As Filed with the Securities and Exchange Commission on January 8, 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 AND LEGAL SERVICES 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
maximum maximum
offering aggregate
Title of Securities Amount to be price per offering Amount of
to be registered registered share(1) price(1) registration fee
Common Stock,
$.001 par value 100,000 shares $.90 (1) $90,000 $100.00 (2)
(1) The maximum offering price was calculated pursuant to Rule 457(c).
(2) Minimum fee.
<PAGE>
DEFINITION, LTD.
Cross Reference Sheet Required By Item 501(b) of Regulation S-K
Form S-8 Item Number and Caption Caption in Prospectus
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus and
Cover Pages of Prospectus Outside Cover Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed
Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Shareholder
8. Plan of Distribution Cover Page of Prospectus and
Sales by Selling Shareholder
9. Description of Securities to Grant of Stock Bonus; and
be Registered Sales by Selling Shareholder
10. Interest of Named Experts Not Applicable
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position Indemnification
on Indemnification or Securities
Act Liabilities<PAGE>
PROSPECTUS
Definition, Ltd.
100,000 Shares of Common Stock
($.001 par value per share)
Issued Pursuant to a Consulting and Legal Services Agreement
This Prospectus is part of a Registration Statement which registers
100,000 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 Newlan & Newlan, Attorneys at Law,
a Texas general partnership ("Newlan"), consultants and legal counsel to the
Company, pursuant to a Consulting and Legal Services Agreement under which
the Company has issued 100,000 shares of Common Stock to Newlan (such
securities being referred to herein as the "Newlan Securities"). Newlan is
a selling shareholder under this Prospectus and is referred to herein as the
"Selling Shareholder". All of the Newlan Securities were issued to the Selling
Shareholder pursuant to a written compensation contract which provided for
the issuance of the Newlan 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 Newlan Securities under the terms
of the aforementioned Consulting and Legal Services 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 REPRESENT-ATION 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 8, 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 100,000 shares of the Company's Common
Stock, issued to a consultant of the Company pursuant to a written Consulting
and Legal Services 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.
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; and
6. The Company's Amended Quarterly Report on Form 10-QSB/A for the
period ended September 30, 1996.
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, 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 WAQ-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. This project is currently making no progress
due to a dispute concerning obligations of the parties under the agreement
between them, and litigation may be necessary to resolve this situation. 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.
CONSULTING AND LEGAL SERVICES AGREEMENT
AND ISSUANCE OF COMMON STOCK
General
On December 19, 1996, the Company entered into a Consulting and Legal
Services Agreement with Newlan & Newlan, Attorneys at Law, a Texas general
partnership (the Selling Shareholder). The Company has issued 100,000
shares of Company Common Stock pursuant to such Consulting and Legal Services
Agreement. This Prospectus relates to the 100,000 shares issued to Newlan.
Under the terms of the Consulting and Legal Services Agreement, the Selling
Shareholder has agreed to provide consulting services with respect to
financing opportunities and the acquisition of business opportunities and
operating assets related to the wireless cable industry and related
industries. 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 Newlan Securities will result in the recognition of
taxable income to the Sellig Shareholder. Correspondingly, the Company will
be entitled to a deduction equal to the amount of ordinary income charged to
the Selling Shareholder, $40,000.
Restrictions Under Securities Laws
The sale of any shares of Common Stock issued under the Consulting and
Legal Services 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 4,891,842 shares of Common Stock of the Company outstanding as of the date of
this Prospectus).
Shares to Percentage
Name of Selling Number of Shares to Be Owned To be Owned
Shareholder Shares Owned Be Offered After Offering After Offering
Newlan & Newlan 100,000 100,000 -0- -0-
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue up to 100,000,000 shares of Common
Stock, $.001 parvalue 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., the Company's wholly-owned
subsidiary (ISI), 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 (e) 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) 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 nonassessable.
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.
The Selling Shareholder is legal counsel to the Company.
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 and Legal Services Agreement, dated as of December 19,
1996, between Registrant and Newlan & Newlan, Attorneys of
Law, a Texas general partnership
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, Chief December 20, 1996
Gerald L. Beeson Executive Officer, Principal
Financial and Accounting
Officer and Director
/s/ Michael DeLuise Director December 20, 1996
Michael DeLuise
/s/ David L. Holt Director December 20, 1996
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 and Legal Services Agreement,
dated as of December 19, 1996, between
Registrant and Newlan & Newlan, Attorneys
at Law, a Texas general partnership 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 7, 1997
Newlan & Newlan
Relating to the Issuance of Shares of Common Stock
Pursuant to the Consulting and Legal Services Agreement<PAGE>
January 7, 1997
Definition, Ltd.
1334 South Killian Drive
Suite 4
Lake Park, Florida 33403
Re: Registration Statement on Form S-8 of Definition, Ltd.
Common Stock Issued Pursuant to a Consulting and Legal
Services Agreement with Newlan & Newlan, Attorneys at Law
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
100,000 shares of Company common stock, $.001 par value per share (the
"Common Stock"), issued to the undersigned pursuant to a Consulting and Legal
Services Agreement (the "Agreement") approved by resolution of the Company's
Board of Directors on December 20, 1996.
In our capacity as counsel to the Company, we have examined the
original, certified, corformed, 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. In issuing this opinion, we
have disclosed our conflict of interest with the Company.
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 and Legal Services Agreement<PAGE>
CONSULTING AND LEGAL SERVICES AGREEMENT
This Agreement is made as of the 19th day of December, 1996, by and between
Newlan & Newlan, Attorneys at Law, a Texas general partnership consisting of
L. A. Newlan, Jr. and Eric Newlan ("Consultant"), and Definition, Ltd., a
Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of international
and domestic financing, domestic and international taxation, secondary
securities trading, business acquisitions and dispositions and matters of
general and special law; 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 law, corporate organization, corporate finance, business
opportunities and taxation. 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. Giving advice and counsel on legal compliance by the Company with
all securities laws and regulations and communications laws and
regulations applicable to its business, state, federal and
foreign;
B. Giving advice and counsel on legality of corporate business
transactions, contracts, including drafting and, at the Company's
request, negotiation of contracts;
C. Giving advice and counsel on business strategies, corporate
finance, secondary trading in the Company's securities, advice
and, at the Company's request, assistance in negotiation and
evaluation of mergers, consolidations and acquisitions,
spin-offs, split-ups and other dispositions and
recapitalizations;
D. Giving advice and counsel on matters of income taxation, domestic
and international, and matters relating to import and export
laws and regulations; and
E. Giving advice and counsel in matters relating to protection and
preservation of assets of the Company, including, without
limitation, engaging in litigation in courts in which
Consultant is, or reasonably can be, admitted to practice,
and supervising litigation in places where Consultant is not
so admitted and cannot reasonably gain admission to practice.
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 until Consultant has rendered services equal in
value to the dollar amount of compensation payable to Consultant in paragraph
4 below, determined at the Consultant's hourly rate of charge for
professional services, i.e., $200 per hour for L. A. Newlan, Jr.'s time,
$150 per hour for Eric Newlan's time. Consultant shall render monthly a
report to the Company the time expended by Consultant in performance of its
obligations hereunder.
In addition to the fee payable hereunder, Consultant shall, 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. Reimbursement is to be made on receipt of invoice by the Company.
4. In consideration of the services to be performed by Consultant, the
Company agrees to pay the sum of $40,000, payable by issuance to Consultant
of 100,000 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:
Newlan & Newlan, Attorneys at Law
5525 North MacArthur Boulevard
Suite 670
Irving Texas 75038
and to the Company at:
Definition, Ltd.
1334 South Killian Drive
Lake Park, Florida 33403
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.
By: /s/ Gerald L. Beeson
Gerald L. Beeson
Chief Executive Officer
NEWLAN & NEWLAN
(a Texas general partnership)
By: /s/ L.A. Newlan, Jr.
L. A. Newlan, Jr.
Partner
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 7, 1997
EXHIBIT 24.2
Consent of Newlan & Newlan
is included in the Opinion filed as Exhibit 5.1 hereto
