SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title Of Securities Amount To Be Offering Price Aggregate Amount Of
To Be Registered Registered Per Share Offering Price Registration Fee
- ------------------- -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 300,000 Shares $0.50 (1) $150,000 (1) $42
per share
<FN>
- ----------
(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.
</FN>
</TABLE>
<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.
PAGE 2
<PAGE>
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 January 14, 1999, between
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).
PAGE 3
<PAGE>
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.
PAGE 4
<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 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 February 4,
1999.
THE PRODUCERS ENTERTAINMENT LTD.
(Registrant)
By: /S/ IRWIN MEYER
---------------------------
Irwin Meyer
Chief Executive Officer
PAGE 5
<PAGE>
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.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ IRWIN MEYER Chief Executive Officer
- ------------------------ and Director February 4, 1999
Irwin Meyer (Principal Executive Officer)
/S/ ARTHUR H. BERNSTEIN Executive Vice President
- ------------------------ and Director February 4, 1999
Arthur H. Bernstein (Principal Financial Officer
and Principal
Accounting Officer)
/S/ MICHAEL ISCOVE
- ------------------------ Director February 4, 1999
Michael Iscove
/S/ THOMAS A. DANIELS
- ------------------------ Director February 4, 1999
Thomas A. Daniels
PAGE 6
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
10.1 Financial Consulting Agreement, dated January 14, 1999, between
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).
PAGE 7
[LETTERHEAD OF TROOP STEUBER PASICH REDDICK & TOBEY, LLP]
EXHIBIT 5.1
February 4, 1999
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"), 300,000 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 January 14, 1999, 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
EXHIBIT 10.1
FINANCIAL CONSULTING AGREEMENT
THIS FINANCIAL CONSULTING AGREEMENT ("Agreement") is made and entered into
this 14th day of January 1999 (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 be limited to advising and counseling on matters pertaining to
the negotiation, restructuring and the transition of the mutual release and
termination of the production and employment agreements of Lawrence Jacobson &
Associates, Inc., SAG Productions, Inc., and Lawrence Jacobson and Salvatore
Grosso, respectively.
2. TERM
The term of this Agreement ("Term") shall begin as of the Effective Date
and shall terminate on February 28, 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 one-time sum of One Hundred and
Fifty Thousand ($150,000.00) Dollars, which amount is currently due
and payable.
3.2 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 300,000 shares (the "Shares") of Common
Stock, par value $.001 per share, of the Company, at an exercise price
of $0.50 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
February 28, 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 "Commission")
on a registration statement on Form S-8 under the Securities Act of
1933, as
<PAGE>
amended, on or before February 28, 1999, 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.
PAGE 2
<PAGE>
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.
PAGE 3
<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
PAGE 4
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC 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-KSB 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
February 4, 1999
