As Filed with the Securities and Exchange Commission on January 22, 1997
Securities and Exchange Commission
Washington, D.C. 20549
_______________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_______________________
Definition, Ltd.
(Exact name of Registrant as specified in its charter)
NEVADA 75-2293489
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1334 South Killian, Unit 4, Lake Park, Florida 33403
(Address of principal executive offices, including zip code)
________________________________________________
CONSULTING AGREEMENT
(Full title of the plan)
________________________________________________
Gerald L. Beeson
Chief Executive Officer
Definition, Ltd.
1334 South Killian, Unit 4
Lake Park, Florida 33403
(Name and address of agent for service)
Copy to:
L. A. Newlan, Jr., Esquire
NEWLAN & NEWLAN
5525 North MacArthur Boulevard - Suite 670
Irving, Texas 75038
(972) 518-1886
Total Sequentially Numbered Pages: 25
Index to Exhibits Located on Sequentially Numbered Page: 15<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Maximum Maximum
class of Offering Aggregate Amount of
securities to Amount to Price Per Offering Registration
be registered be registered Unit Price Fee
Common Stock,
$.001 par value 200,000 shares $.90 (1) $180,000 $100.00 (2)
(1) The maximum offering price was calculated pursuant to Rule 457(c).
(2) Minimum fee.
<PAGE>
DEFINITION, LTD.
Cross Reference Sheet Required By Item 501(b) of Regulation S-K
Form S-8 Item Number and Caption Caption in Prospectus
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Front Cover
Prospectus Page of Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Back Cover Page
of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed
Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Shareholder
8. Plan of Distribution Cover Page of Prospectus;
Sales by Selling Shareholder
9. Description of Securities to Consulting Agreement and
be Registered Issuance of Common Stock;
Sales by Selling Shareholder
10. Interest of Named Experts Not Applicable
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position Indemnification
on Indemnification for Securities
Act Liabilities
<PAGE>
PROSPECTUS
Definition, Ltd.
240,000 Shares of Common Stock
($.001 par value per share)
Issued Pursuant to a Consulting Agreement
This Prospectus is part of a Registration Statement which registers
240,000 shares of Common Stock, $.001 par value per share (the "Common
Stock"), of Definition, Ltd., a Nevada corporation (the "Company"), which
have been issued, as described herein, to DM, Inc., a Federation of St. Kitts
and Nevis corporation ("DMI"), a consultant to the Company, pursuant to a
Consulting Agreement under which the Company has issued 240,000 shares
of Common Stock to DMI (such securities being referred to herein as the
"DMI Securities"). DMI is a selling shareholder under this Prospectus and
is referred to herein as the "Selling Shareholder". All of the DMI Securities
were issued to the Selling Shareholder pursuant to a written compensation
contract which provided for the issuance of the DMI Securities. The
Company has been advised by the Selling Shareholder that it may sell all or
a portion of its shares of Common Stock from time to time in the over-the-
counter market, in negotiated transactions, directly or through brokers, or
otherwise, and that such shares will be sold at market prices prevailing at the
time of such sales or at negotiated prices.
No person has been authorized by the Company to give any
information or to make any representation other than as contained in this
Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor the issuance of any of the DMI Securities
under the terms of the aforementioned Consulting Agreement shall, under
any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY RE-
PRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of the Prospectus is January 22, 1997<PAGE>
AVAILABLE INFORMATION
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 reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports and other
information filed with the Commission can be inspected and copied at the
Public Reference Section of the Commission at its principal offices located
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's
Common Stock is traded in the over-the-counter market.
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), with respect to 240,000 shares of the
Company's Common Stock, issued to a consultant of the Company pursuant
to a written Consulting Agreement. This Prospectus, which constitutes Part
I of the Registration Statement, omits certain information with respect to the
Company and the shares of Common Stock offered by the Prospectus.
Reference is made to the Registration Statement, including the exhibits
thereto. Statements in this Prospectus as to any document are not necessarily
complete, and, where any such document is an exhibit to the Registration
Statement or is incorporated by reference herein, each such statement is
qualified in all respects by the provisions of such exhibit or other document,
to which reference is hereby made, for a full statement of the provisions
thereof. A copy of the Registration Statement, with exhibits, may be
obtained from the Commission's office located in Washington, D.C. (at the
above address) upon payment of the fees prescribed by the Rules and
Regulations of the Commission, or examined free of charge. Also, the
Registration Statement, with exhibits, may be examined and/or downloaded
free of charge by the Commission on the Internet at:
http://www.sec.gov/Archives/edgar.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB for
the year ended December 31, 1995;
2. The Company's Quarterly Report on Form 10-QSB for
the period ended March 31, 1996;
3. The Company's Quarterly Report on Form 10-QSB for
the period ended June 30, 1996;
4. The Company's Registration Statement on Form S-8
filed on July 1, 1996;
5. The Company's Quarterly Report on Form 10-QSB for
the period ended September 30, 1996;
6. The Company's Amended Quarterly Report on Form
10-QSB/A for the period ended September 30, 1996;
and
7. The Company's Registration Statement on Form S-8
filed on January 10, 1997.
All reports and documents filed by the Company pursuant to Section
13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which 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
respective date of filing of each such document. Any statement incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement.
Any statement modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide, without charge, to each
person, including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on the written request of any such person, a copy of any
or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Written requests for such copies should be directed to:
Corporate Secretary, Definition, Ltd., 1334 South Killian, Unit 4, Lake Park,
Florida 33403; telephone (561) 840-0558.
THE COMPANY
The Company was incorporated on March 13, 1989, in the State of
Nevada. The Company acquired the exclusive right and license to sell and
exploit commercially a patented stone hot plate that operated without
electrical connection, in the United States, Canada, Mexico and the West
Indies. The Company also obtained and further enhanced proprietary
operational guidelines and procedures for the development, decoration,
establishment and operation of restaurants in the United States and such
other countries utilizing the Stone Grill for tabletop cooking. From 1989 to
1993, the Company engaged in various marketing and sales activities related
to the promotion of Stone Grill cooking and its Stone Grill products, and in
1991 established a pilot restaurant facility. During 1993, the Company
determined not to go forward with the Stone Grill-related restaurant business.
The Company sold all of its holdings in Stone Grill Restaurants, Inc., a
wholly-owned subsidiary, and ceased its activities in this field.
During 1994, the Company began acquisition of assets and sought
business opportunities related to interactive media and communications. In
furtherance of these plans, the Company acquired programming, a broadcast
film library, computers, video, studio, broadcast and cable equipment and
pre-paid air time. In early 1995, the Company's wholly-owned subsidiary,
Interactive Systems, Inc. ("ISI"), acquired an office and studio complex in
Lake Park, Florida.
The Company's business includes the production of direct response
programming, and interactive programming for world wide application,
including educational software, infomercials, interactive computer media,
video and the sale of television advertising (utilizing broadcast air time
through WINQ-TV 19, West Palm Beach, Florida). The Company also sells
from time to time, primarily into foreign markets, copies of video, film clips
and programming from its broadcast film library, which includes certain
copyrighted programs, documentaries, newsreels, music books and
educational footage. ISI is currently involved in a computer-based,
interactive educational network with Academy Concepts. For much of 1996,
this project made no progress due to a dispute concerning obligations of the
parties under the agreement between them. However, the parties have
resolved their dispute and the educational project is going forward pursuant
to the governing agreement. ISI is involved with the production of television
programs for broadcast in the West Palm Beach, Florida, and the Dallas/Fort
Worth, Texas, metropolitan areas, and in the production of one-hour
infomercials for video and cable television broadcast.
ISI is seeking to develop customers and sales utilizing the "Internet".
It is operating under a letter of intent with WorldWide Marketing, a Europe-
based firm ("WWM"), in a business venture involving the importation into
the United States of substantial amounts of art, art objects and craft items
from Italy, which are being sold at auction by Sotheby Auctioneers in
cooperation with Hofstra University, Hempstead, New York. This program,
known as the "Messagio d'amore", or Message of Love, is expected to create
purchases and sales involving both large and small vendors and craftsmen
located primarily in the Verona, Italy, area.
Also, in January 1997, the Company entered into a Joint Venture
Agreement with W3D, LLC, a Texas limited liability company, which joint
venture is to develop Internet Business Centers in 26 or more major cities in
Europe and the United States.
CONSULTING AGREEMENT AND
ISSUANCE OF COMMON STOCK
General
On January 14, 1997, the Company entered into a Consulting
Agreement with DM, Inc., a Federation of St. Kitts and Nevis corporation
(the Selling Shareholder). The Company has issued 240,000 shares of
Company Common Stock pursuant to such Consulting Agreement. This
Prospectus relates to the 240,000 shares issued to DMI. Under the terms of
the Consulting Agreement, the Selling Shareholder has agreed to provide
consulting services with respect to (1) the manner and method of doing
business in Europe and Asia, (2) the establishment and development of
business relationships with European and Asian firms necessary for the
Company to exploit its products and (3) the development of sales of the
Company's film library in Europe and Asia. None of the securities to which
this Prospectus relates is issued pursuant to any program or plan and are not
being administered by either the Board of Directors of the Company or any
committee of the Board of Directors organized for that purpose.
Federal Income Tax Effects
The issuance of the DMI Securities will result in the recognition of
taxable income to the Selling Shareholder. Correspondingly, the Company
will be entitled to a deduction equal to the amount of ordinary income
charged to the Selling Shareholder, $96,000.
Restrictions Under Securities Laws
The sale of any shares of Common Stock issued under the Consulting
Agreement must be made in compliance with federal and state securities
laws. Officers, directors and 10% or greater shareholders of the Company,
as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under Federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption.
SALES BY SELLING SHAREHOLDER
The following table sets forth the name of the Selling Shareholder,
the amount of shares of Common Stock held, directly or indirectly, the
amount of Common Stock to be owned by the Selling Shareholder following
sale of such shares of Common Stock and the percentage of shares of
Common Stock to be owned by the Selling Shareholder following
completion of such offering (based on 7,161,842 shares of Common Stock
of the Company outstanding as of the date of this Prospectus).
Number of Percentage of
Shares to Shares to
Name of Selling Number of Shares to be Owned be Owned
Shareholder Shares Owned Be Offered After Offering After Offering
DM, Inc. 240,000 240,000 -0- -0-
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue up to 100,000,000 shares of
Common Stock, $.001 par value per share. The holders of Company
Common Stock will be entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the entire Board
of Directors of the Company and, if they do so, minority shareholders would
not be able to elect any persons to the Board of Directors. The Company's
bylaws provide that a majority in number of the issued and outstanding
shares of the Company shall constitute a quorum for shareholders' meetings,
except with respect to certain matters for which a greater percentage quorum
is required by statute or the bylaws.
Shareholders of the Company will have no preemptive rights to
acquire additional shares of Common Stock or other securities. The
Common Stock will not be subject to redemption and will carry no
subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock will be entitled to share equally in
corporate assets after satisfaction of all liabilities. The shares of Common
Stock, when issued, will be fully paid and non-assessable.
Holders of Common Stock are entitled to receive such dividends as
the Board of Directors may from time to time declare out of funds legally
available for the payment of dividends. The Company intends to expand its
business through reinvestment of profits, if any, and does not anticipate that
it will pay dividends in the foreseeable future.
The Board of Directors has the authority to issue the authorized but
unissued shares without action by the shareholders.
Transfer Agent
The transfer agent for the shares of Common Stock of the Company
is Continental Stock Transfer & Trust Company, 2 Broadway, New York,
New York 10004.
INDEMNIFICATION
Nevada law provides that Nevada corporations may include within
their articles of incorporaiton provisions eliminating or limiting the personal
liability of their directors and officers in shareholder actions brought to
obtain damages for alleged for alleged breaches of fiduciary duties, as long
as the alleged acts or omissions did not involve intentional misconduct,
fraud, a knowing violation of law or payment of dividends in violation of the
Nevada statutes. Nevada law also allows Nevada corporations to include in
their articles of incorporation or bylaws provisions to the effect that expenses
of officers and directors incurred in defending a civil or criminal action must
be paid by the corporation as they are incurred, subject to an undertaking on
behalf of the officer or director that he or she will repay such expenses if it
is ultimately determined by a court of competent jurisdiction that such
officer or director is not entitled to be indemnified by the corporation
because such officer or director did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation.
Nevada law provides that Nevada corporations may eliminate or limit
the personal liability of its directors and officers. This means that the
articles of incorporation could state a dollar maximum for which directors
would be liable, either individually or collectively, rather than eliminating
total liability to the full extent permitted by the law.
The Company's Charter provides that a director or officer of the
Company shall not be personally liable to the Company or its shareholders
for damages for any breach of fiduciary duty as a director or officer, except
for liability for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or (ii) the payment of distribution in
violation of NRS 78.300. In addition, NRS 78.751 and Article VII of the
Bylaws of the Company, under certain circumstances, provided for the
indemnification of the officers and directors of the Company against
liabilities which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is set forth in
the following paragraph, but such summary is qualified in its entirety by
reference to Article VII of the Bylaws of the Company.
In general, any director or officer of the Company (an "Indemnitee")
who was or is a party to, or is threatened to be made a party to, or is
otherwise involved in any threatened, pending or completed action or suit
(including, without limitation, an action, suit or proceeding by or in the right
of the Company), whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that the Indemnitee is or was a director
or officer of the Company or is or was serving in any capacity at the request
of the Company as a director, officer, employee, agent, partner or fiduciary
of, or in any other capacity for, another corporation or any partnership, joint
venture, trust or other enterprise shall be indemnified and held harmless by
the Company for actions taken by the Indemnitee and for all omissions to the
full extent permitted by Nevada law against all expense, liability and loss
(including, without limitation, attorneys' fees, judgments, fines, taxes,
penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by the Indemnitee in connection with any Proceeding. The rights
to indemnification specifically include the right to reimbursement from the
Company for all reasonable costs and expenses incurred in connection with
the Proceeding and indemnification continues as to an Indemnitee who has
ceased to be a director or officer. The Board of Directors may include
employees and other persons as though they were Indemnitees. The rights
to indemnification are not exclusive of any other rights that any person may
have by law, agreement or otherwise.
The Bylaws also provide that the Company may purchase and
maintain insurance or make other financial arrangements on behalf of any
person who otherwise qualifies as an Indemnitee under the foregoing
provisions. Other financial arrangements to assist the Indemnitee are also
permitted, such as the creation of a trust fund, the establishment of a program
of self-insurance, the securing of the Company's obligation of
indemnification by granting a security interest or other lien on any assets
(including cash) of the Company and the establishment of a letter of credit,
guaranty or surety.
The Company and Interactive Systems, Inc. (ISI), the Company's
wholly-owned subsidiary, intend to enter into agreements with each of their
respective directors, executive officers and significant employees providing
for indemnification by the Company and by ISI of each of them to the extent
permitted by their respective Charters and Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the Act), 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 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.
LEGAL MATTERS
Legal matters in connection with the securities being offered hereby
will be passed upon for the Company by Newlan & Newlan, Attorneys at
Law, Irving, Texas.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Company included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Smith, Dance & Company, Certified Public Accountants,
independent certified public accountants, given on the authority of that firm
as experts in auditing and accounting.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (h) below are incorporated by
reference in this Registration Statement. All documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 and 14(d) of the
Securities Exchange Act of 1934 (the Exchange Act), prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to
be part thereof from the date of filing of such documents.
(a) The Company's latest Annual Report on Form 10-
KSB for the year ended December 31, 1995, filed
pursuant to the Exchange Act.
(b) The Company's Quarterly Report on Form 10-QSB for
the period ended March 31, 1996.
(c) The Company's Quarterly Report on Form 10-QSB for
the period ended June 30, 1996.
(d) The Company's Registration Statement on Form S-8
filed July 1, 1996.
(e) The Company's Quarterly Report on Form 10-QSB for
the period ended September 30, 1996.
(f) The Company's amended Quarterly Report on Form
10-QSB/A for the period ended September 30, 1996.
(g) The Company's Registration Statement on Form S-8
filed January 10, 1997.
(h) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the Company's Annual Report
referred to above.
Item 4. Description of Securities.
The Company is authorized to issue up to 100,000,000 shares of
Common Stock, $.001 par value per share. The holders of Company
Common Stock will be entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the entire Board
of Directors of the Company and, if they do so, minority shareholders would
not be able to elect any persons to the Board of Directors. The Company's
bylaws provide that a majority in number of the issued and outstanding
shares of the Company shall constitute a quorum for shareholders' meetings,
except with respect to certain matters for which a greater percentage quorum
is required by statute or the bylaws.
Shareholders of the Company will have no preemptive rights to
acquire additional shares of Common Stock or other securities. The
Common Stock will not be subject to redemption and will carry no
subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock will be entitled to share equally in
corporate assets after satisfaction of all liabilities. The shares of Common
Stock, when issued, will be fully paid and non-assessable.
Holders of Common Stock are entitled to receive such dividends as
the Board of Directors may from time to time declare out of funds legally
available for the payment of dividends. The Company intends to expand its
business through reinvestment of profits, if any, and does not anticipate that
it will pay dividends in the foreseeable future.
The Board of Directors has the authority to issue the authorized but
unissued shares without action by the shareholders.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statutes 78.037 is incorporated herein by this
reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934
or the Rules and Regulations of the Securities and Exchange Commission
thereunder may be permitted under said indemnification provisions of
the law, or otherwise, the Company has been advised that, in the opinion
of the Securities and Exchange Commission, any such indemnification is
against public policy and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Inasmuch as the consultant who received shares of Common Stock
of the Company is knowledgeable, sophisticated and had access to
comprehensive information relevant to the Company, such transaction was
undertaken in reliance on the exemption from registration provided by
Section 4(2) of the Act. As a condition precedent to such grant, the
consultant was required to express an investment intent and consent to the
imprinting of a restrictive legend on each stock certificate to be received
from the Company in the absence of sale pursuant to an effective
Registration Statement.
Item 8. Exhibits.
Exhibit Description
5.1 Opinion of Newlan & Newlan, Attorneys at Law, re:
Legality.
10.1 Consulting Agreement, dated as of January 14, 1997,
between Registrant and DMI, Inc., a Federation of St.
Kitts and Nevis corporation.
24.1 Consent of Smith, Dance & Company, Certified
Public Accountants.
24.2 Consent of Newlan & Newlan, Attorneys at Law.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings 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;
(b) That, for the purposes of determining any liability
under the Act, 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;
and
(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.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
(3) Insofar as indemnification for liabilities arising under the Act
may be permitted to Directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of
the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a
Director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person in
connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that is 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 the dates shown below.
DEFINITION, LTD.
By: /s/ Gerald L. Beeson
Gerald L. Beeson
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated:
Signatures Title Date
/s/ Gerald L. Beeson Executive Vice President, January 15, 1997
Gerald L. Beeson Chief Executive Officer,
Principal Financial and
Accounting Officer and
Director
/s/ Michael DeLuise Director January 15, 1997
Michael DeLuise
/s/ David L. Holt Director January 15, 1997
David L. Holt<PAGE>
INDEX TO EXHIBITS
DEFINITION, LTD.
Sequentially
Numbered
Exhibit No. Description Page
5.1 Opinion of Newlan & Newlan,
Attorneys at Law, re: Legality 16
10.1 Consulting Agreement, dated
as of January 14, 1997,
between Registrant and DM,
Inc., a Federation of St. Kitts
and Nevis corporation 18
24.1 Consent of Smith, Dance &
Company, Certified Public
Accountants 23
24.2 Consent of Newlan & Newlan,
Attorneys at Law 25
EXHIBIT 5.1
Opinion dated January 17, 1997
Newlan & Newlan
Relating to the Issuance of Shares of Common Stock
Pursuant to the Consulting Agreement<PAGE>
January 17, 1997
Definition, Ltd.
1334 South Killian Drive
Unit 4
Lake Park, Florida 33403
Re:Registration Statement on Form S-8 of Definition, Ltd. Common
Stock Issued Pursuant to a Consulting Agreement with DM, Inc.
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the Securities and
Exchange Commission (the "Commission") with respect to the registration by
Definition, Ltd., a Nevada corporation (the "Company"), of 240,000 shares of
Company common stock, $.001 par value per share (the "Common Stock"), issued
to DM, Inc., a Federation of St. Kitts and Nevis corporation, pursuant to a
Consulting Agreement (the "Agreement") approved by resolution of the Company's
Board of Directors on January 14, 1997.
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostatic or other copies of the Agreement, the
Company's Articles of Incorporation (as amended), Bylaws and corporate minutes
provided to us by the Company. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified copies of all copies submitted to us as conformed,
photostatic or other copies. In passing upon certain corporate records and the
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and
express no opinion thereon.
Based upon and in reliance upon the foregoing, it is our opinion that the Common
Stock issued pursuant to the Agreement is validly issued, fully paid and non-
assessable. We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
Very truly yours,
/s/
NEWLAN & NEWLAN
EXHIBIT 10.1
Consulting Agreement<PAGE>
CONSULTING AGREEMENT
This Agreement is made as of the 14th day of January, 1997, by and
between DM, Inc., a Federation of St. Kitts and Nevis corporation
("Consultant"), and Definition, Ltd., a Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of
international business and multi-media sales; and
WHEREAS, the Company is a publicly-held company and
files periodic reports pursuant to the requirements of the
Securities Exchange Act of 1934; and
WHEREAS, the Company desires advice and guidance
relating to the areas of expertise of Consultant, as aforesaid;
and
WHEREAS, the Company desires to hire Consultant and
Consultant is willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. The Company hereby engages Consultant to render advice
and counsel with respect to international business and multi-
media sales. Consultant hereby accepts such engagement and
agrees to render such advice throughout the term of this
Agreement.
2. The services to be rendered by Consultant hereunder shall
consist of the following:
A. Rendering advice with respect to the manner and
method of doing business in Europe and Asia with
respect to cultural implications and conformity to
local mores.
B. Rendering advice and performing services relating to
the establishment and development of business
relationships with European and Asian firms
necessary for the Company to exploit is products.
C. Rendering advice and performing services relating to
development of sales of the Company's film library in
Europe and Asia.
Anything contained herein to the contrary
notwithstanding, Consultant shall not render services
hereunder in connection with the offer or sale of
securities in a capital-raising transaction, in keeping
with the proscription thereof contained in Section A
of the General Instructions as to the use of Form S-8
promulgated by the Securities and Exchange
Commission.
3. The term of this Agreement shall commence upon execution
of this Agreement and shall continue for a period of one (1)
year.
In addition to the fee payable hereunder, Consultant may,
from time to time during the term of this Agreement, be
reimbursed for costs paid and incurred by Consultant on
behalf of the Company for travel, per diem, lodging, long
distance communications, courier services, photocopying and
printing. Any such reimbursement shall only be for such
costs as are pre-approved by the Company in writing.
4. In consideration of the services to be performed by
Consultant, the Company agrees to pay the sum of $96,000,
payable by issuance to Consultant of 240,000 shares of the
Company's $.001 par value Common Stock, at $.40 per
share.
5. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with
Consultant to enable Consultant to perform its
obligations hereunder.
B. The execution and performance of this Agreement by
the Company has been duly authorized by the Board
of Directors of the Company.
C. The performance by the Company of this Agreement
will not violate any applicable court decree, law or
regulation, nor will it violate any provisions of the
organizational documents of the Company or any
contractual obligation by which the Company may be
bound.
6. Until such time as the same may become publicly known, the
parties agree that any information provided to either of them
by the other of a confidential nature will not be revealed or
disclosed to any person or entity, except in the performance
of this Agreement, and upon completion of Consultant's
services and upon the written request of the Company, any
original documentation provided by the Company will be
returned to it. Consultant will not directly or indirectly buy
or sell the securities of the Company at any time when it is
privy to non-public information.
7. All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address
as to which notice pursuant to this section may be given, and
shall be given by personal delivery, by certified mail (return
receipt requested), Express Mail or by national or
international overnight courier. Notices will be deemed
given upon the earlier of actual receipt of three (3) business
days after being mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
DM, Inc.
102 Pecan Creek Drive
Marble Falls, Texas 78654
and to the Company at:
Definition, Ltd.
1334 South Killian Drive
Lake Park, Florida 33403
with copies to:
Newlan & Newlan, Attorneys at Law
5525 North MacArthur Boulevard
Suite 670
Irving Texas 75038
8. Consultant consents to the placement of the following legend,
or a legend similar thereto, on the certificates representing
the shares of Common Stock issued hereunder:
THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON
THE EXEMPTION FROM REGISTRATION AFFORDED BY
SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION TO THE
EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN
ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND
REGULATIONS.
9. Miscellaneous.
A. In the event of a dispute between the parties, both
Consultant and the Company agree to settle said
dispute through the American Arbitration Association
(the "Association") at the Association's Dallas, Texas,
offices, in accordance with the then-current rules of
the Association; the award given by the arbitrators
shall be binding and a judgment can be obtained on
any such award in any court of competent
jurisdiction. It is expressly agreed that the arbitrators,
as part of their award, can award attorneys fees to the
prevailing party.
B This Agreement is not assignable in whole or in any
part, and shall be binding upon the parties, their heirs,
representatives, successors or assigns.
C. This Agreement may be executed in multiple
counterparts which shall be deemed an original. It
shall not be necessary that each party execute each
counterpart, or that any one counterpart be executed
by more than one party, if each party executes at least
one counterpart.
D. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas.
DEFINITION, LTD.
(a Nevada corporation)
By: /s/ Gerald L. Beeson
Gerald L. Beeson
Chief Executive Officer
DM, INC.
(a Federation of St.Kitts and Nevis corporation)
By: /s/ di Ercole Raimondo
di Ercole Raimondo
President
EXHIBIT 24.1
Consent of Independent Auditors<PAGE>
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated May
17, 1996, relating to the consolidated financial statements and financial
statement schedules of Definition, Ltd., for the year ended December 31,
1995, included on Form 10-KSB for the year ended December 31, 1995. We
also consent to the reference to this firm under the heading "Experts" in this
Registration Statement.
/s/
SMITH, DANCE & COMPANY
Certified Public Accountants
Irving, Texas
January 15, 1997
EXHIBIT 24.2
Consent of Newlan & Newlan
is included in the Opinion filed as Exhibit 5.1 hereto
