LaLoggia, of
our report dated April 22, 1994 on our audit of the consolidated statements of
income, changes in stockholders equity (deficit), and cash flows of Pacific
Animated Imaging Corporation for the year ended December 31, 1993, which report
is included in the Pacific Animated Imaging Corporation Annual Report on Form
10-KSB for the year ended December 31, 1995.
/s/ Siebert & Company
Siebert & Company
Annapolis, MD
August 12, 1996
EXHIBIT NO. 99
CONSULTING AGREEMENT
This Agreement is effective the 1st day of January, 1996, by and
between Pacific Animated Imaging Corporation, a Delaware Corporation (the
"Corporation"), and Charles M. LaLoggia (hereinafter referred to as
"Consultant").
WHEREAS, the Corporation desires to engage the services of Consultant
as an independent contractor on the terms and conditions provided herein; and
WHEREAS, the Consultant desires to render consulting services to the
Corporation.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Engagement. The Corporation hereby engages the services of
Consultant and Consultant hereby accepts such engagement upon the terms and
conditions set forth herein.
2. Term. This Agreement shall commence on January 1, 1996 and shall
remain in full force and effect for a period of five (5) years, unless sooner
terminated pursuant to Section 6.
3. Services. Consultant shall be available to provide such consulting
services as required by the Chief Executive Officer and or the Chairman of the
Board of Directors of Corporation, including, but not limited to, acting in a
public relations capacity to provide exposure for Corporation in print, video
and audio medias, and other public relations services. The services rendered by
Consultant hereunder shall be provided to the Corporation at such times in such
manner as may be required by the Chief Executive Officer or the Chairman of the
Board of Directors of Corporation. The method to complete the services shall be
discussed and mutually decided upon by Consultant and the Chief Executive
Officer or the Chairman of the Board of Directors of Corporation.
4. Duties. Consultant shall devote to the Corporation such time,
attention, and energy necessary for him to perform the duties for which he is
contracted, including but not limited to providing prompt and professional
consulting services, at such times as the Chief Executive Officer or Chairman of
the Board of Directors of Corporation may require.
<PAGE>
5. Compensation. As compensation for the services to be provided by
Consultant hereunder, Consultant shall receive twenty-five thousand (25,000)
shares of the Common Stock, par value $0.0001, of the Corporation. The shares
shall be delivered in full to Consultant on the execution of this Agreement.
a. Consultant understands that the Shares of Corporation being
issued hereunder ("Shares"), are being issued without registration under the
Securities Act (as hereinafter defined) or Applicable Laws (as hereinafter
defined). No federal or state agency has reviewed the transaction set forth
herein or approved or disapproved the Shares for investment or any other
purpose. Furthermore, Consultant represents that the Shares will be acquired by
him for his own account and for investment and not with a view to or resale in
connection with any distribution thereof within the meaning of the Securities
Act or Applicable Laws.
b. The term "Securities Act" means the Securities Act of 1933,
as amended, and the rules and regulations thereunder; and the term "Applicable
Laws" means any applicable state securities laws, the Securities Exchange Act of
1934, as amended, and the rules and regulations under the foregoing.
c. The following legend will be placed on the front of any
certificates representing the Shares to be issued to Consultant hereunder, and
stop-transfer instructions will be issued to any transfer agent of such Shares
to insure compliance with the provisions of the Securities Act and the
Applicable Laws:
"These Shares have not been registered under the Securities Act of
1933, as amended, or under applicable state securities laws, and they
may not be offered, sold, pledged, hypothecated or otherwise
transferred in the absence of (1) effective registrations under all
such laws or (2) an opinion of counsel to the Corporation that such
registration is not required."
d. Notwithstanding the foregoing, Corporation agrees that it
will effectuate registration of the shares payable hereunder via a S-8
registration statement filed with the Securities and Exchange Commission no
later than July 31, 1996.
6. Termination. This Agreement shall terminate only upon the expiration
of the term of this Agreement or upon thirty (30) days written notice from
Corporation.
7. Status as Independent Consultant. Consultant is retained and
employed by the Corporation only for the purposes and to the extent set forth in
this Agreement. Consultant's relationship to the Corporation shall, during the
period of this Agreement, be that of an independent contractor and not that of
an employee of the Corporation.
<PAGE>
8. Taxes. All federal and state income and employment taxes, similar
obligations and withholdings, including but not limited to social security
taxes, shall remain the sole responsibility of Consultant.
9. Expenses. All expenses incurred by Consultant in the performance of
the services hereunder shall be at the sole costs and expense of Consultant
unless Corporation agrees in advance by a written notice to accept the payment
of any expense or cost.
10. Employee Benefits. Consultant shall not be entitled to participate
in any plans or arrangements of the Corporation pertaining to or in connection
with any employee benefit, including health, pension or profit sharing plans.
11. Contractual Obligations. Consultant agrees that Consultant shall
not, unless authorized to do so by the Corporation, make, draw, accept or
endorse any contract or other instrument requiring the payment of money by the
Corporation.
12. Notices. All notices or other communications to be given under this
Agreement shall be in writing and shall be deemed given when personally
delivered, or three days after mailing with adequate postage by certified or
registered mail, return receipt requested.
13. Entire Agreement. This Agreement supersedes any and all other
Agreements, either oral or in writing, between the parties to this Agreement
with respect to the subject matter contained herein or necessarily implied
hereby.
14. Modification. No change or modification of this Agreement shall be
valid unless the same be in writing and signed by all of the parties hereto.
15. Binding Effect. This Agreement shall be binding upon the parties,
heirs, legal representatives, successors and assigns of the respective parties.
16. Invalid Provision. The invalidity or unenforceability of any
particular provision of this Agreement shall render the remainder of the
Agreement to be construed in all respects as if such invalid or unenforceable
provision was omitted.
17. Interpretation. The validity of this Agreement and any of its terms
and provisions, as well as the rights and duties of the parties to this
Agreement, shall be governed by the laws of the State of Maryland.
18. Assignment. This Agreement shall be binding and shall inure to the
successors and assigns of the Corporation and Consultant.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
PACIFIC ANIMATED IMAGING Attest:
CORPORATION
By: /s/ John J. Cadigan /s/ John J. Cadigan
John J. Cadigan, President John J. Cadigan, Secretary
_____________________________ /s/ Charles M. LaLoggia
Witness Charles M. LaLoggia, Consultant
Date: _______________________
