As filed with the Securities and Exchange Commission on March 16, 1999.
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)
AGREEMENTS FOR SERVICES
(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)
(561) 844-7701
(Telephone Number, including area code, of agent for service)
Copy to:CHARLES A. CLEVELAND, P.S.Charles A. Cleveland, Esquire1212 North
Washington, Suite 304Spokane, Washington 99201-2401(509) 326-1029
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
Calculation Of Registration Fee
Proposed Proposed
maximum maximum
offering price aggregate offering
Title of Securities Amount to be price per price per share
Amount of
to be registered registered share [1] price [1] price[1]
registration fee
Common Stock,
$0.001 par value 950,000 shares $1.20[1] $950,000 $ 264.01[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
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
PROSPECTUSDEFINITION, LTD.950,000 Shares of Common Stock($0.001 par value per
share) Issued and to be Issued
Pursuant to Agreements for Services
This Prospectus is part of a Registration Statement which registers 950,000
shares of Common Stock, $0.001 par value per shares (the "Common Stock"),
of Definition, Ltd., a Nevada corporation (the "Company"), which are issued,
as described herein, to: (1) Orville Baldridge ("Baldridge"), Consultant to
the Company, pursuant to a Consulting Agreement under which the Company will
issue 931,000 shares of Common Stock to Baldridge (the "Baldridge
Securities"); (2) Lana R. Dieringer, Attorney At Law, ("Dieringer"
, pursuant to an agreement as to unpaid legal services, under which the
Company will issue 5,000 shares of Common Stock to Dieringer (the "Dieringer
Securities"); (3) Neil M. Leibman, ("Leibman"), legal counsel and consultant
to the Company, under which the Company will issue 5,000 shares of Common
Stock to Liebman (the "Liebman Securities"); and (4) Charles A. Cleveland,
P.S., Attorney At Law, ("Cleveland"), legal counsel to the Company, pursuant
to an Engagement Agreement under which the Company will issu
to Cleveland (the "Cleveland Securities"). Baldridge Dieringer, Liebman, and
Cleveland are selling shareholders under this Prospectus and are collectively
referred to herein as the "Selling Shareholders".
All of the Baldridge Securities were issued to Orville Baldridge pursuant to
a written compensation contract which provides for the issuance of the
Baldridge Securities. All of the Dieringer and Liebman Securities will be
issued as repayment of indebtedness for certain legal and consulting services
previously rendered. All of the Cleveland Securities will be issued in
return for legal services in connection with this Registration Statement.
None of the securities are or will be issued pursuant to any progr
ministered by either the Board of Directors of the Company or any committee
of the Board of Directors organized for that purpose.
The Company has been advised by the Selling Shareholders that they may sell
all or a portion of their 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 Dieringer Securities under the
terms of the aforementioned Consulting and Legal Services Agreement shall,
under any circumstance, create any implication that there has been
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 19, 1999.
AVAILABLE INFORMATION
The Company (File No. 0-20598) 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, proxy and
information statements filed pursuant to the Exchange Act and other
information filed with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission. Copies of such
t prescribed rates from the Public Reference Section of the Commission at
its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Kluczynski Federal Building, 230 South Dearborn Street,
Chicago, Illinois 60604; and New York Regional Office, 75 Park Place, 14th
Floor, New York, New York 10007. The Commission maintains a Web site that
contains reports, proxy and information statements and other i
s that file electronically with the Commission at the following address:
(http://www.sec.gov). In addition, the reports of, proxy and information
statements filed pursuant to the Exchange Act by, and other information
concerning, the Company, whose securities are included in the Over-the-
Counter Bulletin Board ("OTCBB"), can be inspected at the offices f the
National Association of Securities Dealers, Inc., 1735 R Street, N.W.,
Washington, D.C. 20006.
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 950,000 shares of the Company's Common
Stock, issued to consultants and attorneys for the Company pursuant to
agreements for services. 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. Refere
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
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:
The Company's latest Annual Report on Form 10-KSB for the year ended December
31, 1997.
The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30,
1998.
The Company's Quarterly Report on Form 10-QSB for the period ended September
30, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30,
1997
The Company's Quarterly Report on Form 10-QSB for the period ended September 30,
1997.
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended March 31,
1997.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30,
1996;
The Company's Quarterly Report on Form 10-QSB for the period ended March 31,
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended September
30, 1996.
The Company's Amended Annual Report on Form 10KSB for the year ended December
31, 1996; 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 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 fo
o 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;
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus,
and, if given or made, such information and representation must not be relied
upon as having been authorized by Definition, Ltd.. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any state to any person to whom it is
unlawful to make such offer in such state. Neither the delivery
es made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of Definition, Ltd. since the date
hereof
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 utili
op 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.
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 copyrig
ewsreels, music books and educational footage. The Company 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.
The Company 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
expecte
es and sales involving both large and small vendors and craftsmen located
primarily in the Verona, Italy, area.
AGREEMENTS FOR SERVICES
AND ISSUANCE OF COMMON STOCK
General
On March 9, 1999, the Company entered into a Consulting Agreement with
Orville Baldridge ("Baldridge"), (individually a Selling Shareholder). The
Company will issue 931,000 shares of Company Common Stock pursuant to such
Consulting Agreement. Under the terms of the Consulting Agreement, Baldridge
has agreed to provide consulting services with respect to identification of
merger and acquisition candidates as well as to assist in the proper
structure of any such acquisition opportunities for the Company.
During 1998 the Company used the legal services of Lana R. Dieringer to
assist the Company in certain litigation involving the Company. Because the
Company has limited income and cash flow for fiscal year 1998, it was not
able to pay for the services rendered by Ms. Dieringer. As of the date of
filing this Registration Statement, the Company was indebted to Dieringer in
the total amount of $6,285. The Company has obligated itself to pay that
indebtedness by the issuance of shares of its Common Stoc
s agreed to accept 5,000 shares of the Company's Common Stock in
satisfaction of this indebtedness for services previously rendered. The
Company will issue 5,000 shares of Common Stock of the Company pursuant to
such agreement.
On March 9, 1999, the Company issued 5,000 shares of Company Common Stock to
Neil Leibman, as compensation to Mr. Leibman for providing consulting and
legal services to the Company. As of the date of filing this Registration
Statement, the Company was indebted to Leibman in the total amount of
$5,975. The Company has obligated itself to compensate for such consulting
and legal services by the issuance of shares of its Common Stock and
Leibman has agreed to accept 5,000 shares of the Company's Co
tisfaction of this indebtedness for services previously rendered.
On March 16, 1999, the Company is expected to issue 9,000 shares of Company
Common Stock to Charles A. Cleveland, P.S., attorneys at law, in return for
the performance of certain legal services related to this Registration
Statement.
This Prospectus relates to the 950,000 shares issued to Baldridge, Dieringer,
Leibman, and Cleveland. 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 Baldridge, Dieringer, Liebman, and Cleveland Securities
will result in the recognition of taxable income to the Selling Shareholders
Correspondingly, the Company will be entitled to a deduction equal to the
amount of ordinary income charged to the Selling Shareholders, namely,
approximately $950,000.
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 SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the
amount of shares of Common Stock held, directly or indirectly, the amount of
Common Stock to be owned by the Selling Shareholders following sale of such
shares of Common Stock and the percentage of shares of Common Stock to be
owned by the Selling Shareholders following completion of such offering
(based on 10.535,373 shares of Common Stock of the Company outstanding as of
the date of this Prospectus).
Number of Shares to Percentage
Name of Shares Shares to Be Owned To Be Owned
Selling Shareholders Owned Be Offered After Offering After Offe
ring
Orville Baldridge Unknown 931,000 931,000
100%
Charles A. Cleveland -0- 9,000 -0- -0-
Neil Leibman Unknown 5,000 -0- -0-
Lana R. Dieringer Unknown 5,000 - 0 -
- 0 -
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue up to 100,000,000 shares of Common Stock,
$0.001 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 ele
he 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 Corporate
Stock Transfer, 370 17th Street Suite 2350, Denver, Colorado 80202.
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 t
corporation 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
e 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 Nevada Revised Statures, 78.300. In addition, Nevada Revised
Statutes, 78.751 and Article VII of the Bylaws of the Company, u
vided 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
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
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
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) o
ment of a letter of credit, guaranty or surety.
The Company and Interactive Systems, Inc., the Company's wholly-owned
subsidiary (ISI), have entered 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
y 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
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 Charles A. Cleveland, P.S., Spokane, Washington.
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, 1997,
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 Stateme
the date of filing of such documents.
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-QSB for the period ended March
31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30,
1998.
(d) The Company's Quarterly Report on Form 10-QSB for the period ended
September 30, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30,
1997
The Company's Quarterly Report on Form 10-QSB for the period ended September 30,
1997.
(f) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1996.
The Company's Quarterly Report on Form 10-QSB for the period ended March 31,
1997.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30,
1996;
The Company's Quarterly Report on Form 10-QSB for the period ended March 31,
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended September
30, 1996.
(j) The Company's Amended Annual Report on Form 10KSB for the year ended
December 31, 1996; and
(k) 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,
$0.001 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 ele
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 Shareholders are: (1) consultants to the Company; (2) legal
counsel to the Company. Such Selling Shareholders will be receiving an
interest in the Registrant. The 931,000 shares of Common Stock to be issued
to Orville Baldridge constitutes a significant interest, as that term is
defined under Item 509 of Regulation S-K, since the fair market value of the
securities to be received may exceed $1,117,200 (assuming a fair market value
of $1.20 per share and issuance of 931,999 shares).
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 the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934 or the Rules and
Regulations of the Securities and Exchange Commission thereunder may be
permitted under said indemnification provisions of the law, or otherwise,
the Company has been advised that, in the opinion of the Securities and
Exchange Commission, any such indemnification is against public policy and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Inasmuch as the consultants who received shares of Common Stock of the
Company are knowledgeable, sophisticated and had access to comprehensive
information relevant to the company, the transactions were undertaken in
reliance on the exemption from registration provided by Section 4(2) of the
Act. As a condition precedent to such grants, the consultants are 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
t to an effective Registration Statement.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
Sequentially
Numbered
Exhibit No. Description Page
4.1 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, 1996.
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, 1996.
5 Opinion of Charles A. Cleveland, re: Legality
10.1 Consulting Agreement, dated as of March 9, 1999,
between Registrant and Orville Baldridge
24.1 Consent of Clancy and Co., PLLC, Certified Public Accountants
24.2 Consent of Charles A. Cleveland, Attorney At Law
25.1 Powers of Attorney (contained on Sequential page of this
Registration Statement)
Item 9. Undertakings.
(a) Rule 415 Offering. 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:
(A) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement); (C) 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)(A) and (a)(1)(B) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment filed by
the Company pursuant to Section 13 of Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(b) Filings incorporating subsequent Exchange Act documents by reference. The
undersigned Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) of Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the r
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) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 th
ification 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 wheth
s 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 Lake Park, State of Florida, on the 19 day of
March, 1999.
DEFINITION, LTD.
By:
Charles Kiefner
Title: President, Chief Executive Officer, and Secretary
By:
Elmer J. Jones
Title: Vice-President, Treasurer
Date:
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Charles Kiefner, as his 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 fil
nd 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
March 19, 1999.
Charles Kiefner
Vice-President, Treasurer,
and March 19, 1999.
Elmer J. Jones Director
Director
March 19, 1999.
William B. Turner
Exhibit 23.1
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, 1997 and
1996, dated September 21, 1998, appearing in the Annual Report to
Stockholders for the year ended December 31, 1997 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 "Exper
Clancy & Company, P.L.L.C.
Certified Public Accountants
Phoenix, Arizona
March 19, 1999
