As filed with the Securities and Exchange Commission on November 10, 1999.
Commission File No. 0-20598.
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.)
4625 W. Nevso Drive, Suite 2, Las Vegas, NV 89103, (702) 253-1333
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
SHARES ISSUED FOR SERVICES
(Full Title of Plans)
Charles Kiefner
Chairman
Definition, Ltd.
4625 West Nevso Drive, Suite 2
Las Vegas, Nevada 89103
(702) 253-1333
(Name and address, including zip code, and telephone number, including area
code, of agents for service)
Copy to:
CHARLES A. CLEVELAND, P.S.
Charles A. Cleveland, Esquire
1212 North Washington, Suite 304
Spokane, Washington 99201-2401
(509) 326-1029
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement has become effective.
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
interest reinvestment plans, check the following line: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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- -----------------------------------------------------------------------------
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,
$0.001 par value 976,250 shares $0.50 [1] $488,125 $ 135.70 [2]
[1] The maximum offering price was calculated pursuant to Rule 457(c), based
upon the closing bid price for the Common Stock on November 2, 1999.
[2] Minimum fee.
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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
Cover Pages of Prospectus 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 Shareholders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling Shareholders
9. Description of Securities to Grant of Stock Bonus; and
be Registered Sales by Selling Shareholders
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
REOFFER PROSPECTUS
DEFINITION, LTD.
976,250 Shares of Common Stock
($0.001 par value per share)
The shareholders named in the table included in the "Selling Shareholders"
section of this Reoffer Prospectus, which begins on page 7, are offering all
of the shares of common stock covered by this Reoffer Prospectus. Those
people are called selling shareholders and will be referred to throughout
this document as the "Selling Shareholders".
We will not receive any of the proceeds from such sales. We will pay all
expenses in connection with this offering, other than commissions and
discounts of underwriters, dealers or agents.
The Selling Shareholders may sell all or a portion of their stock at any time
whether through a broker, or otherwise. The stock will generally be sold at
the market price or whatever price is negotiated. All Shares covered by this
Reoffer Prospectus will be required to comply with Rule 144 under the
Securities Act.
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Our common stock is quoted on the OTC Electronic Bulletin Board
(Symbol: DFNL). On November 2, 1999, the closing price of the common stock
was $0.50 per share.
See "Risk Factors" beginning on page 5 for a description of certain factors
that should be considered by purchasers of the common stock.
We have not, nor has any individual named in this Reoffer Prospectus,
authorized any person to give any information or to make any representation
other than those contained in, or incorporated by reference into, this
Reoffer Prospectus. This Reoffer Prospectus does not constitute an offer to
sell or solicitation of an offer to buy.
We have filed a registration statement on Form S-8 in respect of the common
stock offered by this Reoffer Prospectus with the Securities and Exchange
Commission under the Securities Act. This Reoffer Prospectus does not contain
all of the information contained in the registration statement. You should
read this entire Reoffer Prospectus carefully as well as the registration
statement for additional information.
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 REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
___________
This Reoffer 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 Reoffer Prospectus is November 10, 1999.
TABLE OF CONTENTS
Where You Can Find More Information.................................. 3
Forward-Looking Statements........................................... 4
About Us............................................................. 4
Risk Factors......................................................... 5
Use of Proceeds...................................................... 7
Selling Stockholders................................................. 7
Plan of Distribution................................................. 8
Our Common Stock..................................................... 9
Indemnification......................................................10
Legal Matters........................................................11
Experts..............................................................11
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WHERE YOU CAN FIND MORE INFORMATION
We must file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any documents we file
at the SEC's public reference rooms in Washington, DC, New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the
public from the SEC's web site at http://www.sec.gov. Our file number is
File No. 0-20598. In addition, our proxy and information statements and
other information about us can be inspected at the offices f the National
Association of Securities Dealers, Inc., 1735 R Street, N.W., Washington,
D.C. 20006.
The SEC allows us to "incorporate by reference" information into this Reoffer
Prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
Reoffer Prospectus. Information in this Reoffer Prospectus may update
documents previously filed with the SEC, and later information that we file
with the SEC will automatically update this Reoffer Prospectus. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 prior to the termination of the offering:
The Company's latest Annual Report on Form 10-KSB for the year ended December
31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1999.
The Company's Quarterly Report on Form 10-QSB for the period ended
June 30,1999; and
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.
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 indicate 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 Reoffer 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 Reoffer Prospectus.
You may request a copy of these filings at no cost, by writing or telephoning
us at the following address:
Corporate Secretary
Definition, Ltd.
4625 West Nevso Drive, Suite 2
Las Vegas, Nevada 89103
telephone (702) 253-1333
Information on our website is not part of this Reoffer Prospectus.
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FORWARD LOOKING STATEMENTS
Some of the information in this Reoffer Prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "intend," "estimate" and "continue" or similar
words. You should read statements that contain these words carefully for the
following reasons:
- the statements discuss our future expectations;
- the statements contain projections of our future earnings or of
our financial condition; and
- the statements state other "forward-looking" information.
We believe it is important to communicate our expectations to our investors.
There may be events in the future, however, that we are not accurately able
to predict or over which we have no control. The risk factors listed above,
as well as any cautionary language in or incorporated by reference into this
Reoffer Prospectus, provide examples of risks, uncertainties and events that
may cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. The SEC allows us to "incorporate
by reference" the information we file with them, which means we can disclose
important information to you by referring you to those documents. Before you
invest in our common stock, you should be aware that the occurrence of any of
the events described in the above risk factors, elsewhere in or incorporated
by reference into this Reoffer Prospectus and other events that we have not
predicted or assessed could have a material adverse effect on our earnings,
financial condition and business. If the events described above or other
unpredicted events occur, then the trading price of our common stock could
decline and you may lose all or part of your investment.
ABOUT US
We were formed on March 13, 1989 in the State of Nevada. Originally we acquired
the rights 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. We also obtained and further enhanced
procedures for the development, decoration, establishment and operation of
restaurants in the United States and such other countries using the Stone
Grill for tabletop cooking. From 1989 to 1993, we tried to market and sell
the Stone Grill cooking and its Stone Grill products and, even tested a
restaurant in 1991. During 1993, we decided not to continue in the
restaurant business. We sold all of our interest to Stone Grill Restaurants,
Inc., a related company.
During 1994, we started to acquire the materials to do business in interactive
media and communications. We started to acquire programming, a broadcast
film library, computers, video, studio, broadcast and cable equipment and
pre-paid air time.
Our business includes the production of direct response programming, and
interactive programming for use around the world, including educational
software, infomercials, interactive computer media, video and the sale of
television advertising. Our primary station is WAQ-TV 19, in West Palm Beach,
Florida. Although, we are attempting to sell WAC-TV19. We also sell
outside the U.S., copies of video, film clips and programming from our
broadcast film library. Our library contains many programs, documentaries,
newsreels, music books and educational footage. We are also involved with the
production of television programs for broadcast in the West Palm Beach,
Florida, and the Dallas/Fort Worth, Texas areas. We also produce one-hour
infomercials for video and cable television broadcast.
We are seeking to develop customers and sales utilizing the "Internet". We are
working with World Wide Marketing, a Europe-based firm ("WWM"). We bring into
the United States 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. Most of the items we import are obtained
from large and small vendors and craftsmen located primarily in the Verona,
Italy, area.
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing us. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially and
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.
PROBLEMS WITH LOW-POWER TELEVISION STATIONS. Our primary business is a
community (low-power) television station. We have to compete with other far
more powerful television stations and cable-television stations and other
means of advertising, like radio or newspapers.
OPERATIONS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION - If our business is
alleged or found to violate television broadcasting and applicable laws set
by the Federal Communications Commission, our revenue and earnings could
materially decrease.
Our business is subject to extensive, frequently changing, federal, state and
local regulation regarding the following:
- - prohibitions and limitations on types of advertising;
- - television licensing requirements;
- - health and safety requirements;
- - environmental concerns, such as electrical or signal transmissions;
- - changing technology requirements.
Some of these laws may restrict or limit our business. Much of this regulation,
particularly technology requirements, is complex and open to differing
interpretations. If any of our operations are found to violate these laws,
we may be subject to severe sanctions or be required to alter or discontinue
our operations. If we are required to alter our practices, we may not be able
to do so successfully. The occurrence of any of these events could cause our
revenue and earnings to decline.
WE MAY NOT BE PROFITABLE OR GENERATE CASH FROM OPERATIONS IN THE FUTURE.
- -- We have incurred significant losses in the last several years. We intend to
continue to expend significant financial and management resources on the
development of additional products, sales and marketing, improved technology
and expanded operations. Although we believe that operating losses and
negative cash flows may diminish in the near future, we may not be profitable
or generate cash from operations in the foreseeable future.
IF WE DO NOT SECURE ADDITIONAL FINANCING, WE MAY BE UNABLE TO DEVELOP OR
ENHANCE OUR SERVICES, TAKE ADVANTAGE OF FUTURE OPPORTUNITIES OR RESPOND
TO COMPETITIVE PRESSURES.
- -- We require substantial working capital to fund our business. We have had
significant operating losses and negative cash flow from operations.
Additional financing may not be available when needed on favorable terms or
at all. If adequate funds are not available or are not available on
acceptable terms, we may be unable to develop or enhance our services,
take advantage of future opportunities or respond to competitive pressures,
which could materially adversely affect our business. Our capital
requirements depend on several factors, including the rate of market
acceptance of our products, the ability to expand our customer base, the
growth of sales and marketing and other factors. If capital requirements
vary materially from those currently planned, we may require additional
financing sooner than anticipated.
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DEPENDENCE UPON KEY PERSONNEL - If we lose any of our executive officers, or
are unable to attract and retain qualified management personnel and
directors, our ability to run our business could be adversely affected and
our revenue and earnings could decline.
- -- We are dependent upon the services and management skills of our executive
officers, Donna Anderson, President/Chief Executive Officer and Charles R.
Kiefner, Chairman of the Board and secretary. Mr. Kiefner has been with us
since August, 1997. We have not entered into employment agreements with Ms.
Anderson and Mr. Kiefner. We do not maintain key man life insurance on either
officer. Further, our growth strategy will depend, in part, on our ability to
attract and retain additional key management, marketing and operating
personnel.
CONTROL BY EXISTING MANAGEMENT - Certain members of our board of Directors
own a significant portion of our outstanding common stock.
- -- Our Board of Directors, officers and their respective affiliates beneficially
own 58.5% of our outstanding common stock. Although these persons do not have
any agreements or understandings to act or vote in concert, any such
agreement, understanding or acting in concert would make it difficult for
others to elect the entire Board of Directors, or to control the disposition
of any matter submitted to a vote of shareholders.
THE VALUE OF OUR STOCK HAS IN THE PAST AND MAY IN THE FUTURE CHANGE
SUDDENLY AND SIGNIFICANTLY. The trading price of our common stock has been
subject to significant fluctuations to date and could be subject to wide
fluctuations in the future, in response to many factors, including the
following:
. Quarter-to-quarter variations in our operating results,
. New Licensing requirements,
. General conditions in the markets for our products or the television
industry,
. The price and availability of advertising revenue,
. General financial market conditions, or
. Other events or factors.
In this regard, we do not endorse or accept responsibility for the estimates or
recommendations issued by stock research analysts from time to time. The
volatility of public stock markets, and media stocks specifically, have
frequently been unrelated to the operating performance of the specific
companies. These market fluctuations may adversely affect the market price of
our common stock.
PROPRIETARY PROTECTION. As part of our business we have tried to build up a
library of films to be used for infomercials, documentaries, movies,
newsreels and educational films. Our products may not be protected by
registered copyrights, and we have not filed any copyright applications in
any jurisdiction. The lack of copyright protection may limit our ability to
distinguish ourselves from other industry competitors. In addition, while we
license our films to purchasers and restrict unauthorized use under our
licensing provisions, this does not protect us from an erosion of potential
revenue due to illicit use and piracy.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of our
common stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table lists (a) the name of the Selling Shareholders (b) the
number of shares of common stock beneficially owned by each Selling
Shareholder prior to the offering (c) the number of shares being offered
under this Reoffer Prospectus by such Selling Shareholders; and (d) the
number of shares of common stock beneficially owned by each Selling
Shareholder after the completion of the offering. The table assumes that the
Selling Shareholders will sell all shares they are offering under this Reoffer
Prospectus, and that the Selling Shareholders will not acquire additional
shares of our common stock prior to completion of this offering. The shares
are being registered to permit secondary trading of the Shares, and the
Selling Shareholders may offer such shares for resale from time to time.
See "Plan of Distribution".
Number of Shares to Percentage
Name of Shares Shares to Be Owned To Be Owned
Selling Shareholder Owned Be Offered After Offering After Offering
- ------------------- -------- ---------- -------------- --------------
GUY E. EVANS 73,500 26,250 47,250 0.4%
P O Box 12978
Jackson, MS
BIANCA HODGE 100,000 100,000 -0- 0
48 Sunset Avenue
Farmingdale, NY 11735
LAURA M. KOUGH 250,000 250,000 -0- 0
312 P Nicholson Drive
Winter Park, FL 32792
JOHN ANDERSON(3) 500,000 500,000 -0- 0
797 North High Road
Palm Springs, CA 92262
CHARLES A. CLEVELAND 100,000 100,000 -0- 0
Rock Pointe Center
1212 North Washington, Suite 304
Spokane, WA 99201-2401
We believe that all of the above individuals are natural persons; they provided
bona fide services to us; and the services they performed were not for
capital-raising transactions and do not directly or indirectly promote or
maintain a market for our stock.
(1) Except as set forth herein, all securities are directly owned and the sole
investment and voting power are held by the person named. A person is deemed
to be the beneficial owner of securities that can be acquired by such person
within 60 days of November 2, 1999 upon the exercise of options or warrants.
(2) Based upon 12,601,227 shares of Common Stock issued and outstanding. Each
beneficial owner's percentage is determined by assuming that all such
exercisable options or warrants that are held by such person (but not those
held by any other person) have been exercised.
3) Mr. Anderson's shares were obtained from Sterling Consulting, Inc. Mr.
Anderson is the spouse of our President, Donna Anderson. The secretary of
Sterling Consulting, Inc. is Charles Kiefner who is also our Chair of the
Board of Directors and Secretary.
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PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend to
sell all or a portion of their Shares offered by this Reoffer Prospectus
from time to time. These sales may be made:
- on the over-the-counter market;
- to purchasers directly;
- in ordinary brokerage transactions in which the broker solicits
purchasers;
- through underwriters, dealers and agents who may receive compensation
in the form of underwriting discounts, concessions or commissions
from a seller and/or the purchasers of the shares for whom they may
act as agent;
- through the pledge of shares as security for any loan or obligation,
including pledges to brokers or dealers who may from time to time
effect distributions of the shares or other interests in the shares;
- through purchases by a broker or dealer as principal and resale by
such broker or dealer for its own account pursuant to this Reoffer
Prospectus;
- through block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent or as riskless principal but may
position and resell a portion of the block as principal to facilitate
the transaction;
- in any combination of one or more of these methods; or
- in any other lawful manner.
The Selling Shareholders may also make private sales directly or through a
broker or brokers, who may act as agent or as principal. In connection with
any sales, such Selling Shareholders and any brokers participating in such
sales may be deemed to be underwriters within the meaning of the Securities
Act and any compensation received by them might be deemed to be underwriting
discounts and commissions under the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Shareholders (and, if they act as agent for the
purchaser of such Shares, from such purchaser). Brokerage fees may be paid by
the Selling Shareholder, which may be in excess of usual and customary
brokerage fees. Broker-dealers may agree with the Selling Shareholders to
sell a specified number of Shares at a stipulated price, and, to the extent
such a broker-dealer is unable to do so acting as agent for any Selling
Shareholder, to purchase as principal any unsold Shares at the price required
to fulfill the broker-dealer's commitment to such Selling Shareholder.
Broker-dealers who acquire Shares as principal may thereafter resell such
Shares from time to time in transactions (which may involve crosses and
block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) on the
over-the-counter Bulletin Board, in negotiated transactions or otherwise at
market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive from the purchasers of
such Shares commissions computed as described above.
All Shares covered by this Reoffer Prospectus will be required to comply with
Rule 144 under the Securities Act.
The Selling Shareholders will be subject to the applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including without limitation Regulation M, which provisions may
limit the timing of purchases and sales of any of the Common Stock by the
Selling Shareholders. All of the foregoing may affect the marketability of the
Common Stock.
We will pay substantially all the expenses incident to this offering of Shares
by the Selling Shareholders, other than brokerage and selling fees. The
Selling Shareholders will pay all applicable stock transfer taxes, transfer
fees and brokerage commissions or underwriting or other discounts. We have
agreed to indemnify the selling shareholders against certain liabilities,
including liabilities under the Securities Act.
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In order to comply with certain states' securities laws, if applicable, the
common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and we or Selling Shareholders comply with the applicable
requirements.
We may be required to file a supplemental Reoffer Prospectus in connection with
any activities involving a seller which may be deemed to be an "underwriting."
In that case, a supplement to this Reoffer Prospectus would contain
(1) information as to whether an underwriter selected by a seller, or
any other broker-dealer, is acting as principal or agent for the
seller,
(2) the compensation to be received by an underwriter selected by a seller
or any broker-dealer, for acting as principal or agent for a
seller and
(3) the compensation to be received by any other broker-dealer, in the
event the compensation of such other broker-dealers is in excess of
usual and customary commissions.
Any broker or dealer participating in any distribution of the shares may be
required to deliver a copy of this Reoffer Prospectus, including any Reoffer
Prospectus supplement, to any individual who purchases any shares from or
through such a broker-dealer.
OUR COMMON STOCK
Common Stock
We can issue up to 50,000,000 shares of Common Stock, $0.001 par value per
share. Our stockholders are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. A majority of our
outstanding Common Stock can elect the entire Board of Directors of the
Company. Our bylaws say that a majority of the outstanding shares is a
quorum for shareholders' meetings, except if the bylaws or a law say
otherwise.
Our Shareholders have no preemptive rights to acquire additional shares of
Common Stock or other securities. Our Common Stock is subject to redemption
and will carry no subscription or conversion rights. If we liquidate, our
Common Stock will be entitled to share equally in corporate assets after
satisfaction of our bills. The shares of Common Stock, once issued, is
fully paid and non-assessable.
Our stockholders can receive dividends if the Board of Directors decides to
do so and if we have the funds legally available. We intends to expand our
business through reinvesting our profits, if we have any, and don't expect
to pay dividends.
Our Directors have the authority to issue shares without action by the
shareholders.
Stock Option Plan
On October 27, 1999, we adopted a stock option plan to reward key officers and
directors. The Plan allows us to give stock options for up to 1,000,0000
shares of common stock. We call the Plan the 1999 KEY EMPLOYEE/DIRECTOR
STOCK OPTION PLAN.
Transfer Agent
The transfer agent for the shares of Common Stock of the Company is Corporate
Stock Transfer, 370 17th Street Suite 2350, Denver, Colorado 80202.
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INDEMNIFICATION
Our Articles of Incorporation, as amended, limit, to the maximum extent
permitted by law, the personal liability of our directors and officers for
monetary damages for breach of their fiduciary duties as directors and
officers, except in certain circumstances involving certain wrongful acts,
such as a breach of the director's duty of loyalty or acts of omission which
involve intentional misconduct or a knowing violation of law.
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.
Our Charter provides that a director or officer is not be personally liable
to us or our 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 Nevada Revised Statures,
78.300. In addition, Nevada Revised Statutes, 78.751 and Article VII of our
Bylaws, 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 our
Bylaws.
In general, any director of officer (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 us),
whether civil, criminal, administrative or investigative (a "Proceeding") by
reason of the fact that the Indemnitee is or was a director or officer of us
or is or was serving in any capacity for us 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 us 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 by us 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 we can 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 our obligation of indemnification by granting a security
interest or other lien on any of our assets (including cash) and the
establishment of a letter of credit, guaranty or surety.
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We and Interactive Systems, Inc., our wholly-owned subsidiary (ISI), have
entered into agreements with each of their respective directors, executive
officers and significant employees providing for indemnification by us and
by ISI of each of them to the extent permitted by our respective Charters
and Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
Our attorney, Charles A. Cleveland, P.S., Spokane, Washington will pass upon
the validity of the issuance of the shares of common stock offered hereby and
certain other legal matters. Charles A. Cleveland, the sole shareholder of
the law firm, beneficially owns 100,000 shares of common stock and is a
Selling Shareholder.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Reoffer Prospectus by reference from the
Company's Annual Report on Form 10-KSB and 10-KSB/A for the Year ended
December 31, 1998 have been audited by Clancy & Co., P.L.L.C., Certified
Public Accountants, independent auditors, as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing as stated in their report.
Item 5. Interests Of Named Experts And Counsel.
Charles A. Cleveland, P.S., Spokane, Washington will pass upon the validity
of the issuance of the shares of common stock offered hereby and certain
other legal matters. Charles A. Cleveland, the sole shareholder of the law
firm, beneficially owns 100,000 shares of common stock. The 100,000 shares
of Common Stock constitute a significant interest, as that term is defined
under Item 509 of Regulation S-K.
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.
ARTICLES AND BYLAWS. The Company's Articles of Incorporation and the
Company's Bylaws provide that the Company shall, to the fullest extent
permitted by law, indemnify all directors of the Company, as well as any
officers or employees of the Company to whom the Company has agreed to grant
indemnification.
Item 7. Exemption From Registration Claimed.
All shares of common stock were believed issued pursuant to an exemption to
registration provided under Section 4(2), of the Securities Act of 1933.
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Item 8. Exhibits And Financial Statement Schedules.
Certain of the following exhibits are filed as part of this registration
statement.
The following are filed as exhibits to this Registration Statement:
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ------------ ------
Instruments defining the rights of security holders
including indentures
4.2 Amended and Restated Articles of Incorporation,
dated January 13, 1995, of the Company. Incorporated
by reference to the Company's Annual Report on Form
10-KSB for the Fiscal year ended December 31, 1998.
4.3 By-laws of the Company, dated January 13, 1995.
Incorporated by reference to the Company's Annual
Report on Form 10-K, for the fiscal year ended
December 31, 1998.
5 Opinion of Charles A. Cleveland, re: Legality 14
24.1 Consent of Clancy and Co., P.L.L.C., Certified
Public Accountants 14
25.1 Consent of Charles A. Cleveland, Attorney At Law
(See Exh. 5) 14
Powers of Attorney (contained on Sequential page 13
of this Registration Statement)
Item 9. Undertakings.
(a) The Registrant hereby undertakes
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) 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;
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to the included in a post-effective amendment by
those Paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in the registration statement.
(2) That, for the purpose 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.
(3) 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.
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(b) 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
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of 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
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 of 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 Las Vegas, State of Nevada, on the 10th day of
November, 1999.
DEFINITION, LTD.
By: ______________________
Donna Anderson
Title: President, Chief Executive Officer
By: ______________________
Charles Kiefner
Title: Chairman, Secretary
Date: November 10, 1999
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Donna Anderson, as his/her true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or Blue Sky filings,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying the confirming all that said attorney-
in-fact and agent, or any substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:
Signature Title Date
- --------- ----- ----
___________________ President and Director November 10, 1999.
/s/ Donna Anderson
___________________ Chairman, Secretary and November 10, 1999.
/s/ Charles Kiefner Director
____________________ Director November 10, 1999.
/s/ Steven Gallagher
____________________ Director November 10, 1999.
/s/ Frankie Randall
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Exhibit 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Definition, Ltd. of our report on examination of the financial
statements of Definition, Ltd.'s for the years ended December 31, 1998,
dated August 9, 1999, appearing in the Annual Report to Stockholders for the
year ended December 31, 1998 and incorporated in the Company's Annual Report
on Form 10-KSB and to the use of our name, and the statements with respect to
us, as appearing under the heading "Experts" in the Reoffer Prospectus.
/s/ Clancy & Company, P.L.L.C.
Certified Public Accountants
Phoenix, Arizona
November 10, 1999
Exhibit 5
November 8, 1999
Definition, Ltd.
4625 W. Nevso Drive
Suite 2, Las Vegas, NV 89103
Re: Definition, Ltd. -- Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Definition, Ltd., a Nevada corporation (the
"Company"), in connection with the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of an aggregate of 976,250 shares (the "Shares") of the
Company's Common Stock, par value $0.001 per share ("Common Stock"), all of
which may be sold by certain stockholders of the Company, namely, Guy E.
Evans, Bianca Hodge, Laura M. Kough, John Anderson, and Charles A. Cleveland
(the "Selling Stockholders").
I have examined the Registration Statement and such documents and records of
the Company and other documents as I had deemed necessary for purposes of
this opinion. We have not made any independent review or investigation of
the organization, existence, good standing, assets, business or affairs of
the Company, or of any other matters. In rendering our opinion, we have
assumed without inquiry the legal capacity of all natural persons, the
genuineness of all signatures, and the authenticity of all documents
submitted to us.
We have not undertaken any independent investigation to determine facts bearing
on this opinion, and no inference as to the best of our knowledge of facts
based on an independent investigation should be drawn from this
representation.
In rendering the following opinion as to the proposed transaction, I have
made the following assumptions: the shares were issued by the Company for
bona fide services to the Company; the services performed were not for
capital-raising transactions and did not or do not directly or indirectly
promote or maintain a market for the Company's stock; and all of the Selling
Shareholders are natural persons.
Based upon the foregoing, I am of the opinion that upon the happening of the
following events,
(a) due action by the Board of Directors of the Company authorizing the
issuance and/or sale of the Shares by the Selling Shareholders;
(b) filing of the Registration Statement and any amendments thereto and the
becoming effective of the Registration Statement;
(c) due execution by the Company and registration by its registrars of
the Shares of the Selling Shareholders and sale thereof as contemplated by
the Registration Statement and in accordance with the aforesaid corporate
and governmental authorizations; and,
(d) Selling Shareholders acting in compliance with the terms and conditions
of Rule 144, specifically, Rule 144(e), as required by General Instructions
to Form S-8.
The Shares are duly authorized for issuance and are validly issued, fully
paid and nonassessable.
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I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions
contained herein.
For purposes of Item 509, of Regulation S-K, I will receive a contingent
interest of 100,000 shares of Common Stock of the Company, for services
performed in connection with the filing of the registration statement on
Form S-8, as well as other legal services on behalf of the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or
relied upon by any other person, firm or corporation for any purpose without
our prior express written consent.
Very truly yours,
CHARLES A. CLEVELAND, P.S.
By: ______________________
/s/ Charles A. Cleveland
CAC:lrb
Definition, Ltd.
November 8, 1999
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