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As filed with the Securities and Exchange Commission on October 10, 1996.
Registration No. 33-___________
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________________________
AMERICAN SPORTS HISTORY INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 87-0485307
(State of Incorporation) (IRS Employer Identification No.)
18-I Heritage Drive
Chatham, New Jersey 07928
______________________________________
(Address of principal executive offices)
______________________________________
Consultant Agreements
______________________________________
VINCENT M. NERLINO
Chief Executive Officer
18-1 Heritage Drive
Chatham, New Jersey 07928
(201) 635-0665
(Name, address and telephone number of agent for service)
_____________________________________
Copy to:
William B. Barnett, Esq.
Law Offices of William B. Barnett
15233 Ventura Boulevard, Suite 1110
Sherman Oaks, California 91403
(818) 789-2688
Total sequentially numbered pages in this document: _______
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- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Regis-
to be to be Price Per Offering tration
Registered Registered Share (1) Price Fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
Common Stock,
$.001
par value 1,510,000 $1.00 $1,510,000 $520.68
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated for the sole purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended.
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Explanatory Note
This Registration Statement on Form S-8 relates to the registration of
10,000 shares of the Company's Common Stock already issued to a consultant and
1,500,000 shares of the Company's Common Stock to be issued from time to time
to consultants and advisors for the Company. None of the shares will be issued
to any consultants and/or advisors who are broker/dealers, investment bankers
or financial public relations firms or who are associated, either directly or
indirectly, in any transactions relating to capital raising.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN OF INFORMATION
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants as specified
in Rule 428(b)(1) and, in accordance with the instructions to Part I, are not
filed with the Commission as part of this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will furnish without charge to each person to whom a
Section 10(a) Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated herein by reference
in Item 3 of part II of this registration statement. Requests should be
addressed to: Vincent M. Nerlino, President, American Sports History
Incorporated, 18-1 Heritage Drive, Chatham, New Jersey 07928, telephone no.
(201) 635-0665.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Incorporation by reference in this registration statement are the
following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
1. American Sports History Incorporated's (the "Company") Annual Report
on Form 10-KSB for the year ended December 31, 1995 and the Company's Quarterly
Report on Form 10-QSB for the quarter ended June 30, 1996, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (File No. 0-19227).
3. All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this registration statement except
as so modified or replaced.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capital stock consists of 25,000,000 shares
of common stock with $.001 par value of which 11,894,862 shares were issued and
outstanding as of June 30, 1996.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of common stock to be issued pursuant to
this registration will be passed upon by the Law Offices of William B. Barnett,
Sherman Oaks, California. A total of approximately 10,000 shares of common
stock (less than .001%) of the total issued and outstanding shares of common
stock) are beneficially owned by William B. Barnett, a principal of the firm.
Such 10,000 shares are being registered hereby. In addition, Mr. Barnett may
receive additional shares under the registration statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Revised Statutes permits a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
A corporation may also indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of
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officers and directors incurred in defending a civil or criminal action, suit
or proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation. The provisions
of this Section do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any
contract or otherwise by law.
In addition, a corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses incurred by him in
his capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the corporation has the authority to indemnify
him against such liability and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The common stock to be reoffered under this registration statement has
been issued in exchange for certain bona fide services rendered by the selling
shareholder. These services did not involve the offer or sale of securities in
a capital raising transaction.
The issuance of the common stock to the selling shareholder did not
involve the public offering of securities and has been made in reliance upon
Section 4(2) of the Securities Act and/or such other rule or regulation
promulgated under the Securities Act.
ITEM 8(A) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
3.1
to 3.3 Articles of Incorporation of the Company and
Amendments thereto incorporated by reference to
Exhibits 3.1 to 3.3 to the Company's Form 10-KSB
filed on September 9, 1996 (File No. 33-55254-46).
</TABLE>
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<TABLE>
<S> <C>
3.4 Bylaws of the Company incorporated by reference to
Exhibit 3.4 to the Company's Form 10-KSB filed on
September 9, 1996 (File No. 33-55254-46).
5.1 Opinion of Law Offices of William B. Barnett,
counsel to Company.
24.1 Consent of Law Offices of William B. Barnett is
contained in Exhibit 5.1.
24.2 Consent of Hollander, Gilbert & Co.
</TABLE>
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 (i) any prospectus required by Section 10(a)(3) of the Securities Act,
and to include (ii) any additional or changed 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 paragraph (1) does not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by that paragraph is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(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 at that time shall be deemed to be the
initial bona fide offering thereof; and
(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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit
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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 therein and the
offering of such securities at that time shall be deemed to be the initial bond
fide offering thereof.
(c) 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 of expenses incurred or paid by any 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chatham, New Jersey on October 10, 1996.
AMERICAN SPORTS HISTORY INCORPORATED
By:/s/ Vincent M. Nerlino
--------------------------------
Vincent M. Nerlino
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vincent M. Nerlino President, Chief Execu- October 10, 1996
- ------------------------ tive Officer, Chief
Vincent M. Nerlino Financial Officer,
Secretary and Director
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Page
- ------- ----------- ----
<S> <C>
3.1
to 3.3 Articles of Incorporation of the Company
and Amendments thereto incorporated by
reference to Exhibits 3.1 to 3.3 to the
Company's Form 10-KSB filed on September
9, 1996 (File No. 33-55254-46).
3.4 Bylaws of the Company incorporated by
reference to Exhibit 3.4 to the Company's
Form 10-KSB filed on September 9, 1996
(File No. 33-55254-46).
5.1 Opinion of Law Offices of William B.
Barnett, Counsel to Company.
24.1 Consent of Law Offices of William B.
Barnett is contained in Exhibit 5.1.
24.2 Consent of Hollander, Gilbert & Co.
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD]
October 9, 1996
American Sports History Incorporated
18-I Heritage Drive
Chatham, NJ 07928
Re: Registration State on Form S-8
Gentlemen:
At your request, we have examined the form of the Registration Statement on Form
S-8 relating to Consulting Agreements to be filed with the Securities and
Exchange Commission on or about October 9, 1996 (the "Registration Statement"),
in connection with the registration under the Securities Act of 1933, as
amended, of one million five hundred and ten thousand shares of the Common
Stock, $.0001 par value (the "Stock"), which may be granted under consulting
and/or advisor agreements with future consultants and/or advisors for services
rendered to American Sports History Incorporated (the "Company") not in
connection, directly or indirectly, in any capital-raising transaction.
In rendering the following opinion, we have examined and relied only upon the
documents and certificates of officers and directors of the Company as are
specifically described below. In our examination, we have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies. Our examination was
limited to the following documents and no others:
1. Articles of Incorporation of the Company, as amended to date.
2. By-Laws of the Company, as amended to date.
3. Resolutions adopted by the Board of Directors of the Company
authorizing the prior issuance of 1,500,000 shares of the Stock
in the future to consultants and/or advisors for services
rendered in non-capital raising activities and transactions.
<PAGE> 2
American Sports History Incorporated
October 9, 1996
Page 2
4. The Form S-8 Registration Statement.
We have not undertaken, and do not intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is our opinion that Stock to be issued, subject to
effectiveness of the Registration Statement and compliance with applicable blue
sky laws, when issued upon the completion of services rendered to the Company,
will be duly and validly authorized, fully-paid and non-assessable.
We express no opinion as to compliance with the securities or "blue sky" laws of
any state in which the Stock is proposed to be offered and sold or as to the
effect, if any, which noncompliance with such laws might have on the validity of
issuance of the Stock.
We hereby consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdictions' securities act for purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock in connection with the offering described in the Registration
Statement. Other than as provided in the preceding sentence, this opinion (i)
is addressed solely to you; (ii) may not be relied upon by any other party;
(iii) covers only matters of Nevada and Federal law, and nothing in this opinion
shall be deemed to apply any opinion related to the laws of any other
jurisdiction; (iv) may not be quoted or reproduced or delivered by you to any
other person; and (v) may not be relied upon for any other purpose whatsoever.
Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above.
By giving you this opinion and consent, we do not admit that we are an expert
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. We disclaim
any undertaking to advise you of changes which may be brought to our attention
after the effective date of the Registration Statement.
Very truly yours,
LAW OFFICES OF WILLIAM B. BARNETT
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EXHIBIT 24.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the American Sports History Incorporated
Consultant Agreements of our report dated May 30, 1996, with respect to the
consolidated financial statements of American Sports History Incorporated
included in its Annual Report (Form 10-KSB) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ Hollander, Gilbert & Co.
-------------------------------
Los Angeles, California
October 9, 1996
