U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BETTING, INC.
(Previously known as Leggoons, Inc.)
(Exact name of registrant as specified in its charter)
Missouri 43-1239043
State of Incorporation) (I.R.S. Employer ID No.)
31310 Eaglehaven Center, Suite 10,
Rancho Palos Verdes, California 90275
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
Full title of the Plan)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue,
Suite 200, Las Vegas, Nevada 89102
(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to
be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share (1)
Proposed
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock
900,000
$0.01
$9,000
$2.50
(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(c) and 457(h) promulgated
pursuant to the Securities Act of 1933. The Offering Price per Share
is established pursuant to a Retainer Stock Plan for Non-Employee
Directors and Consultants, set forth in Exhibit 4.1 to this Form S-8
(see Exhibit Index on page 5).
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the Securities
Act of 1933. The participants shall provided a written statement
notifying them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in Item 3 of
Part II of the registration statement, and (ii) other documents required
to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-KSB for
the fiscal year ended August 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the registration documents referred to in
(a) above.
All documents subsequently filed by the 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 the registration statement and to be part thereof from the
date of filing of such documents.
Item 4. Description of Securities.
General Description.
The Articles of Incorporation authorize the issuance of 10,000,000
shares of common stock, with a par value of $0.01. The holders of the
Shares: (a) have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the Board of Directors
of the Company; (b) are entitled to share ratably in all of the assets
of the Company available for distribution upon winding up of the affairs
of the Company; (c) do not have preemptive subscription or conversion
rights and there are no redemption or sinking fund applicable thereto;
and (d) are entitled to one non-cumulative vote per share on all matters
on which shareholders may vote at all meetings of shareholders. These
securities do not have any of the following rights: (a) cumulative or
special voting rights; (b) preemptive rights to purchase in new issues
of Shares; (c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or preferences. In
addition, the Shares are not convertible into any other security. There
are no restrictions on dividends under any loan other financing
arrangements or otherwise.
Non-Cumulative Voting.
The holders of Shares of Common Stock of the Company do not have
cumulative voting rights, which means that the holders of more than 50%
of such outstanding Shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose. In such
event, the holders of the remaining Shares will not be able to elect any
of the Company's directors.
Dividends.
The Company does not currently intend to pay cash dividends. The
Company's proposed dividend policy is to make distributions of its
revenues to its stockholders when the Company's Board of Directors deems
such distributions appropriate. Because the Company does not intend to
make cash distributions, potential shareholders would need to sell their
shares to realize a return on their investment. There can be no
assurances of the projected values of the shares, nor can there be any
guarantees of the success of the Company.
A distribution of revenues will be made only when, in the judgment
of the Company's Board of Directors, it is in the best interest of the
Company's stockholders to do so. The Board of Directors will review,
among other things, the investment quality and marketability of the
securities considered for distribution; the impact of a distribution of
the investee's securities on its customers, joint venture associates,
management contracts, other investors, financial institutions, and the
company's internal management, plus the tax consequences and the market
effects of an initial or broader distribution of such securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
One effect of the existence of authorized but unissued capital
stock of the Company may be to enable the Board of Directors to render
more difficult or to discourage an attempt to obtain control of the
Company by means of a merger, tender offer, proxy contest, or otherwise,
and thereby to protect the continuity of the Company's management. If,
in the due exercise of its fiduciary obligations, for example, the Board
of Directors were to determine that a takeover proposal was not in the
Company's best interests, such shares could be issued by the Board of
Directors without stockholder approval in one or more private placements
or other transactions that might prevent, or render more difficult or
costly, completion of the takeover transaction by diluting the voting or
other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the
position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or
otherwise.
Item 5. Interest of Named Experts and Counsel.
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer, or
was a promoter, underwriter, voting trustee, director, officer, or
employee of the registrant.
Item 6. Indemnification of Directors and Officers.
Article VII of the registrant's bylaws provide for the
indemnification of the directors and officers of the registrant against
expense of any action to which he was or is a party to is threatened to
be made a party by reason of the fact that he is or was an officer of
the registrant. Such indemnification shall be available if the director
or officer acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the registrant, and, if it
is a criminal action, he had no reasonable cause to believe his conduct
was unlawful. If the action be one by or in the right of the registrant
to procure a judgment in its favor, then in addition to the preceding
requirements, an officer or director shall be indemnified only is he is
not adjudged to be liable for negligence or misconduct in the
performance of his duty to the registrant, or is he is adjudged to be
liable for negligence or misconduct in such performance, then he shall
be indemnified only to the extent that the court in which such action
was brought shall determine that in view of all the circumstances, such
person is fairly and reasonably entitled to indemnity for such expenses
incurred. If there is indemnification, then it shall be for expenses
actually and reasonably incurred by him in connection with such action.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K, and an index
thereto, are attached.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this 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;
(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.
(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) 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
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.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information
(h) That 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, 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 authorize, in the City of Rancho Palos
Verdes, State of California, on April 28, 1999.
BETTING, INC.
By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
Special Power of Attorney
The undersigned constitute and appoint Thomas S. Hughes their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments, to
this Form S-8 Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by 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 date indicated:
Signature
Title
Date
/s/ Thomas S. Hughes
Thomas S. Hughes
President, Chief Executive
Officer, Director
April 28, 1999
/s/ Jack M. Hall
Jack M. Hall
Director
April 28, 1999
/s/ Diane Hewitt
Diane Hewitt
Director
April 28, 1999
EXHIBIT INDEX
Exhibit
Number
Description
Method
of
Filing
4.1
Retainer Stock Plan for Non-Employee Directors and
Consultants
See
Below
4.2
Consulting and Service Agreement (Wexler)
See
Below
4.3
Agreement (Patawaran)
See
Below
4.4
Agreement (Ninci)
See
Below
4.5
Agreement (Hargens)
See
Below
4.6
Agreement (Charles)
See
Below
5, 23.1
Opinion Re: Legality; Consent of Counsel
See
Below
23.2
Consent of Accountants
See
Below
24
Special Power of Attorney
See
Signatur
e Page
BETTING, INC.
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. INTRODUCTION
This plan shall be known as the "Betting, Inc. Retainer Stock Plan For
Non-Employee Directors and Consultants" is hereinafter referred to as
the "Plan". The purposes of the Plan are to enable Betting, Inc., a
Missouri corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining non-employee
Directors and Consultants capable of furthering the future success of
the Company and by aligning their economic interests more closely with
those of the Company's shareholders, by paying their retainer or fees in
the form of shares of the Company's common stock, par value one cent
($.01) per share ("Common Stock").
2. DEFINITIONS
The following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of the
Code or rule or regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.
"Committee" means the committee that administers the Plan, as more fully
defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained by the
Company for a Participant representing the Participant's interest in the
shares credited to such Deferred Stock Account pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of Directors
of the Company.
"Dividend Equivalent" for a given dividend or other distribution means a
number of shares of Common Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of
cash, plus the fair market value on the date of distribution of any
property, that is distributed with respect to one share of Common Stock
pursuant to such dividend or distribution; such fair market value to be
determined by the Committee in good faith.
"Effective Date" has the meaning set forth in Section 3.
"Exchange Act" has the meaning set forth in Section 13(b).
"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite Tape or,
if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ on the last
trading day prior to the date with respect to which the Fair Market
Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of any
Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of April 26, 1999 ("Effective Date"),
provided that it is approved by the Board.
4. ELIGIBILITY
*Each individual who is a Director or Consultant on the Effective Date
and each individual who becomes a Director or Consultant thereafter
during the term of the Plan, shall be a participant ("Participant") in
the Plan, in each case during such period as such individual remains a
Director or Consultant and is not an employee of the Company or any of
its subsidiaries. Each credit of shares of Common Stock pursuant to the
Plan shall be evidenced by a written agreement duly executed and
delivered by or on behalf of the Company and a Participant, if such an
agreement is required by the Company to assure compliance with all
applicable laws and regulations.
5. GRANTS OF SHARES
Commencing on the Effective Date, the amount for service to directors or
consultants shall instead be payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan at the deemed issuance price of one
cent ($0.01) per Share.
6. DEFERRAL ELECTION
From and after the Effective Date, a Participant may make an election (a
"Deferral Election") on an annual basis to defer delivery of the Stock
Retainer specifying which one of the following way the Stock Retainer is
to be delivered: (a) on the date which is three years after the
Effective Date for which it was originally payable ("Third
Anniversary"), (b) on the date upon which the Participant ceases to be a
Director or Consultant for any reason ("Departure Date") or (c) in five
equal annual installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein as a
"Delivery Date"). Such Deferral Election shall remain in effect for
each Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less than
six (6) months prior to the beginning of such Year and provided,
further, that no more than one Deferral Election or change thereof may
be made in any Year.
Any Deferral Election and any change or revocation thereof shall be made
by delivering written notice thereof to the Committee no later than six
(6) months prior to the beginning of the Year in which it is to be
effected; provided that, with respect to the Year beginning on the
Effective Date, any Deferral Election or revocation thereof must be
delivered no later than the close of business on the thirtieth (30th)
day after the Effective Date.
7. DEFERRED STOCK ACCOUNTS
The Company shall maintain a Deferred Stock Account for each Participant
who makes a Deferral Election to which shall be credited, as of the
applicable Payment Time, the number of shares of Common Stock payable
pursuant to the Stock Retainer to which the Deferral Election relates.
So long as any amounts in such Deferred Stock Account have not been
delivered to the Participant under Section 8, each Deferred Stock
Account shall be credited as of the payment date for any dividend paid
or other distribution made with respect to the Common Stock, with a
number of shares of Common Stock equal to (a) the number of shares of
Common Stock shown in such Deferred Stock Account on the record date for
such dividend or distribution multiplied by (b) the Dividend Equivalent
for such dividend or distribution.
8. DELIVERY OF SHARES
(a) The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral Election
has been made (together with dividends attributable to such shares
credited to such Deferred Stock Account) shall be delivered in
accordance with this Section 8 as soon as practicable after the
applicable Delivery Date. Except with respect to a Deferral Election
pursuant to Section 6(c), or other agreement between the parties, such
shares shall be delivered at one time; provided that, if the number of
shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in
effect a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred Stock
Account), with the first such installment being delivered on the first
anniversary of the Delivery Date; provided that, if in order to equalize
such installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole share.
If any such shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the Participant's
estate or legal guardian, as the case may be, in accordance with the
foregoing; provided that, if the Participant dies with a Deferral
Election pursuant to Section 6(c) in effect, the Committee shall deliver
all remaining undelivered shares to the Participant's estate
immediately. References to a Participant in this Plan shall be deemed to
refer to the Participant's estate or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust") to
assist it in accumulating the shares of Common Stock needed to fulfill
its obligations under this Section 8. However, Participants shall
have no beneficial or other interest in the Trust and the assets
thereof, and their rights under the Plan shall be as general creditors
of the Company, unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Retainers to Participants from
the Trust shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.
9. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and from
and after the date of such issuance the Participant shall be entitled to
all rights of a shareholder with respect to Common Stock for all such
shares issued in his or her name, including the right to vote the
shares, and the Participant shall receive all dividends and other
distributions paid or made with respect thereto.
10. GENERAL RESTRICTIONS
(a) Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver
any certificate or certificates for shares of Common Stock under the
Plan prior to fulfillment of all of the following conditions:
(i) Listing or approval for listing upon official notice of issuance
of such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;
(ii) Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of any
such registration or other qualification which the Committee shall, upon
the advice of counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Committee shall, after
receiving the advice of counsel, determine to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.
11. SHARES AVAILABLE
Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers pursuant to
the Plan is 2,000,000. Shares of Common Stock issueable under the Plan
may be taken from treasury shares of the Company or purchased on the
open market.
12. ADJUSTMENTS; CHANGE OF CONTROL
(a) In the event that there is, at any time after the Board adopts the
Plan, any change in corporate capitalization, such as a stock split,
combination of shares, exchange of shares, warrants or rights offering
to purchase Common Stock at a price below its fair market value,
reclassification, or recapitalization, or a corporate transaction, such
as any merger, consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the
definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Company (each of the foregoing a
"Transaction"), in each case other than any such Transaction which
constitutes a Change of Control (as defined below), (i) the Deferred
Stock Accounts shall be credited with the amount and kind of shares or
other property which would have been received by a holder of the number
of shares of Common Stock held in such Deferred Stock Account had such
shares of Common Stock been outstanding as of the effectiveness of any
such Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to reflect
the effectiveness of any such Transaction and (iii) the Committee shall
appropriately adjust any other relevant provisions of the Plan and any
such modification by the Committee shall be binding and conclusive on
all persons.
(b) If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form of
property, references in the Plan to the Common Stock shall be deemed,
where appropriate, to refer to such other form of property, with such
other modifications as may be required for the Plan to operate in
accordance with its purposes. Without limiting the generality of the
foregoing, references to delivery of certificates for shares of Common
Stock shall be deemed to refer to delivery of cash and the incidents of
ownership of any other property held in the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in the
event of a Change of Control, the following shall occur on the date of
the Change of Control: (i) the shares of Common Stock held in each
Participant's Deferred Stock Account shall be deemed to be issued and
outstanding as of the Change of Control; (ii) the Company shall
forthwith deliver to each Participant who has a Deferred Stock Account
all of the shares of Common Stock or any other property held in such
Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.
(d) For purposes of this Plan, Change of Control shall mean any of the
following events:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (a) the then outstanding shares
of common stock of the Company ("Outstanding Company Common Stock") or
(b) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change of Control: (a)
any acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company), (b)
any acquisition by the Company, (c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (d) any acquisition by
any corporation pursuant to a reorganization, merger or consolidation,
if, following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii) of
this Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the Board of
the Company (as of the date hereof, "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(iii) Approval by the shareholders of the Company of a reorganization,
merger, binding share exchange or consolidation, unless, following such
reorganization, merger, binding share exchange or consolidation (a) more
than 60% of, respectively, the then outstanding shares of common stock
of the corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger, binding
share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger,
binding share exchange or consolidation, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may
be, (b) no Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from such
reorganization, merger, binding share exchange or consolidation and any
Person beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or indirectly,
20% or more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger, binding share exchange or consolidation or
the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors
and (c) at least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger, binding
share exchange or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which following such sale
or other disposition, (x) more than 60% of, respectively, the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the
case may be, (y) no Person (excluding the Company and any employee
benefit plan (or related trust) of the Company or such corporation and
any Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors and (z) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or action of
the Board providing for such sale or other disposition of assets of the
Company.
13. ADMINISTRATION; AMENDMENT AND TERMINATION
(a) The Plan shall be administered by a committee consisting of three
members who shall be the current directors of the Company or senior
executive officers or other directors who are not Participants as may be
designated by the Chief Executive Officer ("Committee"), which shall
have full authority to construe and interpret the Plan, to establish,
amend and rescind rules and regulations relating to the Plan, and to
take all such actions and make all such determinations in connection
with the Plan as it may deem necessary or desirable. (b) The Board may
from time to time make such amendments to the Plan, including to
preserve or come within any exemption from liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company without
further approval of the Company's stockholders, provided that, to the
extent required under New York law or to qualify transactions under the
Plan for exemption under Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be adopted without further approval of
the Company's stockholders and, provided, further, that if and to the
extent required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more than once
in any six (6) month period that would change the amount, price or
timing of the grants of Common Stock hereunder other than to comport
with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder. (c) The Board may terminate the Plan at any
time by a vote of a majority of the members thereof.
14. MISCELLANEOUS
(a) Nothing in the Plan shall be deemed to create any obligation on the
part of the Board to nominate any Director for reelection by the
Company's shareholders or to limit the rights of the shareholders to
remove any Director.
(b) The Company shall have the right to require, prior to the issuance
or delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Committee for the
withholding of any taxes required by law to be withheld with respect to
the issuance or delivery of such shares, including without limitation by
the withholding of shares that would otherwise be so issued or
delivered, by withholding from any other payment due to the Participant,
or by a cash payment to the Company by the Participant.
15. GOVERNING LAW
The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.
BETTING, INC.
By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
Edward James Wexler
25A Harbour Village
Branford, Connecticut 06405
Consulting and Service Agreement
The Undersigned, Thomas S. Hughes, as Chairman and Chief Executive
Officer of Betting, Inc (otc:bb: BETT), hereinafter known as CLIENT,
hereby appoints and authorizes Edward James Wexler as their BROKER
and/or FINDER and/or CONSULTANT for the purpose of locating, analyzing
and obtaining for CLIENT any potential corporate acquisitions with terms
and conditions that are acceptable to CLIENT.
Scope of Services.
FINDER/CONSULTANT agrees to perform for the CLIENT all services
and consulting related to analyzing, negotiating and advising CLIENT on
any potential corporate acquisition, mergers or affiliations related to
the off shore and Internet related gaming industry.
Consulting services include but are not limited to the negotiation
and closing of the 777Wins acquisition, the eSports acquisition, the
Hampton Technologies acquisition and analyzing and negotiation of any
potential merger candidates, and any and all companies that the
CONSLUTANT and CLIENT mutually agree are suitable acquisition or partner
candidates.
Period of Performance.
The period of Performance under this Agreement shall begin
immediately upon signing and delivery of initial Compensation and
continue for a primary twelve-month term. This Agreement can be renewed
under these same terms by written agreement by both parties. This
Agreement can be terminated by either party for cause.
Contractual Relationship.
In performing the services, under this Agreement, Edward James
Wexler, shall operate as, and have the status of Independent Contractor.
WEXLER shall not have the authority to enter into any contract binding
the CLIENT, or create any obligations on the part of the CLIENT. The
CLIENT will be responsible for determining the terms and conditions of
any corporate acquisition.
Compensation.
As full consideration for the performance of the basic services
described above, the CLIENT shall pay FINDER/CONSULTANT/WEXLER
compensation as follows:
CLIENT hereby agrees to pay CONSULTANT a fee of 200,000 shares of
Betting, Inc. common stock in the form of free trading S-8 consultant
stock.
CLIENT Understands and hereby agrees that there is no guarantee that any
potential acquisition can be successfully negotiated, completed or
closed. Compensation is payable to FINDER/CONSULTANT who is an
independent contractor representing the CLIENT on a Best Efforts basis.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: May 20, 1998
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Edward James Wexler Date: May 20, 1998
Edward James Wexler
AGREEMENT
This Agreement states that Betting, Inc. is employing the services
of Roger Patawaran at the hourly rate of $100 to advise and consult
Betting, Inc. to develop Perfect Wagering Software.
That in lieu of the cash, as the consultant fee, Roger Patawaran
will be paid with 300,000 shares of Betting, Inc. free trading stock.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: March 18, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Roger Patawaran Date: March 18, 1999
Roger Patawaran
AGREEMENT
This Agreement states that Betting, Inc. is employing the services
of David Ninci at the hourly rate of $100 to advise and consult Betting,
Inc. as regards the marketing and promotion of 777WINS.com.
That in lieu of the cash, as the consultant fee, David Ninci will
be paid with 100,000 shares of Betting, Inc. free trading stock.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: February 22, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ David Ninci Date: February 22, 1999
David Ninci
AGREEMENT
This Agreement states that Betting, Inc. is employing the services
of Harry Hargens at the hourly rate of $100 to advise and consult
Betting, Inc. as regards the development of in home ATM card and smart
card pay per play wagering. Hours of consulting are estimated at 100
hours.
That in lieu of the cash, as the consultant fee, Harry Hargens
will be paid with 200,000 shares of Betting, Inc. free trading stock, of
which 100,000 shares will be paid in April 1999 and 100,000 shares in
May 1999.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: January 17, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Harry Hargens Date: January 17, 1999
Harry Hargens
AGREEMENT
This Agreement states that Betting, Inc. is employing the services
of Charlene Charles at the hourly rate of $100 to advise and consult
Betting, Inc. as regards strategic partners in the development of
PERFECT wagering.
That in lieu of the cash, as the consultant fee, David Ninci will
be paid with 100,000 shares of Betting, Inc. free trading stock.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: March 10, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Charlene Charles Date: March 10, 1999
Charlene Charles
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
April 27, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Betting, Inc.
Retainer Stock Plan for Non-Employee Directors and Consultants
Dear Sir/Madame:
We have acted as counsel to Betting, Inc., a Missouri corporation
("Company"), formerly known as Leggoons, Inc., in connection with its
Registration Statement on Form S-8 relating to the registration of
900,000 shares of its common stock ("Shares"), $0.01 par value per
Share. The Shares are issuable pursuant to the Company's Retainer Stock
Plan for Non-Employee Directors and Consultants ("Plan").
In our representation we have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited to,
the Articles of Incorporation, and all amendments thereto, and Bylaws of
the Company.
Based upon the foregoing, it is our opinion that the Company is
duly organized and validly existing as a corporation under the laws of
the State of Missouri, and that the Shares, when issued and sold in
accordance with the terms of the Plan, will be validly issued, fully
paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
George Brenner
Certified Public Accountant
9300 Wilshire Boulevard, Suite 480
Beverly Hills, California 90212
April 29, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Betting, Inc. Form S-8
Retainer Stock Plan for Non-Employee Directors and Consultants
Dear Sir/Madame:
As certified public accountants, I hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of
our report dated April 7, 1999 in Betting, Inc.'s Form 10-KSB for the
year ended August 31, 1998, and to all references to our Firm included
in this registration statement.
Sincerely,
/s/ George Brenner
George Brenner, C.P.A.
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