As Filed with the Securities and Exchange Commission on March 23, 1998
Securities and Exchange Commission
Washington, D.C. 20549
_______________________
FORM S-8
Registration Statement
Under
The Securities Act of 1993
________________________
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)
____________________________________________________
Charles Kiefner
Chief Executive Officer
Definition, Ltd.
1334 South Killian, Unit 4
Lake Park, Florida 33403
(Name and address of agent for service)
Copy to:
LEIBMAN & OESCH, L.L.P.
Neil M. Leibman, Esquire
24 Greenway Plaza, Suite 1210
Houston, Texas 77046
(713) 961-9399
Total Sequentially Numbered Pages: 21
Index to Exhibits Located on Sequentially Numbered Pages: 15
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 600,000 shares $.35(1) $210,000 $100.00 (2)
(1) The maximum offering price was calculated pursuant to Rule 457(c).
(2) Minimum fee.
DEFINITION LTD.
Cross Reference Sheet Required by Item 501(b) of Regulation S-K
Form S-8 Item Number and Caption Caption in Prospectus
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page Statement and Cover Page of
of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Shareholder
8. Plan of Distribution Cover Page of Prospectus and
Sales by Selling Shareholder
9. Description of Securities to Grant of Stock Bonus; and
be Registered Sales by Selling Shareholder
10. Interest of Named Experts Not Applicable
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13. Disclosure of Commission Position Indemnification
on Indemnification or Securities
Act Liabilities
PROSPECTUS
Definition, Ltd.
300,000 Shares of Common Stock
($.001 par value per share)
Issued Pursuant to a Consulting and Legal Services Agreement
This Prospectus is part of a Registration Statement which registers
600,000 shares of Common Stock, $.001 par value per shares (the "Common
Stock"), of Definition, Ltd., a Nevada corporation (the "Company"), which have
been issued, as described herein, to Leibman & Oesch, L.L.P., Attorneys At
Law, a Texas Professional Limited Liability Partnership ("L&O"), consultants
and legal counsel to the Company, pursuant to a Consulting and Legal Services
Agreement under which the Company has issued 600,000 shares of Common Stock to
L&O (such securities being referred to herein as the "L&O Securities"). L&O
is a selling shareholder under this Prospectus and is referred to herein as
the "Selling Shareholder". All of the L&O Securities were issued to the
Selling Shareholder pursuant to a written compensation contract which provided
for the issuance of the L&O 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 price 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 L&O Securities under the terms of
the aforementioned Consulting and Legal Services Agreement shall, under any
circumstance, 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 REPRESENTATION 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 March 11, 1998.
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 600,000 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 Statements, 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.
7. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997;
8. The Company's Registration Statement on Form S-8 filed on January
10, 1997;
9. The Company's Registration Statement on Form S-8 filed on January
22, 1997;
10. The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1997.
11. The Company's Quarterly Report on Form 10-QSB for the period ended
June 30, 1997.
12. The Company's Amended Annual Report on Form 10-KSB/A for the year
ended December 31, 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, modified 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)844-7701.
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 obligation 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 World Wide Marketing, a
Europe-based firm ("WWM"), in a business venture involving the important 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 August 25, 1997, the Company entered into a Consulting and Legal
Services Agreement with Leibman & Oesch, L.L.P. ("L&O"), Attorneys At Law, a
Texas Professional Limited Liability Partnership (the Selling Shareholder).
The Company has issued 600,000 shares of Company Common Stock pursuant to such
Consulting and Legal Services Agreement. This Prospectus relates to the
600,000 shares issued to L&O. 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 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 L&O 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, $210,000.
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 7,161,842 shares of Common Stock of the Company outstanding as of the date
of this Prospectus).
Shares to Percentage
Be Owned To Be Owned
Number of Shares to After After
Name of Selling Shareholder Shares Owned Be Offered Offering Offering
Leibman & Oesch, L.L.P. 600,000 600,000 - 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 by 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 incorporation provisions eliminating or limiting the personal
liability of their directors and officers in shareholder actions brought to
obtain damages 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 of 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 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 Leibman & Oesch, L.L.P., Attorneys At Law,
Houston, Texas.
EXPERTS
The consolidated financial statements and financial statement schedules
of the Company included in the Company's Annual Report and Amended Annual
Report on Form 10-KSB and 10-KSB/A for the year ended December 31, 1996,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the report of Clancy & Co., PLLC, 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 (k) 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 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 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 Annual Report on Form 10-KSB for the year ended
December 31, 1996.
(h) The Company's Registration Statement on Form S-8 filed on January
10, 1997.
(i) The Company's Registration Statement on Form S-8 filed on January
22, 1997.
(j) The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1997.
(k) The Company's Amended Annual Report on Form 10KSB/A for the year
ended December 31, 1996;
(l) The Company's Quarterly Report on Form 10QSB for the period ended
June 30, 1997; and
(m) 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 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 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 from Directors and Officers.
Nevada Revised Statutes 78.037 is incorporated herein by this reference.
Insofar as indemnification for liabilities arising under he 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 Leibman & Oesch, Attorneys At Law, re: Legality
10.1 Consulting and Legal Services Agreement, dated as of August 25,
1997, between Registrant and Leibman & Oesch, L.L.P., Attorneys
At Law, a Texas Professional Limited Liability Partnership.
24.1 Consent of Clancy and Co., PLLC, Certified Public Accountants
24.2 Consent of Leibman & Oesch, L.L.P., 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 it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the dates shown below.
DEFINITION, LTD.
By:_____/S/________________
Charles Kiefner
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/______ Executive Vice President, Chief ___3/11/98______
Charles Kiefner Executive Officer, Principal
Financial and Accounting
Officer and Director
INDEX TO EXHIBITS
DEFINITION, LTD.
Sequentially
Numbered
Exhibit No. Description Page
5.1 Opinion of Leibman & Oesch, L.L.P., Attorneys 16
At Law, re: Legality
10.1 Consulting and Legal Services Agreement, dated
as of August 25, 1997 between Registrant and
Leibman & Oesch, L.L.P., Attorneys At Law, a
Texas Professional Limited Liability Partnership 17
24.1 Consent of Clancy and Co., PLLC, Certified
Public Accountants 21
24.2 Consent of Leibman & Oesch, L.L.P., Attorneys At
Law 16
Leibman & Oesch, L.L.P.
A Professional Limited Liability Partnership
Neil M. Leibman Attorneys at Law Telephone
Bradford N. Oesch 24 Greenway Plaza, Suite 1210 713/961-9399
Of Counsel Houston, Texas 77046 Telecopier
Lana R. Dieringer 713/961-7997
March 11, 1998
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 Leibman & Oesch, L.L.P., Attorneys at Law
Gentlemen:
This opinion is submitted 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 600,000 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
August 25, 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. 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 the Form S-8 to be filed with the Commission.
Very truly yours,
/S/
Neil M. Leibman
CONSULTING AND LEGAL SERVICES AGREEMENT
This Agreement is made as of the 8TH day of March, 1998, by and between
Leibman & Oesch, L.L.P., Attorneys at Law ("Consultant"), and Definition,
Ltd., a Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of domestic
financing, 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 advise 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 finanace, and
business opportunities. 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, and
federal law;
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, 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 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., $150 per
hour. Consultant shall render monthly a report to he 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 $210,000, payable by issuance to
Consultant of 600,000 shares of the Company's $.001 par value Common
Stock, at $.15 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
if a confidential nature will not be reveled 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. This restriction does
not include those shares issued in exchange for Consultant's
services.
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, be 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:
Leibman & Oesch, L.L.P.
24 Greenway Plaza, Suite 1210
Houston, Texas 77046
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) ofthe 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/____________________
Charles Kiefner
Chief Executive Officer
Leibman & Oesch, L.L.P.
By: _______/S/____________________
Leibman & Oesch, L.L.P.
Attorneys at Law
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by
reference in this Form S-8 Statement of our report, relating to the
consolidated financial statements and financial statement schedules of
Definition, Ltd., for the year ended December 31, 1996, included on Form
10-KSB/A for the year ended December 31, 1996. We also consent to the
reference to this firm under the heading "Experts" in this Registration
Statement.
_____________/S/_________________
CLANCEY AND CO., P.L.L.C.
Certified Public Accountants
EXHIBIT 24.2
Consent of Leibman & Oesch, L.L.P., Attorneys at Law is included in the
Opinion filed as Exhibit 5.1 hereto.
