FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LAS VEGAS ENTERTAINMENT NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3125854
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
1801 Century Park East, Suite 2300, Los Angeles, California 90067
(Address of Principal Executive Offices) (Zip Code)
Issuance of Shares to Officer
1999 Stock Compensation Plan
(Full Title of the plans)
Joseph A. Corazzi, President, Las Vegas Entertainment Network, Inc.
1801 Century Park East, Suite 2300, Los Angeles, California 90067
(Name and address of agent for service)
(310) 551-0011
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
securities Proposed maximum
to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
<S> <C> <C> <C> <C> <C> <C>
Common Stock(1) 2,000,000 $2.03125 (2) $4,235,156.20 $1,249.37
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(1) Includes up to 2,000,000 shares issuable under the 1999 Stock
Compensation Plan, 85,000 shares to one officer and reoffers of such
----
shares.
(2) The registration fee is based upon the closing sale price of the common
stock as reflected on NASDAQ on February 11, 1999, $1,253.75
----
paid on February 18, 1999.
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PROSPECTUS
LAS VEGAS ENTERTAINMENT NETWORK, INC.
Up to 2,000,000 Shares of Common Stock
Receivable Under the 1999 Stock Compensation Plan,
85,000 Shares to one Officer
and Reoffered by Means of this Prospectus
This Prospectus shall be supplemented from
time to time as the identity of the officers and
directors and shares to be reoffered by them becomes known
Selling shareholders will offer their shares on NASDAQ, on the over the
counter market or on any national securities exchange if the common stock is
then listed on such exchange. Selling shareholders, if control persons, are
required to sell their shares in accordance with the volume limitations of Rule
144 under the Securities Act of 1933, which restricts sales in any three month
period to the greater of 1% of the total outstanding common stock or the average
weekly trading volume of the Company's common stock during the four calendar
weeks immediately preceding such sale. It is expected that persons effecting
transactions will be paid the normal and customary commissions for market
transactions.
AVAILABLE INFORMATION
Las Vegas Entertainment Network, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, as well as proxy statements and other information filed by the Company
with the Commission, can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its Regional Offices located at 150 Causeway
Street, Boston, Massachusetts 02114, 1375 Peachtree Street N.E., Suite 788,
Atlanta, Georgia 30367, 411 West Seventh Street, 8th Floor, Fort Worth, Texas
76102, 410 Seventeenth Street, Suite 700, Denver, Colorado 80202, 600 Arch
Street, Room 2204, Federal Building, Philadelphia, Pennsylvania 19106, 26
Federal Plaza, Room 1028, New York, New York 10278, 5757 Wilshire Boulevard, Los
Angeles, California 90036-3648, Everett McKinley Dirksen Building, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission, Washington, D.C. 20549.
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SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of common stock owned by each officer and director of the Company
selling common stock pursuant to this Prospectus as of February 18, 1999 and
after giving effect to the sale of common stock pursuant to this Prospectus.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to shares beneficially owned.
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Before Offering After Offering
Name and Address Number Number
of Beneficial Owner of Shares Percent of Shares Percent
<S> <C> <C> <C> <C>
Joseph A. Corazzi 324,794 15.3% 239,794 11.3%
1801 Century Park East
Suite 2300
Los Angeles, California 90067(2)
</TABLE>
*less than 1%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition,
for purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.
(2) Includes 118,294 shares owned by Mr. Corazzi; 6,500 shares issuable under
an option granted to Mr. Corazzi under the Company's Stock Option Plan,
and 200,000 shares issuable under options not granted under the Stock
Option Plan.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form
10-KSB for the year ended October 31, 1998 or the latest Annual Report on Form
10-KSB and Quarterly Reports on Form 10-QSB filed subsequent thereto. These
Annual and Quarterly Reports as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 are hereby incorporated by reference in this Prospectus and may be
obtained, without charge, upon the oral or written request of any person to the
Company at 1801 Century Park East, Suite 2300, Los Angeles, California 90067,
telephone (310) 551-0011.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act
and is, therefore, unenforceable.
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PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
the registration statement:
(a) The Company's Annual Report on Form 10-KSB filed for the year
ended October 31, 1998;
(b) A description of securities is incorporated by reference from
the Registrant's Registration Statement
on Form S-1, File No. 33-39047, and specifically Amendment No.
6 to such registration statement
filed on February 19, 1992.
All other documents filed in the future by Registrant after the date
of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The principal of Hand & Hand, Jehu Hand, who has provided an opinion
regarding the legality of the securities registered hereby, may receive shares
of common stock hereunder.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws and Section 145 of the Delaware General
Corporation Law provide for indemnification of directors and officers against
certain liabilities. Officers and directors of the Company are indemnified
generally against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, were not found guilty, and, in any criminal matter, had
reasonable cause to believe that their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that a
director of the Company shall not be personally liable for monetary damages to
the Company or its shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
the unlawful payments of dividends or stock redemption by the Company or (iv)
for any transaction from which the director derives an improper personal
benefit.
Item 7. Exemption from Registration Claimed
On February 18, sales are expected to be exempt from the registration
requirements of the Securities Act of 1933, as amended, by virtue of Section
4(2) thereof covering transactions not involving any public offering or not
involving any "offer" or "sale". As a condition precedent to each sale or gift,
the respective purchaser was or will be required to execute an investment letter
and consent to the imprinting of a restrictive legend on each stock certificate
received from the Company.
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Item 8. Exhibits
3. Exhibits
<S> <C> <C>
3.1 Certificate of Incorporation of the Company, as amended.(1)
3.2 Bylaws of the Company.(1)
3.3 Amendment to the Certificate of Incorporation.(4)
3.4 Adopted Amendment to Certificate of Incorporation regarding preferred stock.(9)
3.5 Amendment to Certificate of Incorporation for reverse Stock Split.(14)
5. Opinion of Hand & Hand, consent included.(15)
10.1 Compensatory Plan for Directors and Officers, with schedule of details.(1)
10.2 Employment Agreement with Stan Irwin.(1)
10.4 Employment Agreement with Carl A. Sambus.(1)
10.11 1993 Stock Option Plan.(7)
10.12 Stock Compensation Plan.(7)
10.13 Employment Agreement with Joseph A. Corazzi.(7)
10.15 Form of Mergers and Acquisitions Agreement with D.H. Blair Investment Banking Corp.
(formerly Exhibit 4.4)(1)
10.16 Finders Agreement with Anker Bank.(9)
10.17 Joint Venture Agreement between the Registrant, through Pacific DNS, Inc. and
Consolidated Resort Enterprises, Inc.(9)
10.18 Form of Mergers and Acquisitions Agreement with D.H. Blair Investment Banking Corp.
(formerly Exhibit 4.4)(1)
10.19 Settlement Agreement with Winner's Entertainment, Inc.(9)
10.20 Loan Agreements between the Company and BP Group, Ltd.--$375,000 loan.(9)
10.21 Loan Agreements between the Company and BP Group, Ltd.--$1,150,000 loan.(9)
10.22 Loan Agreements between the Company and Duneden, Ltd.(9)
10.23 Agreement for Purchase and Sale of Joint Venture between Pacific DNS, Inc. (a wholly
owned subsidiary of the Company), MPTV, Inc. and Consolidated Resort Enterprises,
Inc.(9)
10.24 Securities Purchase Agreement dated as of January 22 1996 between the Company,
CountryLand Properties, Inc. and SunAmerica Life Insurance Company, with exhibits.(10)
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10.25 Subordination Agreement dated as of January 22, 1996 between the Company,
CountryLand Properties, International Thoroughbred Breeders, Inc., Orion Casino
Corporation and SunAmerica Life Insurance Company.(10)
10.26 Assignment and Assumption Agreement between CountryLand Properties, Inc. and Orion
Casino Corporation and acknowledged and agreed to by SunAmerica Life Insurance
Company.(10)
10.27 Loan Agreement between NPD and Casino-Co Corporation
dated January 15, 1997 with related Secured Promissory
Note, and Security Agreement, and Pledge Agreement.(11)
10.28 Guaranty of Nunzio DeSantis in favor of Casino-Co Corporation.(11)
10.29 Option of NPD, in favor of Casino-Co Corporation.(11)
10.30 Loan Agreement between LVEN and Malbec Inc. dated March 20, 1996 with related
Secured Promissory Note and Security Agreement.(12)
10.31 Loan Agreement between Pacific DNS and Tee One Up Inc. dated September 4, 1996
with related Secured Promissory Note and Security Agreement.(12)
10.32 Joint Venture Agreement between Electronic Media Inc., Texas Information Development
Commission and William Luke Stewart.(12)
10.33 Nordic Gaming Option Agreement dated June 30, 1997.(13)
10.34 Loan Agreement between Nordic Gaming and LVEN dated
August 27, 1997 with related Secured Promissory Note,
and Security Agreement, and Pledge Agreement.(13)
10.35 Employment Agreements between LVEN and LVCC with Joseph A. Corazzi.(13)
10.36 Joint Venture Agreement dated June 6, 1997 between Electronic Media Company-Nevada
and Russ Gerstein.(13)
10.37 Joint Venture Agreement dated June 6, 1997 between Electronic Media Company-Nevada,
Russ Gerstein, Carlos Lima and Juan Martinez.(13)
10.38 Certificate of Designation of Preferred Stock.(13)
10.39 Tri-Party Agreement dated May 23, 1997 between LVEN and International Thoroughbred
Breeders Inc. and Credit Suisse First Boston Mortgage Capital.(13)
10.40 Bi-Party Agreement dated May 23, 1997 between LVEN and International Thoroughbred
Breeders Inc.(13)
10.41 Option Agreement between LVEN and Nunzio DeSantis for 1,500,000 shares of LVEN
common stock.(13)
10.42 Option Agreement between LVEN and Joseph A. Corazzi for 4,000,000 shares of LVEN
common stock.(13)
10.43 Financial Statements of Fort Erie Racetrack.(13)
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10.44 Stipulation and Agreement of Compromise, Settlement and Release between LVEN,
International Thoroughbred Breeders Inc, Robert Quigley, etc. dated July 2, 1998.(14)
10.45 Board Resolution incorporating 1999 Stock Compensation Plan and issuance of shares to
Joseph A. Corazzi.(15)
24.1 Consent of Certified Public Accountants.(15)
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(1) Filed with original filing of the Registration Statement on
Form S-1, File No. 33-39047 (the "1992 S-1)
(2) Filed with Amendment No. 3 to the 1992 S-1
(3) Filed with Amendment No. 4 to the 1992 S-1
(4) Filed with amendment No. 5 to the 1992 S-1
(5) Filed with Amendment No. 6 to the 1992 S-1
(6) Incorporated by reference to the Company's annual Report on Form 10-KSB
for the year ended October
31, 1992
(7) Filed with Post Effective Amendment No. 1 to the 1992 S-1, filed on
Form SB-2
(8) Filed with Registration Statement on Form S-1, File No. 33-72980,
filed on December 15, 1993
(9) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended October
31, 1994
(10) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended October 31, 1995.
(11) Incorporated by reference to the Company's Current Report on Form 8-K
dated January 15, 1997.
(12) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended October 31, 1996
(13) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended October 31, 1997
(14) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the year ended October 31, 1998
(15) Filed herewith
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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:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
(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;
(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,
including (but not limited to) any addition
or election of a managing underwriter.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
offered 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 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.
(i) Insofar as indemnification for liabilities
arising under the Securities Act of
1933 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 Act and is,
therefore, unenforceable. In the event that
a claim for indemnification against
such liabilities (other than the payment by
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 that 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Los Angeles, California,
on February 8, 1999.
LAS VEGAS ENTERTAINMENT NETWORK, INC.
By: /s/ Joseph A. Corazzi
Joseph A. Corazzi
President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on February 8, 1999.
/s/ Joseph A. Corazzi President and CEO
Joseph A. Corazzi
/s/ Carl A. Sambus Executive Vice President and Chief Financial Officer
Carl A. Sambus (principal accounting and financial officer) and Director
/s/ Paul Whitford Director
Paul Whitford
/s/ Jefferson Simmons Director
Jefferson Simmons
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<PAGE>
February 18, 1999
Las Vegas Entertainment Network, Inc.
1801 Century Park East, 23rd Floor
Los Angeles, California 90067
Re: Registration Statement on Form S-8 (the "Registration
Statement")
Ladies and Gentlemen:
You have requested our opinion as to the legality of the issuance, by you
(the "Corporation"), of 2,085,000 shares of common stock, par value $.001 per
share ("Shares").
In giving this opinion, we have reviewed and examined:
1. The Certificate of Incorporation of the Corporation;
2. The Bylaws of the Corporation;
3. Certain resolutions of the Board of Directors of the
Corporation;
4. The Registration Statement;
5. Such other matters as we have deemed relevant in order
to form our opinion.
In giving our opinion, we have assumed, without investigation, the
authenticity of any document or instrument submitted to us as an original, the
conformity to the original of any documents or instrument submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.
Based upon the foregoing, we are of the opinion that the Shares to be
offered, pursuant to the Registration Statement, if sold as described in the
Registration Statement, will be legally issued, fully paid and nonassessable.
No opinion is expressed herein as to the application of state securities
or Blue Sky laws.
This opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof, may be relied upon by,
delivered to, or quoted, in whole or in part, to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the reference to our firm in the
Prospectus filed as a part of the Registration Statement and the use of our
opinion in the Registration Statement. In giving these consents, we do not admit
we come within the category of persons whose consent is required under Section 7
of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
HAND & HAND
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RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
LAS VEGAS ENTERTAINMENT NETWORK, INC.
a Delaware corporation
The undersigned, constituting the Board of Directors of Las Vegas
Entertainment Network, Inc. a Delaware corporation (the "Corporation"), acting
pursuant to Section 141(f) of the Delaware General Corporation Law, hereby
consent to take the following actions and adopt the following resolutions
effective as of February 17, 1999.
RESOLVED, that the Corporation issue 85,000 shares of common
stock to Mr. Corazzi in lieu of accrued salary, to be registered
under a Form S-8; and
FURTHER RESOLVED, that the Corporation reserve for issuance
up to 2,000,000 shares of Common Stock under a Form S-8 registration
statement; and
FURTHER RESOLVED, that the officers of the Corporation be,
and each of them hereby is, authorized to do or cause to be done, all
such acts and things and to make, execute and deliver, or cause to be
made, executed and delivered, in the name of and on behalf of the
Corporation all such agreements, instruments and certificates as such
officer and officers may deem necessary, advisable or appropriate to
effectuate or carry out the purpose and intent of the foregoing
resolutions and to perform the obligations of the Corporation
thereunder, such officer or officers' execution of the same to be
conclusive evidence of the exercise of the discretionary authority
herein conferred.
Joseph A. Corazzi Carl Sambus
Paul Whitford Jefferson Simmons
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, of our report relating to the Financial Statements of Las
Vegas Entertainment Network, Inc.
HOLLANDER, LUMER & CO. LLP.
Sherman Oaks, California
February 19, 1999
