As filed with the Securities and Exchange
Commission on April 20, 2000.
REGISTRATION NO. 333 -
===============================================================
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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PIRANHA, INC. DELAWARE 36-3859518
(Exact Name of Registrant as (State or Other Jurisdiction of (I.R.S. Employer.
Specified in Its Charter) Incorporation or Organization) I.D. No.)
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1350 N. Lake Shore Drive, Suite 315, Chicago, Illinois 60610
(Address of Principal Executive Offices) (Zip Code)
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THE PIRANHA INC. 2000 STOCK INCENTIVE PLAN
THE PIRANHA, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plans)
-----------------------------
RICHARD S. BERGER
Secretary and CFO
Piranha, Inc.
1350 N. Lake Shore Drive, Suite 315, Chicago, Illinois 60610
(312) 664-7852
(Name and Address, Telephone Number, Area Code,
of Agent for Service)
Copy to:
Bruce P. Golden, Esq.
Bruce P. Golden & Associates
4137 N. Hermitage Avenue
Chicago, Illinois 60613
(773) 248-4905
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
This Registration Statement shall become effective immediately upon filing in
accordance with Rule 462 under the Securities Act and Instruction D to Form S-8.
<PAGE>
CALCULATION OF REGISTRATION FEE
=====================================================================
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount Proposed Maximum Proposed Maximum Amount
to be Registered to be Registered* Offering Price Aggregate Offering of Registration
Per Share** Price** Fee**
Common Stock 8,500,000 shares $3.84616 $32,692,375 $8,630.79
</TABLE>
=====================================================================
*An undetermined number of additional shares may be issued if the anti-dilution
provisions of the Plans become operative.
**The last sales price for shares of Common Stock in the over-the-counter market
for April 17, 2000 ($11.125) and the exercise prices for options committed to be
issued have been used to determine the Proposed Offering Prices and Registration
Fee in accordance with Rule 257.
EXPLANATORY STATEMENT
Piranha, Inc. is filing this Form S-8 Registration Statement relating
to shares of Common Stock, par value $.001 per share, deliverable to holders of
options to purchase shares of Company Common upon the exercise of stock options
to be granted under The Piranha, Inc. 2000 Stock Incentive Plan and The Piranha,
Inc. Stock Option Plan for Non-Employee Directors. While this Registration
Statement relates to the shares of Common Stock to be issued in the future upon
the exercise of stock options, Piranha, Inc. contemplates that it will file a
post effective amendment covering the resale of those shares of Common Stock
which may be offered from time to time by certain selling stockholders in the
future. Although Piranha, Inc. does not currently satisfy the requirements for
use of Form S-3, pursuant to Instruction C of Form S-8 any reoffer prospectus
will be prepared in accordance with the requirements of Part I of Form S-3.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Piranha, Inc. will send or give the documents containing the information
specified in Part I of Form S-8 to employees or directors as specified by Rule
428(b)(1) under the Securities Act. Piranha, Inc. is not required to file these
documents with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements under Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement:
(a) The Annual Report of Piranha, Inc. (formerly Classics International
Entertainment, Inc. (the "Company") on Form 10-KSB for the year ended December
31, 1999, which has heretofore been filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) The Company's Report on Form 8-K, filed March 15, 2000, which has
heretofore been filed by the Company with the Commission pursuant to the 1934
Act.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that Incorporated Documents in respect of each
year during which the offering made by this Registration Statement is in effect
prior to the filing with the Commission of the Company's Annual Report on Form
10-K or Form 10-KSB covering such year shall not be deemed to be Incorporated
Documents or be incorporated by reference in this Registration Statement or be a
part hereof from and after the filing of such Annual Report.
Any statement contained in an Incorporated Document 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
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
<PAGE>
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Bruce P. Golden & Associates, Chicago, Illinois, attorneys-at-law, will
pass upon the validity of the issuance of the securities covered by this
Prospectus. Mr. Golden owns of record and beneficially 8,596 shares of Company
Common Stock. Mr. Goldenalso will receive an option to purchase 100,000 shares
of Company Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation has the power to indemnify its offers and directors in
certain circumstances (including for reasonable amounts paid by them in
settlement).
Section 145(a) empowers a corporation to indemnify any director or
officer, or former director or officer, 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 (other than
an action by or in the right of the corporation), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suite or proceeding provided
that such director or officer acted in good faith in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, provided that such director
or officer had no cause to believe his or her conduct was unlawful.
Section 145(b) empowers a corporation to indemnify any director or
officer, or former director or officer, 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 such person acted in any of the capacities set forth above,
against expenses actually and reasonably incurred in connection wit h the
defense or settlement of such action or suit provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue or matter as to which such director
or officer shall have been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action was brought
shall determine that despite the adjudication of liability such director or
officer is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
<PAGE>
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense or any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and empowers the corporation to purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
Pursuant to the Company's Certificate of Incorporation, as amended, and
By-laws the Company has to the full extent permitted by Section 145 indemnified
all persons whom it may indemnify pursuant thereto.
The Company is applying for directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.
Item 7. Exemption from Registration Claimed.
N/A.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The 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 of 1933, as amended (the "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) That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 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 bona
fide offering thereof.
(4) 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.
<PAGE>
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 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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 Chicago, State of Illinois, and the
City of Dallas, State of Texas, on the 19th day of April, 2000.
PIRANHA, INC.
By: /s/ Edward W. Sample
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Edward W. Sample
Chief Executive Officer
By: /s/ Richard S. Berger
--------------------------------
Richard S. Berger
Chief Financial Officer and
Secretary
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Piranha, Inc., hereby
severally constitute Richard S. Berger and Ed Sample, and each of them singly,
our true and lawful attorneys with full power to them, and each of them singly,
to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Piranha, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on the day of April, 2000.
Signature Title
-------------- ----------
/s/ Edward W. Sample Chairman of the Board and Chief Executive Officer
Edward W. Sample (Principal Executive Officer)
/s/ Richard S. Berger Chief Financial Officer and Secretary
Richard S. Berger (Principal Financial and Accounting Officer)
/s/ Richard S. Berger Director
Richard S. Berger
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1. Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 of the Registrant's Form SB-2, File No.33-62762)
4.2. Amendment to Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 of the Registrant's Form 8-K, filed March 15, 2000).
4.3. Amended and Restated By-laws of the Registrant (incorporated by reference
to Exhibit 3.4 of the Registrant's Form SB-2, File No.33-62762).
5 . Opinion of Bruce P. Golden & Associates (including consent).
23.1 Consent of Feldman Sherb Horowitz & Co., P.C., Certified Puiblic
Accountants.
23.2 Consent of Bruce P. Golden & Associates (included in Exhibit 5).
24 Power of Attorney (included on Signature Page).
<PAGE>
EX-5
Bruce P. Golden & Associates
4137 N. Hermitage Avenue
Chicago, Illinois 60613
April 19, 2000
Piranha, Inc.
1350 N. Lake Shore Drive
Chicago, Illinois 60610
Re: 8,500,000 Shares of Common Stock, par value $.001 per share
Gentlemen:
We have acted as counsel for Piranha, Inc. (the "Company") in connection with
its Registration Statement on Form S-8 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended, of 8,500,000 shares
of Company Common Stock, par value $.001 per share (the "Common Stock"), which
may be purchased pursuant to the provisions of The Piranha, Inc. 2000 Stock
Incentive Plan and The Piranha, Inc. Stock Option Plan for Non-Employee
Directors (together, the "Plans").
We have examined or considered:
1. The Company's Certificate of Incorporation, as amended.
2. The Company's Amended and Restated By-Laws.
3. Resolutions duly adopted by the Board of Directors of the Company
relating to the Plans.
4. Resolutions duly adopted by stockholders of the Company owning in
the aggregate at least a majority of the issued and outstanding shares
of Company Common Stock relating to the Plans.
5. A copy of the Plans.
In addition to the examination outlined above, we have conferred with officers
of the Company and have ascertained or verified to our satisfaction such
additional facts as we deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, subject to the Company
completing all procedures required on its part to be taken prior to the issuance
of the Common Stock pursuant to the terms of the Plans:
<PAGE>
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the Common Stock under the
Plans have been duly taken.
(c) The Common Stock when issued and delivered pursuant to the terms of
the Plans will be duly authorized, legally and validly issued, fully
paid and nonassessable.
We hereby consent to all references to our Firm in the Registration Statement
and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Bruce P. Golden & Associates
Bruce P. Golden & Associates
EX-23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated April 3, 2000
included in the Piranha, Inc. (formerly Classics International Entertainment,
Inc.) Form 10-KSB for the year ended December 31, 1999 and to all references to
our Firm included in this Registration Statement.
/s/ Feldman Sherb Horowitz & Co., P.C.
Feldman Sherb Horowitz & Co., P.C.
New York, New York
April 19, 2000
