SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIRTUAL GAMING ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
87-0485308
(I.R.S. employer identification no.)
2580 SEA SCAPE GLEN, ESCONDIDO, CA 92026
(Address of principal executive office)
Consultant and Employee Stock Compensation Plan
(Full title of the Plan)
MELANIE SCOTT, 750 ROYAL CREST CIRCLE, LAS VEGAS, NV 89109
(Name and address of agent for service)
702-369-3063
(Telephone number, including are code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be
registeredAmount
of be
registe
redProposed
maximum
offering price
per shareProposed
maximum
aggregate
offering
priceAmount
of
registra
tion feeCommon
Stock500,000$5.50$2,750,000$764.501. Represents up to 500,000
shsarse of common stock issuable under
the Consultant and Employee Compensation Plan
2. Calculated in accordance with Rule 457(h)(l) using the average
of the bid and asked prices for the common stock on August 2, 1999.
The date of this Registration Statement is August 2, 1999
PART I
Not required. There are no "selling shareholders" and no shares
being registered for "resale".
PART II
Item 3. Incorporation of Documents by Reference.
The registrant incorporates the following documents by
reference i this Registration Statement:
(a) The registrant's Annual Report on Form 10-K filed for the
year ended December 31, 1997 (filed nuder the name of
Interbet, Inc.);
(b) The registrant's Current Report on Form 8-K dated August
1, 1998.
(c) All other documents filed 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.
Item 4. Description of Securities.
A description of securities is incorporated by reference from
the registrant's Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Mr. Jeffrey Bradpiece is the attorney and counsel to the
registrant. He received no shares of Common Stock for any of his
services rendered to the registrant.
Item 6. Indemnification of Officers and Directors.
The registrant's Articles of Incorporation and Bylaws and the
Nevada Revised Statutes provide for indemnification of directors
and officers against certain liabilities. Officers and directors
of the registrant 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.
Item 7. Exemption from Registration Claimed.
All of the sales were 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 required to execute and investment letter and consent to the
imprinting of a restrictive legend on each stock certificate
received from the registrant.
Item 8. Exhibits.
4. Instruments Definng the Rights of Security Holders, Including
Indentures.
Incorporated by reference.
5. Opinion of Jeffrey Bradpiece regarding legality of shares
being issued.FOOTNOTE: Filed herewith.
10. Material Contracts. Employee Stock Compensation Plan.
15. Letter re: Unaudited Interim Financial Statements. Not
Applicable.
23. Consents of Experts and Counsel.
24. Power of Attorney. Not applicable.
99. Additional exbibits. None
Item 9. Undertakings.
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 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to
Section 13(a) 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 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 and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel that matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions 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.
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 Escondido, State of California, on this 20th day of June, 1999.
VIRTUAL GAMING ENTERPRISES, INC.
By: /s/Virgil Williams/s/
Virgil Williams, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 2nd day of
August, 1999 by the following persons in the capacities indicated.
SIGNATURE TITLE
/s/Virgil Williams/s/ President (principal
executive officer) and Director Virgil Williams
/s/Brenda Williams/s/ Secretary/Treasurer
(principal financial officer Brenda Williams and
Director
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
5 and 24 Opinion and Consent of Jeffrey Bradpiece.
10 Consultant and Employee Stock Compensation Plan.
EXHIBITS 5 and 24
OPINION AND CONSENT OF
JEFFREY BRADPIECE
Virtual Gaming Enterprises, Inc.
2580 Sea Scape Glen
Escondido, CA 92026
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion as to the legality of the
issuance by you (the "Corporation") of up to 500,000 shares of
Common Stock (the "Shares") pursuant to a Registration Statement on
Form S-8 (the "Registration Statement") to be filed on June 20,
1999.
As your counsel, we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as
amended (the "Articles");
2. The Bylaws of the Corporation, as certified by the
Secretary of the Corporation;
3. The minute book of the Corporation;
4. A copy of certain resolutions of the Board of Directors
of the Corporation;
5. The Registration Statement;
6. The Consultant and Employee Stock Compensation Plan; and
7. Such other matters as we have deemed relevant in order to
form our opinion.
In giving my opinion, I have assumed without investigation the
authenticity of any document or instrument submitted to us as an
original, the conformity to the original of any document or
instrument submitted to us as a copy, and the genuineness of all
signatures on such originals or copies.
Based upon the foregoing, and subject to the qualifications
set forth below, I am of the opinion that the Shares, if issued and
sold as described in the Registration Statement (provided that at
least par value is paid for the Shares), will have been duly
authorized, legally issued, fully paid and non-assessable.
My opinion is subject to the qualification that 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.
Not withstanding the above, we consent to the use of our
opinion in the Registration Statement. In giving our consent, we
do not admit that we come without the category of persons whose
consent is required under Section 7 of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/Jeffrey Bradpiece/s/
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
VIRTUAL GAMING ENTERPRISES, INC.
CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
This Plan memorializes the practice of the Company to
compensate with Common Stock selected employees and consultants of
the Company for their services.
All employees and consultants of the Company shall be eligible
to participate in this Plan. Participation shall be at the sole
and absolute discretion of the Board of Directors of the Company,
who shall establish all terms of participation, including the
number of shares to be issued, any restrictions or repurchase
options to be imposed and whether the Shares to be issued will be
registered with the Securities and Exchange Commission.
With respect to the Shares issued to employees, the Company
may, if it chooses, withhold from the Shares to be issued a
sufficient number of Shares to satisfy any withholding obligations
on the part of the Company.
A copy of this Plan shall be delivered to all participants,
together with a copy of the resolution or resolutions of the Board
of Directors authorizing the issuance of the Shares and
establishing the terms, if any, of participation.
VIRTUAL GAMING ENTERPRISES, NC.
1999 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
1. Purpose of the Plan.
The purpose of this Plan is to further the growth of
Virtual Gaming Enterprises, Inc. ("VGE") and its Subsidiaries
(collectively herein referred to as the "Company") by allowing the
Company to compensate officers, directors, consultants and certain
other persons providing bona fide services to the Company, through
the award of the Company's Common Stock.
II. Definitions.
Whenever used in this Plan, the following terms shall
have the meanings set forth in this Section:
1. "Award" means any grant of Common Stock made under
this Plan.
2. "Board of Directors" means the Board of Directors
of the Company.
3. "Code" means the Internal Revenue Code of 1986, as
amended.
4. "Common Stock" means the common stock, par value
$.001 per share, of the Company.
5. "Date of Grant" means the day the Board of
Directors authorizes the grant of an Award or such
later date as may be specified by the Board of
Directors as the date a particular Award will
become effective.
6. "Employee" means any person or entity that renders
bona fide services to the Company (including,
without limitation, the following: a person
employed by the Company in a key capacity; an
officer or director of the Company or one or more
of its Subsidiaries; a person or company engaged by
the Company as a consultant; or a lawyer, law firm,
accountant or accounting firm.
7. "Subsidiary" means any corporation that is a
subsidiary with regard to the Company as that term
is defined in Section 424(f) of the Code.
III. Effective Date of the Plan.
The effective date of this Plan is June 20, 1999.
IV. Administration of the Plan.
The Board of Directors will be responsible for the
administering of this Plan, and will grant Awards under this Plan.
Subject to the express provisions of this Plan, the Board of
Directors shall have full authority and sole and absolute
discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of
Directors on the matters referred to in this Section shall be
conclusive. The Board of Directors shall have sole and absolute
discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the
administration of this Plan unless it resulted from the member's
willful misconduct.
V. Stock Subject to the Plan.
The maximum number of shares of Common Stock as to which
Awards may be granted under this Plan is 500,000 shares. The
Common Stock which is issued on grant of Awards may be authorized
but unissued shares or shares which have been issued and reacquired
by the Company. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted
as such time as it deems advisable.
VI. Persons Eligible to Receive Awards.
Awards may be granted only to Employees as defined
herein.
VII. Grants of Awards.
Except as otherwise provided herein, the Board of
Directors shall have complete discretion to determine when and to
which Employees Awards are to be granted, and the number of shares
of Common Stock as to which Awards granted to each Employee will
relate. No grant will be made if, in the judgement of the Board of
Directors, such a grant would constitute a public distribution
within the meaning of the Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder.
VIII. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of
an Award, the Company shall deliver to the person who is the
recipient of the Award, a certificate or certificate registered in
that person's name, representing the number of share of Common
Stock that were granted. If applicable, each certificate shall
bear a legend to indicate that the Common Stock represented by the
certificate was issued in a transaction which was not registered
under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration
requirements of the Act.
IX. Employment.
Nothing in this Plan or in the grant of an Award shall
confer upon any Employee the right to continue in the employ of the
Company nor shall it interfere with or restrict in any way the
rights of the Company to discharge any Employee at any time for any
reason whatsoever, with or without cause.
X. Laws and Regulations.
1. The obligation of the Company to sell and deliver
shares of Common Stock on the grant of an Award under this Plan
shall be subject to the condition that counsel for the Company be
satisfied that the sale and delivery thereof will not violate the
Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of
Rule 16b-3 in order to provide officers and directors with certain
exemptions from Section 16(b) of the Securities Exchange Act of
1934, as amended.
XI. Withholding of Taxes.
If subject to withholding tax, the Company shall be
authorized to withhold from an Employee's salary or other cash
compensation such sums of money as are necessary to pay the
Employee's withholding tax. The Company may elect to withhold from
the shares to be issued hereunder a sufficient number of shares to
satisfy the Company's withholding obligations. If the Company
becomes required to pay withholding taxes to any federal, state or
other taxing authority as a result of the granting of an Award and
the Employee fails to provide the Company with the funds with which
to pay that withholding tax, the Company may withhold up to 50% of
each payment of salary or bonus to the Employee (which will be in
addition to any other required or permitted withholding), until the
Company has been reimbursed for the entire withholding tax it was
required to pay.
XII. Reservation of Shares.
The Company shall at all times keep reserved for issuance
on grant of Awards under this Plan a number of authorized but
unissued or reacquired shares of Common Stock equal to the maximum
number of shares the Company may be required to be issued on the
grant of Awards under this Plan.
XIII. Termination of the Plan.
The Board of Directors may suspend or terminate this Plan
at any time or from time to time, but no such action shall
adversely affect the rights of a person granted as Award under this
Plan prior to that date.
XIV. Delivery of Plan.
A copy of this Plan shall be delivered to all
participants, together with a copy of the resolution or resolutions
of the Board of Directors authorizing the granting of the Award and
establishing the terms, if any, of participation.
XV. Number of Participants
The number of participants in the Plan shall be less than
thirty five (35) with no more than twelve participants in any one
year under this Plan.
UNANIMOUS WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING
OF THE DIRECTORS OF
VIRTUAL GAMING ENTERPRISES, INC.
Pursuant to Section 16-10-40(c) of the Utah Business Corporation
Act and the Bylaws of the Corporation, the undersigned,
constituting all the members of the Board of Directors of this
Corporation, do hereby dispense with the formality of a meeting and
adopt the following preamble and resolutions:
CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
WHEREAS, the Corporation has, in the past, compensated employees
and consultants for services rendered with shares of the
Corporation's Common Stock; and
WHEREAS, it is deemed to be in the best interest of this
Corporation to continue this practice, where possible, to conserve
cash and to adopt a plan memorializing and implementing this
practice.
NOW THEREFORE, BE IT RESOLVED, that there is hereby adopted a
Consultant and Employee Stock Compensation Plan in the form of
Exhibit A hereto; and be it;
FURTHER RESOLVED, that the Corporation register 500,000 shares of
its Common Stock with the Securities and exchange Commission on
Form S-8 for shares to be issued employees and consultants pursuant
to the Consultant and Employee Stock Compensation Plan, and be it;
FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized and instructed to prepare and execute a Form S-8
Registration Statement as described in the preceding resolution,
together with such other related documents as such officers deem
appropriate or advisable, and to file the Registration Statement
with the Securities and Exchange Commission and such other
governmental authorities as such officers deem appropriate.
This Consent shall be filed with the Secretary of the Corporation,
who is instructed to place it in the Minute Book of the
Corporation, and shall be treated for all purposes as resolutions
adopted at a meeting of the Directors.
Dated August 2, 1999
/s/Virgil Williams/s/
Virgil Williams
/s/Brenda Williams/s/
Brenda Williams
