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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C..20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Entertainment Technologies & Programs, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
87-521389
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(I.R.S. employer identification no.)
16055 Space Center Blvd., Ste 230, Houston, Texas 77062
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(Address of principal executive office)
Consultant and Employee Stock Compensation Plan
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(Full title of the Plan)
Corporation Trust Center, 1209 Orange St., Wilimington, DE 19890
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(Name and address of agent for service)
302-658-7581
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount of Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share aggregate offering price registration fee
<S> <C> <C> <C> <C>
Common Stock 400,000 $.35(1) $140,000 $41.58
===================================================================================================================
</TABLE>
The date of this Prospectus is December 14, 1998.
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(1) Calculated in accordance with Rule 457(h)(l) using the average of the
bid and asked prices for the common stock on November 17, 1998.
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PROSPECTUS
ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
Up to 400,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under Consultant and Employee Stock Compensation Plans
and Reoffered by Means of this Prospectus
Selling shareholders of Entertainment Technologies & Programs, Inc.,
("Company") will offer their shares through the over-the-counter market or
through NASDAQ, if the Company's common stock is then included for quotation on
NASDAQ. Selling shareholders, if control persons, are required to sell their
shares in accordance with the volume limitations of Rule 144 under the
Securities Act of 1933, which restricts sales by each selling shareholder in any
three month period to the greater of 1% of the total outstanding common stock
(or approximately 294,841 shares) or the average weekly trading volume of the
Company's common stock during the four calendar weeks immediately preceding such
sale. It is expected that brokers and dealers effecting transactions will be
paid the normal and customary commissions for market transactions.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUMMARY OF PROSPECTUS
The Company was incorporated on October 2, 1985 to engage in the providing
of audio and video entertainment at military bases located in the United States
and abroad; to provide mobile musical entertainment; and to operate a music
stock in San Diego, California. Prior to April 1995, it had not engaged in any
material operations since approximately 1988. In April 1995, the Company
entered into a reorganization transaction with the shareholders of NiteLife,
Inc. and thus the assets and business of Nitelife Inc. became the business of
the Company. This prospectus accompanies reoffers by consultants and employees
of the Company of shares of common stock received through Company Consultant and
Employee Compensation Plans. The Company's principal offices are located at
16055 Space Center Blvd., Suite 230, Houston, Texas 77062, telephone number
(281) 486-6115.
RISK FACTORS
INVESTMENT IN THE SHARES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH
DEGREE OF RISK. IT IS IMPOSSIBLE TO FORESEE AND
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DESCRIBE ALL OF THE RISKS, BUSINESS, ECONOMIC AND FINANCIAL FACTORS AND
CONFLICTS OF INTEREST WHICH MAY AFFECT THE COMPANY. PROSPECTIVE INVESTORS AND
THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER, AMONG OTHER THINGS,
OPERATING HISTORY
The Company has been involved in the entertainment provider industry since
1995. The Company has reported a decrease in annual revenues of $1,155,841 for
the year ended December 31, 1997 revenues of $5,493,760 from the previous year
ended December 31, 1996 revenues of $6,749,601. The gross profit for the year
ended December 31, 1997 showed an increase of $405,413 (11.95%) to $2,985,777.
At the period ending June 30, 1998 the Company is showing Total Assets of
$7,822,996 compared to $2,982,362 for the same period in 1997. Even though the
Company is still showing a (NET) LOSS PER SHARE of $.01 it has managed to
decrease the loss from year ended December 31, 1996 of $.06 per share.
CAPITAL NEEDS
Although the recent acquisitions and improved operations through management
and cost cutting measurers should lead to a surplus in working capital it is
possible the in order to succeed, the Company may require a significant capital
infusion for working capital and for marketing. The Company hopes to raise
capital through private placements of its securities, but cannot be certain that
such offerings will be successful.
COMPETITION
Although the Company believes its products and services are superior to
those of its present competitors, the potential market for the products is so
large that larger companies may be enticed to enter the market. Such companies,
which would have resources much greater that those of the Company, could gain
competitive advantages over the Company by committing large sums of research and
development or lowering prices or both.
RELIANCE ON MANAGEMENT
The Company relies heavily on the experience, expertise and business
contacts of its senior management, James Butcher, William Grasberger, Mark
Madambe and Jeffery Thorton. If either Mr. Butcher or Mr Grasberger should die
or otherwise cease to serve the Company, they would be very difficult to replace
and the Company's ability to meet its goals would be adversely affected.
PRODUCT LIABILITY
The registrant's products do not possess the potential for misuse.
Nevertheless, there can be no assurance that product liability suits will not be
brought, that the registrant
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will be successful in defending them or that the registrant will be able to
obtain adequate product liability insurance, the premiums and deductibles of
which are very high.
INFORMATION WITH RESPECT TO THE COMPANY
This prospectus is accompanied by the Company's Annual Report to security
holders for the year ended December 31, 1997, Report of Form 10-K and Quarterly
Report filed for the Period Ending June 30, 1998 subsequent thereto. These
Annual and Quarterly reports, as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Acto
of 1934, are hereby incorporated by reference in this prospectus and may be
obtained upon the oral or written request of any person to the Company at 16055
Space Center Blvd., Ste 230, Houston, Texas 77062.
DESCRIPTION OF SECURITIES
GENERAL
The Company's authorized capitalization is 50,000,000 shares consisting of
solely of shares of Common Stock, Par Value $.001 of which 29,848,108 shares
will be issued and outstanding after issuance to the selling shareholders
referred to in the preceding section.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of Common Stock do
not carry cumulative voting rights and therefore, holders of a majority of the
outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any members to the board of directors. The Company's board of directors has
authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which may
dilute the book value of the Common Stock.
Shareholders of the Company have no pre-emptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after satisfaction of all liabilities. Holders of
Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of
dividends. The Company has not paid dividends on its Common Stock and does not
anticipate that it will pay dividends in the foreseeable future.
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PART II
Item 3. Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrant's Annual Report on Form 10-K filed for the year ended
December 31, 1997, filed under the name of Entertainment Technologies &
Programs, Inc.
(b) The registrant's Quarterly Report on Form 10-Q for the quarter ended
June 31, 1998 (filed under the name of Entertainment Technologies &
Programs, Inc.);
(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 on Form 10, File No.0-23914 filed April 20,
1994.
Item 5. Interests of Named Experts and Counsel.
Mr. Steve Fischer is counsel to the registrant. He received no shares of
Common Stock for services rendered to the registrant.
Item 6. Indemnification of Officers and Directors.
The Company's Articles of Incorporation and the Delaware General Corporate
Law provide for indemnification of directors and officers against certain
liabilities. Officers and directors of the Company are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it its 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.
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
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expressed in the Act and is, therefore, unenforceable.
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.
3.1 Articles of Incorporation of registrant, as amended.(2)
3.2 Bylaws(3)
5 Opinion of Mr. Steve Fischer regarding legality of shares being issued.(4)
10 Consultant and Employee Stock Compensation Plan.(4)
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
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(2) Incorporated by reference from Form S-?, File No. ? and Form 8-K dated ?.
(3) Incorporated by reference from Form S-?, File No. ?
(4) Filed herewith.
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(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.
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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 Houston, State of Texas, on this 14th day of
December, 1998.
Entertainment Technologies & Programs, Inc.
By: /s/ James D. Butcher
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James D. Butcher, Chairman & CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 14th day of December, 1998 by the
following persons in the capacities indicated.
SIGNATURE TITLE
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/s/ James D. Butcher CEO and Director
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James D. Butcher
/s/ William Grasberger Secretary, CFO and Director
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William Grasberger
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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5 Opinion and Consent of Mr. Steve Fischer
10 Consultant and Employee Stock Compensation Plan
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EXHIBIT 5
STEVE FISCHER
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2026 West Oak St. . Denton, TX . 76201 . Phone (817) 380-0223
December 15, 1998
Entertainment Technologies & Programs, Inc.
16055 Space Center Blvd., Suite 230
Houston, Tx 77062
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
You have requested our opinion as to the legality of the issuance by you
(the "Corporation") of up to 400,000 shares of Common Stock (the "Shares")
pursuant to a Registration Statement on Form S-8 (the "Registration Statement")
to be filed on November 19, 1998.
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 our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the original of any 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, we are 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. Any shares issued pursuant this Capital Registration shall be
issued without 'Restrictive Legend'.
Our 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.
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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/ STEVE FISCHER
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Mr. Steve Fischer
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UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF THE
DIRECTORS OF
ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
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, the Board of Directors of this Corporation be and hereby
are authorzied to issue shares of its common Stock to the persons, in the
amounts and for the consideration as may be determined by the Board of
Directors pursuant to the Consultant and Employee Stock Compensation Plan;
FURTHER RESOLVED, that the Corporation register 400,000 shares of its
Common Stock with the Securities and exchange Commission on Form S-8,
including the shares to be issued to consultants and other 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 November 19, 1998
/s/ JAMES D. BUTCHER
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James D. Butcher, CEO
/s/ WILLIAM GRASBERGER
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William Grasberger, Secretary
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EXHIBIT 10
ENTERTAINMENT TECHNOLOGIES & PROGRAMS, 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.
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ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
1998 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Entertainment
Technologies & Programs, Inc. ("ETP") 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 $.15 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.
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III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is May 18, 1993.
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 1,000,000 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.
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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.
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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.
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