As filed with the Securities and Exchange Commission on February 22, 2000.
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 1,000,000 shares $1.12 [1] $ 1,120,000 $311.36[2]
[1] The maximum offering price was calculated pursuant to Rule 457(c), based
upon the closing bid price for the Common Stock on February 14, 2000.
[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 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
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REOFFER PROSPECTUS
DEFINITION, LTD.
1,000,000 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 9, 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". The Selling Shareholders
include officers and directors who received stock instead of salaries and
cost reimbursements and Kevin Smith, who received his stock for consulting
services rendered.
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 the volume limitations
under Rule 144(e) of the Securities Act.
Our common stock is quoted on the OTC Electronic Bulletin Board (Symbol: DFNL).
On February 14, 2000, the closing price of the common stock was $1.12 per share.
See "Risk Factors" beginning on page 7 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 February 22, 2000.
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TABLE OF CONTENTS
Where You Can Find More Information................................... 6
Forward-Looking Statements............................................ 6
About Us.............................................................. 7
Risk Factors.......................................................... 7
Use of Proceeds....................................................... 9
Selling Stockholders.................................................. 9
Plan of Distribution.................................................. 10
Our Common Stock...................................................... 11
Indemnification....................................................... 12
Legal Matters......................................................... 13
Experts............................................................... 13
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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:
(1) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 1998;
(2) The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1999;
(3) The Company's Quarterly Report on Form 10-QSB for the period ended
June 30,1999;
(4) The Company's Quarterly Report on Form 10-QSB for the period ended
September 30,1999;
(5) The Company's Report on Form 8-K for December 8, 1999; and,
(6) 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.
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.
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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
e 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 was WINQ-TV 19, in West Palm
Beach, Florida. We sold that station in November 1999. In January 2000 we
announced a transaction with MegaMedia Networks, Inc., an Internet based
company. In February 2000 we announced a transaction with RBSI, a Nevada
corporation, involved in the Automated Teller Machine and Electronic Fund
Transfer data processing industry.
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.
The Company engages in commerce through enhanced communications. The Company
intends to become a leader in all phases of high technology communications
media, television, wireless telephone/fax/Internet service, television
advertising, computer hardware and software, and travel services. There is,
of course, no assurance that the Company will be successful in its business.
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.
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.
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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.
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 43.04% 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
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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 informercials, 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.
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 Date
Selling Shareolder Owned Be Offered After Offering After Offering Issued
JOHN ANDERSON(3) 2,250,000 250,000 2,000,000 15.68%
797 North High Road
Palm Springs, CA 92262
DONNA ANDERSON(3) 250,000 250,000 -0- -0-
797 North High Road
Palm Springs, CA 92262
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CHARLES R. KIEFNER 3,738,450 250,000 3,488,450 27.36%
238 Wilshire Boulevard
Casselberry, FL 32707
KEVIN SMITH 250,000 250,000 -0- -0-
1135 Terminal Way
#209
Reno, NV 89508
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. Donna Anderson, John Anderson, and Charles Kiefner, all
received their stock as compensation for salaries and expenses incurred over
the past 2 and 1/2 years. Kevin Smith, received his stock for consulting
services rendered for the Company in identification of merger and acquisition
candidates as well as to assist in the proper structure of the acquisition.
(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 February 16, 2000 upon the exercise of
options or warrants.
(2) Based upon 12,751,227 shares of Common Stock issued and outstanding as of
February 10, 2000. 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) Some of Mr. Anderson's shares were obtained from Sterling Consulting, Inc.
Mr. Anderson is the spouse of our President, Donna Anderson. All shares of
Common Stock owned by either John Anderson or Donna Anderson are owned as
community property and should be deemed owned by both. The secretary of
Sterling Consulting, Inc. is Charles Kiefner who is also our Chair of
the Board of Directors and Secretary. 1,500,000 shares are owned directly
by the Dilaura Revocable Living Trust, the trustee of which is Donna
Anderson, and the beneficiaries are John Anderson, Donna Anderson, and
their children.
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.
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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
the volume limitations under Rule 144(e) of 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.
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.
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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
In November, 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, 3200 Cherry Creek Drive, Suite 430, Denver, Colorado 80209.
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
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Statutes, 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.
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 special 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 approximately 70,000 shares of common
stock. The 70,000 shares of common stock constitute a significant interest,
as that term is defined under Item 509 of Regulation S-K.
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., PLLC, 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.
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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 approximately 70,000 shares of common stock. The 70,000
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.
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
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 31,1998.
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 19
10 Consulting Agreement between the Company and Kevin Smith 17
23.1Consent of Clancy and Co., PLLC, Certified Public Accountants. . 19
23.2Consent of Charles A. Cleveland, Attorney At Law. . . . . . . . 19
24.1Powers of Attorney (contained on Sequential page 16 of this
Registration Statement)
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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.
(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 herein, 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.
15
<PAGE>
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 22nd day of
February 2000.
DEFINITION, LTD.
By:
Donna Anderson
Title: President, Chief Executive Officer,
By:
Charles Kiefner
Title: Chairman, Secretary
Date:
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 February 22, 2000.
Donna Anderson
_____________________ Chairman, Secretary and February 22, 2000.
Charles Kiefner Director
_____________________ Director February 22, 2000.
John Anderson
16
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Exhibit 10
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made on January 7, 2000, between,
Definition, Ltd., and Kevin Smith.
RECITALS
WHEREAS, the Company desires to be assured of the association and services
of Consultant in order to avial itself of the Consultant's experience, skills
abilities, background and knowledge to facilitate long range planning and to
execute the Company's business and marketing needs in an orderly and efficient
manner; the Company is therefore willing to engage the Consultant upon the
terms and conditions herein contained:
WHEREAS, the Consultant agrees to be engaged and retained by the Company in
accordance with the following terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and Conditions
contained herein, the Consultant and the Company agree as follows:
I. CONSULTING SERVICES, The Company hereby retains the consultant to:
1. Identify Merger and Acquisition candidates.
2. Assist in the Proper Structure of the Acquisition
2. TERM. The term of this Agreement shall be for a period of one year
commencing immediately and is renewable for a successive period of 6
months by mutual agreement.
3. COMPENSATION TO CONSULTANT. Definition, Ltd., agrees to compensate
Kevin Smith in the amount of: 250,000 shares of common stock.
4. RELATIONSHIP OF PARTIES. This agreement shall not constitute an
employer-employee relationship. It is the intention of each party that
the Consultant shall be an independent contractor and not an employee of the
Company. Consultant shall not have authority to act as the agent of the
Company except when such authority is specifically deldgated to the
Consultant by the Company. Subject to the express provisions herein, the
manner and means utilized by the Consultant in the performance of the
Consultants services hereunder shall be at the sole discretion of the
Consultant. All compensation paid to the Consultant thereunder shall
constitute earnings to the Consultant from self-employment income. The
Company shall not withhold any amounts therefrom as federal or state
income tax withholding from wages or as employee contributions under the
Federal Insurance Contributions Act (Social Security) or any similar federal
or state law applicable to employers and employees.
17
<PAGE>
5. EXPENSES. The Company agrees to pay all incurred by the consultant in
furtherance of the business of the Company, including travel, food, lodging
and entertainment expenses whenever possible and feasible to take advantage
of group discounts. The company will make travel and lodgin arrangements
for the consultant. The Company upon presentation of reasonably acceptable
receipts will reimburse additional expenses to the Consultant.
6. NOTICES. Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, postage prepaid,
addressed to the other party at the address appearing at the end of this
agreement. Either party may change its address by written notice made in
accordance with this section.
7. BENEIFT OF AGREEMENT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal representatives,
Administrators, Exectors, Successors, subsidiaries and affiliates.
8. GOVERNING LAW. This Agreement is made and shall be governed and construed
in accordance with the laws of the state, of Florida and it is agreed that
jurisdiction and venue of any actions pertaining to this Agreement will in
the City of Palm Springs, CA.
9. ASSIGNMENT. Any attempt by either party to assign any rights, duties
or obligations which arise under this Agreement without the prior written
consent of the other part shall be void, and shall constitute a breach of
the terms of this Agreement.
10. ENTIRE AGREEMNENT. MODIFICATION. This Agreement constitutes the
entire agreement between the Company and the Consultant. No promises.
Guarantees, Inducements, or agreements, oral or written, express or implied,
have been made other than as contained in this Agreement. This Agreement can
only be modified or changed in writing signed by the party or parties to be
charged.
11. COMPETITION. This Agreement shall be non-exclusive.
12. LITIGATION EXPENSES. If any action at law or in equity is brought be
either party to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs,
and disbursements in addition to any other relief to which it may be entitled.
IN WITNESS WHEREOF, the parties have executed this agreement on the day and
year first above written.
BY ________________________
/s/ Donna Anderson
President, CEO
Definition, Ltd.
BY ________________________
/s/ Kevin Smith
18
<PAGE>
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, 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 & Co., P.L.L.C.
Certified Public Accountants
Phoenix, Arizona
February 22, 2000
Exhibit 23.2
CONSENT OF CHARLES A. CLEVELAND, ATTORNEY AT LAW
February 22, 2000
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 "Registraton Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of an aggregate of 1,000,000 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
Charles R. Kiefner, Donna Anderson, John Anderson, and Kevin Smith (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 manners. 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 followng 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; all of the Selling
Shareholders are natural persons; and the Company has publicly disclosed
all material information.
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.
19
<PAGE>
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 retain a contingent interest
of approximately 70,000 shares of Common Stock of the Company, for certain
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
