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 (I.R.S.
Employer
incorporation or organization)
Identification No.)
1334 South Killian, Unit 4, Lake Park,
Florida 33403
(Address of Principal Executive Offices) (Zip
Code)
Consultant Services
Plan
(Full title of the plan)
Charles Kiefner Chief Executive Officer 1334 South Killian, Unit 4
Lake Park,Florida 33403 (Name and address of agent for service)
(407)834-8944
(Telephone number, including area code, of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
maximum
Title of securities Amount to be maximum
offering aggregate offering Amount of
to be registered registered price per
unit price registration fee
Common Stock Shares $ 0.10
$300,000 $125.00
Computed Pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
The fee is based upon the low closing and high public trading price (average
of low and high) of the common stock in November, 1998.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part I is included in
documents sent or given to each consultant: ("Consultant"), consultants to
Definition, Ltd., a Nevada corporation ("Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
The following documents are incorporated by reference to this Registration
Statement and made a part hereof:
(a)The Registrant's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 , filed under Section 13(a) or 15(d) of the
Securities Act of 1934, as amended (the "Exchange Act").
(b)All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant document referred to in (a) immediately above.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement 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 so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.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 shareholder's meetings, except with respect to certain matters for which a
greater percentage quorum is required by statue 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 conversation
rights. In the event of liquidation of the Company, the shares of Common Stock
will be entitles 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.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation and By-Laws contain provisions which
reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons.
Such provisions are intended to increase the protection provided directors
and, thus, increase the Company's ability to attract and retain qualified
persons to serve as directors.
Nevada statues, as amended, authorizes the indemnification of officers and
directors and certain others under certain circumstances.
The Articles of Incorporation also provide general Indemnification.
The corporation may indemnify any director or officer or former director or
officer of the corporation, or any person who may have served at its request
as a director or officer or another corporation in which it owns shares of
capital stock or of which it is a creditor, against expenses actually and
reasonably incurred by him in connection with the defense of any action, suit
or proceeding, civil or criminal, in which he is made a party by reason of
being or having been such a director or officer, except in relation to matters
as to which he shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of duty to the
corporation. The foregoing shall not be construed as prohibiting in any way
any broader indemnification which may apply.
The foregoing is a summary.
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 also undertaken in reliance on
the exemption from registration provided by Section 4(2) of the Act. As a
condition precedent to such grant, each consultant was required to express an
investment intent.
Item 8. Exhibits.
See - Exhibits and Exhibit Index herein.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement: and Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospects filed with the Commission pursuant to Rule 424(b) (§230.424(b)
of this chapter) if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the
(4) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of
the time Commission declared it effective.
(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the 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 the 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, the
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
The Registrant. 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, in the City of Lake Park, State of Florida, on
November 23, 1998.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Definition, Ltd.
_______________________________________
Charles Kiefner, Chief Executive Officer
(Principal Executive Officer)
and Director
_______________________________________
Elmer J. Jones
(Principal Financial Officer)
and Director
_______________________________________
William B. Turner
(Principal Financial Officer)
and Director
<PAGE>
SIGNATURES
The Registrant. 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, in the City of Lake Park, State of Florida, on
November 23, 1998.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Definition, Ltd.
/s/ Charles Kiefner
Charles Kiefner
/s/ Elmer J. Jones
Elmer J. Jones
/s/ William B. Turner
William B. Turner
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DEFINITION, LTD.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION DOCUMENT PAGE NO.
<S> <C> <C> <C>
4 INSTRUMENTS DEFINING (a) ARTICLES
OF INCORPORATED FROM
RIGHTS OF SECURITIES INCORPORATION AND
COMMISSION FILE
HOLDERS AMENDMENTS
(b) BYLAWS AND
AMENDMENTS SAME AS
ABOVE
5 OPINION RE: LEGALITY LETTER
E-2
(AND CONSENT)
24 CONSENTS OF EXPERTS LETTERS
E-2 (AS TO LEGAL CONSENT)
AND COUNSEL E-4 (AS TO
ACCOUNTANT'S
CONSENT)
9A ADDITIONAL EXHIBITS CONSULTANT SERVICES E3
PLAN
</TABLE>
E-1
EXHIBIT 5
OPINION RE: LEGALITY
(AND CONSENT)
E-2
RICHARD ROSSI, ATTORNEY P.A.
ö#åæàÆéÆëÆÉ&A
Elig;VR#
