SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PRODUCERS ENTERTAINMENT GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4233050
State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
5757 WILSHIRE BOULEVARD, PENTHOUSE ONE 90036
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
FINANCIAL CONSULTING AGREEMENT
(Full Title of The Plan)
IRWIN MEYER
5757 WILSHIRE BOULEVARD, PENTHOUSE ONE
LOS ANGELES, CALIFORNIA 90036
(Name and Address of Agent For Service)
(323)634-8634
(Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
LINDA GIUNTA MICHAELSON, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, 350,000 Shares $0.30 (1) $105,000 (1) $ 30
par value $.001 per share
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, and based upon the exercise price of the option pursuant to
which such shares may be acquired.
<PAGE>
PART I*
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1998;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1998;
(c) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed by the
Registrant on September 9, 1996 pursuant to Section 12 of the
Exchange Act.
(d) All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article VI of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.
Article VII of the Registrant's Bylaws provides for the indemnification
of officers, directors and third parties acting on behalf of the Registrant if
such person acted in good faith and in a manner reasonably believed to be in and
not opposed to the best interest of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
In addition, the Registrant has purchased insurance pursuant to which
its directors and officers are insured against liability which they may incur in
their capacity as such.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
10.1 Financial Consulting Agreement, dated December 9, 1998, by and
between the Registrant and Strategic Capital Consultants, Inc.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP, Public
Accountants.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 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;
(2) That, for the purpose of determining any liability
under the Securities 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
this offering; and
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an 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 registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
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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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California as of December 9,
1998.
THE PRODUCERS ENTERTAINMENT LTD.
(Registrant)
By: /s/ Irwin Meyer
-----------------------
Irwin Meyer
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Irwin Meyer and Arthur H. Bernstein and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by the 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.
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Signature Title Date
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Chief Executive Officer and Director December 9, 1998
/s/ Irwin Meyer (Principal Executive Officer)
- ----------------------------
Irwin Meyer
/s/ Lawrence S. Jacobson President and Director December 9, 1998
- ----------------------------
Lawrence S. Jacobson
Executive Vice President and Director
(Principal Financial Officer and Principal December 9, 1998
/s/ Arthur H. Bernstein Accounting Officer)
- ----------------------------
Arthur H. Bernstein
/s/ Michael Collyer Director December 9, 1998
- -----------------------------
Michael Collyer
/s/ Gilbert J. Spiegel Director December 9, 1998
- -----------------------------
Gilbert J. Spiegel
/s/ Michael Iscove Director December 9, 1998
- -----------------------------
Michael Iscove
/s/ Thomas A. Daniels Director December 9, 1998
- -----------------------------
Thomas A. Daniels
/s/ Salvatore "Sonny" Grosso Director December 9, 1998
- ------------------------------
Salvatore "Sonny" Grosso
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
10.1 Financial Consulting Agreement, dated December 9, 1998, by and between
the Registrant and Strategic Capital Consultants, Inc.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP, Public Accountants.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
LETTERHEAD OF
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
December 9, 1998
The Producers Entertainment Group Ltd.
5757 Wilshire Boulevard, Penthouse One
Los Angeles, California 90036
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to which this letter is attached as Exhibit 5.1
filed by The Producers Entertainment Group LTD., a Delaware corporation (the
"Company"), in order to register under the Securities Act of 1933, as amended
(the "Act"), 350,000 shares of Common Stock, no par value per share (the
"Shares"), of the Company issuable pursuant to an option granted to Strategic
Capital Consultants, Inc. ("Consultant") pursuant to that certain Financial
Consulting Agreement, dated December 9, 1998, between the Company and Consultant
(the "Plan").
We are of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Plan, the Shares will
be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to use of our name in the Prospectus constituting a part thereof.
Respectfully submitted,
/s/ TROOP STEUBER PASICH
REDDICK & TOBEY, LLP
TROOP STEUBER PASICH
REDDICK & TOBEY, LLP
FINANCIAL CONSULTING AGREEMENT
THIS FINANCIAL CONSULTING AGREEMENT ("Agreement") is made and entered
into this 9th day of December 1998 (the "Effective Date") by and between THE
PRODUCERS ENTERTAINMENT GROUP LTD., a Delaware corporation ("Company") and
STRATEGIC CAPITAL CONSULTANTS, INC. ("Consultant").
RECITALS
Company desires to engage Consultant to perform certain consulting
services for it, and Consultant desires, subject to the terms and conditions of
this Agreement, to perform financial consulting services for Company.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND UNDERTAKING
HEREIN CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED THE PARTIES AGREE AS FOLLOWS:
1. ENGAGEMENT OF CONSULTANT
Company hereby engages Consultant and Consultant hereby agrees to hold
itself available to render, and to render at the request of the Company,
independent advisory and consulting services for the Company to the best of its
ability, upon the terms and conditions hereinafter set forth. Such consulting
services shall include but not be limited to advise and counseling on matters
pertaining to mergers and acquisitions and corporate business development.
2. TERM
The term of this Agreement ("Term") shall begin as of the Effective
Date and shall terminate on June 14, 1999.
3. COMPENSATION
As compensation for all services rendered by Consultant pursuant to
this Agreement, Company shall compensate Consultant as follows:
3.1 Company shall pay to Consultant the sum of Five Thousand
($5,000) Dollars per month throughout the Term of this
Agreement.
3.2 Company shall pay to Consultant the additional one-time sum of
Ninety-Five Thousand ($95,000.00) Dollars, which amount is
currently due and payable.
3.3 Company shall reimburse Consultant Three Hundred ($300.00)
Dollars per month for telephone expenses and any reasonable
out-of-pocket expenses incurred while performing services on
behalf of Company on an itemized monthly basis. Expenses not
to exceed One Thousand ($1,000.00) Dollars without prior
Company approval.
3.4 In lieu of receiving the dollar amounts payable by the Company
to Consultant pursuant to this Agreement, Consultant shall
have the right, and the Company hereby grants Consultant the
option (the "Option"), to purchase up to 350,000 shares (the
"Shares") of Common Stock, par value $.001 per share, of the
Company, at an exercise price of $0.30 per Share, which
exercise price may be paid by Consultant ONLY by forgiveness
and cancellation by Consultant of amounts owing to it under
this Agreement. Consultant may exercise the Option and
purchase the Shares at any time after the date hereof and on
or before December 31, 2000, at which time the Option shall
terminate (but any amounts still owing to Consultant under
this Agreement shall remain outstanding). The Company agrees
to register the Shares underlying the Option with the
Securities and Exchange Commission (the
<PAGE>
"Commission") on a registration statement on Form S-8 under
the Securities Act of 1933, as amended, on or before December
31, 1998, and Consultant agrees not to exercise the Option in
whole or in part until such registration statement is filed
with, and declared effective by, the Commission.
4. INDEPENDENT CONTRACTOR
It is expressly agreed that Consultant is acting as an independent
contractor in performing its services hereunder. Company shall carry no workers
compensation insurance or any health or accident insurance to cover Consultant.
Company shall not pay any contributions to social security, unemployment
insurance, Federal or state withholding taxes nor provide any other
contributions or benefits that might be expected in an employer-employee
relationship.
5. ASSIGNMENT
This Agreement is a personal one being entered into in reliance upon
and in consideration of the singular personal skill and qualification of
Consultant. Consultant shall therefore not voluntarily or by operation of law
assign or otherwise transfer the obligations incurred on its part pursuant to
the terms of this Agreement without the prior written consent of the Company.
Any attempt at assignment to transfer by Consultant of its obligation without
such consent shall be wholly void.
6. GENERAL PROVISIONS
6.1 Governing Law and Jurisdiction.
------------------------------
This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California. Each of the
Parties hereto consents to such jurisdiction for the enforcement of
this Agreement and matters pertaining to the transaction and activities
contemplated hereby.
6.2 Notices.
--------
All notices and other communications provided for or permitted
hereunder shall be made by hand delivery, first class mail, telex or
telecopier, addressed as follows:
PARTY ADDRESS
Company Irwin Meyer
Chief Executive Officer
The Producers Entertainment Group Ltd.
5757 Wilshire Blvd.
Penthouse 1
Los Angeles, CA 90036
Consultant Todd Sanders
Strategic Capital Consultants, Inc.
5757 Wilshire Blvd.
Penthouse 1
Los Angeles, CA 90036
All such notices and communication shall be deemed to have been duly given, when
delivered by hand, if personally delivered; five (5) business days after deposit
in any United States Post Office in the continental United States, postage
prepaid, if mailed, when receipt is acknowledged or confirmed, if telecopies.
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6.3 Attorney's Fees.
----------------
In the event a dispute arises with respect to this Agreement,
the party prevailing in such dispute shall be entitled to recover all
expenses, including, without limitation, reasonable attorney's fees and
expenses incurred in ascertaining such party's rights, in preparing to
enforce or in enforcing such party's rights under this Agreement,
whether or not it was necessary for such party to institute suit.
6.4 Complete Agreement.
-------------------
This Agreement supersedes any and all of the other agreements,
either oral or in writing, between the Parties with respect to such
subject matter in any manner whatsoever. Each Party to this Agreement
acknowledges that no representations, inducements, promises or
agreements, oral or otherwise, have been made by any Party, or anyone
herein, and that no other Agreements, statement or promise not
contained in this Agreement may be changed or amended only by an
amendment in writing signed by both of the Parties or their respective
successors-in-interest.
6.5 Binding.
--------
This Agreement shall be binding upon and inure to the benefit
of the successors-in-interest assignees and personal representatives of
the respective parties.
6.6 Unenforceable Terms.
--------------------
Any provision hereof prohibited by law or unenforceable under
the law of any jurisdiction in which such provision is applicable shall
as to such jurisdiction only be ineffective without affecting any other
provision of this Agreement. To the full extent, however, that such
applicable law may be waived to the end that this Agreement be deemed
to be a valid and binding agreement enforceable in accordance with its
terms, the Parties hereto hereby waive such applicable law knowingly
and understanding the effect of such waiver.
6.7 Execution in Counterparts.
--------------------------
This Agreement may be executed in several counterparts and
when so executed shall constitute one agreement binding on each of the
Parties notwithstanding that each of the Parties are not signatory to
the original and same counterpart.
6.8 Further Assurances.
-------------------
From time to time each Party will execute and deliver such
further instruments and will take such other action as any other Party
may reasonable request in order to discharge and perform their
obligations and agreements hereunder and to give effect to the
intentions expressed in this Agreement.
6.9 Incorporation by Reference.
---------------------------
All exhibits referred to in this Agreement are incorporated
herein in their entirety by such reference.
6.10 Miscellaneous Provisions.
-------------------------
The various headings and numbers herein and the grouping of
provisions of this Agreement into separate articles and paragraphs are
for the purpose of convenience only and shall not be considered a part
hereof. The language in all parts of this Agreements shall in all cases
be construed in accordance with its fair meanings as if prepared by
both Parties to the Agreement and not strictly for or against either of
the Parties.
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<PAGE>
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY
The Producers Entertainment Group Ltd.,
A Delaware Corporation
By: /s/ Irwin Meyer
-------------------
Irwin Meyer, CEO
CONSULTANT
Strategic Capital Consultants, Inc.
A California Corporation
By: /s/ Todd Sanders
--------------------
Todd Sanders, President
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated October 5, 1998 accompanying the
consolidated financial statements of The Producers Entertainment Group Ltd. and
subsidiaries appearing in the 1998 Annual Report of the Company to its
shareholders included in the Annual Report on Form 10-K for the year ended June
30, 1998 which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
December 10, 1998
