As filed with the Securities and Exchange Commission on
June 30, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
FOOD COURT ENTERTAINMENT NETWORK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0338736
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
Shareholder/Broker Relations Agreement
(Full title of Plan)
Food Court Entertainment James N. Perkins, President
Network, Inc. and Chief Executive Officer
220 East 42nd Street, Food Court Entertainment
16th Floor Network, Inc.
New York, New York 10017 220 East 42nd Street
(212) 983-4500 16th Floor
(Address, including zip New York, New York 10017
code, and telephone number, (212) 983-4500
including area code, of (Name, address, including zip
Registrant's principal code, and telephone number,
executive offices) including area code, of agent
for service)
Copies to:
Stephen F. Ritner, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 964-1480
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of each Amount Offering Aggregate of
Class of Securities to be Price Offering Registration
to be Registered Registered per Unit Price Fee
<S> <C> <C> <C> <C>
Series A Common Stock, 100,000 $1.44 $144,000 $43.64(1)
par value $.01
per share
<FN>
(1) Calculated in accordance with Rule 457, based on the closing price of
$1.44 as reported on the Nasdaq National Market System on June 24, 1997.
</TABLE>
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997;
(c) The description of the Company's Series A Common Stock as
set forth in the Company's Registration Statement on
Form 8-A, filed with the Securities and Exchange Commission
on September 21, 1995, pursuant to which the Company
registered the Common Stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended; and
(d) All other documents filed by the Company 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 the Registration
Statement which indicated that all securities offered have
been sold or which deregisters all securities then remaining
in the Registration Statement and to be part thereof from
the date of filing of such documents.
Item 4. Description of Securities.
The description of the Series A Common Stock is incorporated
by reference herein. See "Item 3. Incorporation of Documents by
Reference."
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 ("Section 145") of the Delaware General
Corporation Law (the "DGCL") permits indemnification of
directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain
limitations. Article VIII of the Company's By-laws provide for
the indemnification of directors, officers and other authorized
representatives of the Company to the maximum extent permitted by
the DGCL. Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed actions, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer or agent of the corporation or another
enterprise if serving at the request of the corporation.
Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such actions, suit or
proceeding if the person indemnified acted in good faith and in a
manner such person reasonably believed to be in or not opposed
to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification
may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Section 145 further
provides that to the extent a director or officer of a
corporation has been successful in the defense of any action,
suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The
Company's By-laws do not differentiate between derivative actions
and other actions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibits:
Number Title
- ------ -----
4.1 Amended and Restated Certificate of Incorporation of
Food Court Entertainment Network, Inc. (Incorporated
by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1997).
4.2 Specimen Form of Series A Common Stock Certificate
(Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form SB-2 (File No. 33-91054)
of Food Court Entertainment Network, Inc.)
5.1 Opinion of Stevens & Lee
23.1 Consent of Stevens & Lee (included in Exhibit 5.1)
23.2 Consent of Richard A. Eisner & Company, LLP
24.1 Power of Attorney (included on signature page)
99.1 Shareholder/Broker Relations Agreement.
_____
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(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.
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That 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.
<PAGE>
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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the City of New York,
State of New York on June 16, 1997.
FOOD COURT ENTERTAINMENT NETWORK, INC.
By: /s/ James N. Perkins
James N. Perkins,
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert H. Lenz,
James N. Perkins, or Stephen F. Ritner, Esquire, and each of
them, his true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacity, to sign any or all
amendments to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
to such attorney-in-fact and agents full power and authority to
do and perform each and every act and this requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.
Signature
/s/ James N. Perkins President, Chief June 16, 1997
James N. Perkins Executive Officer,
and Director
(principal executive
officer and principal
accounting officer)
/s/ Robert H. Lenz Chairman of the June 16, 1997
Robert H. Lenz Board of Directors
/s/ Gary D. Penisten Director June 16, 1997
Gary D. Penisten
/s/ Howard W. Phillips Director June 16, 1997
Howard W. Phillips
/s/ Robert J. Wussler Director June 16, 1997
Robert J. Wussler
/s/ Benjamin Frank Director June 16, 1997
Benjamin Frank
/s/ James E. Galton Director June 16, 1997
James E. Galton<PAGE>
EXHIBIT INDEX
Number Title
- ------ -----
4.1 Amended and Restated Certificate of Incorporation of
Food Court Entertainment Network, Inc. (Incorporated
by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1997).
4.2 Specimen Form of Series A Common Stock Certificate
(Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form SB-2 (File No. 33-91054)
of Food Court Entertainment Network, Inc.)
5.1 Opinion of Stevens & Lee
23.1 Consent of Stevens & Lee (included in Exhibit 5.1)
23.2 Consent of Richard A. Eisner & Company, LLP
24.1 Power of Attorney (included on signature page)
99.1 Shareholder/Broker Relations Agreement.
_____
June 30, 1997
Board of Directors
Food Court Entertainment Network, Inc.
220 East 42nd Street
16th Floor
New York, New York 10017
Re: Registration Statement on Form S-8
Gentlemen:
In connection with the proposed issuance by Food Court
Entertainment Network, Inc. (the "Company") of up to 100,000
shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), pursuant to the Shareholder/Broker
Relations Agreement (the "Plan"), dated May 28, 1997, between the
Company and Brokers Resource Group, we as counsel to the Company,
have reviewed:
1. the Articles of Incorporation of the Company;
2. the Bylaws of the Company;
3. the Plan;
4. copies of the certificates representing shares of the
Common Stock; and
5. the Company's Registration Statement on Form S-8 (the
"Registration Statement"), relating to the shares of
Common Stock issuable under the Plan.
Based upon our review of such documents, it is our opinion
that the shares of Common Stock issuable under the Plan have been
duly authorized and, when and as issued in accordance with the
provisions of the Plan, will be legally issued by the Company and
fully paid and nonassessable.
The opinion speaks as of the date hereof. It is based on
facts and circumstances which exist on the date hereof. We
assume no obligation to update or supplement our opinion set
forth herein to reflect any change in facts or circumstances
which occur after the date hereof.
We consent to the filing of this opinion as an exhibit to
the Registration Statement, and to the reference to us under the
heading "Legal Matters" in the related Prospectus. In giving
this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 12, 1997 on the financial statements included in the
annual report on Form 10-KSB of Food Court Entertainment Network,
Inc. as at and for the year ended December 31, 1996.
/s/ Richard A. Eisner & Company, LLP
New York, New York
June 30, 1997
EXHIBIT 99.1
SHAREHOLDER/BROKER RELATIONS AGREEMENT
THIS AGREEMENT is made this 28th day of May, 1997
between Brokers Resource Group, hereinafter referred to as "BRG"
and FOOD COURT ENTERTAINMENT NETWORK, INC., hereinafter referred
to as "CLIENT."
RECITALS:
1. The CLIENT wishes to retain BRG to provide
Shareholder/Broker Relations Services to the CLIENT.
2. BRG is willing to provide such Shareholder/Broker
Relations Service as are more fully described herein.
NOW, THEREFORE, in consideration of the mutual promises
contained herein, it is agreed as follows:
1. Furnishing of information by CLIENT: The CLIENT
shall furnish to BRG information about the CLIENT such as copies
of disclosure and filing materials, financial statements,
business plans, promotional information and background of the
CLIENT'S officers and directors ("Information Package"). The
CLIENT shall update the Information Package on a continuous
basis. The CLIENT understands the sole purpose for providing BRG
with the Information Package is for utilization in a
Shareholder/Broker Relations Program. BRG is not obligated to
assess the financial viability of the CLIENT. BRG may rely on,
and assume the accuracy of the Information Package. Services
provided by BRG via this contract do not include financing
activities.
2. Representations and Warranties of CLIENT: The
CLIENT represents that all information included in the
Information Package furnished to BRG shall disclose all material
facts and shall not omit facts necessary to make statements made
on behalf of the CLIENT not misleading.
3. Covenants of the CLIENT: The CLIENT covenants and
warrants that any information submitted for dissemination will be
truthful, accurate, in compliance with all copyright laws and all
other applicable laws and regulations and will not be submitted
in connection with any improper or illegal act or deed.
4. Commencement: For the purposes of this contract
Phase I services will commence immediately AFTER signing of
contract and transfer of shares described in (5) Compensation.
Phase I services consist of appropriate company, industry and
market due diligence, gathering and production of all pertinent
material necessary to meet full disclosure requirements and
preparation of strategic promotions plan. Phase II services,
described fully in Exhibit "A," shall commence sixty (60) days
from contract signature.
5. Compensation: In consideration of the services
described herein and on the attached Exhibit "A" and paid for by
BRG, the CLIENT agrees to reimburse all pre-approved travel
related expenses and to pay:
(a) 100,000 Food Court Entertainment Network,
Inc. Class A Common Shares (FCENA) made payable to Frank A.
Marra. A maximum of 20,000 shares per month may be
liquidated to the public market during a period to commence
no earlier than September 1, 1997. (NOTE: Shares
registered under S-8 may only be issued to individuals, not
corporations).
(b) Options to be determined on or before forty-
five (45) days from date of contract signature.
6. Term: The term of this agreement shall be for a
period of eight (8) months from date of contract signature.
7. Miscellaneous: CLIENT agrees to provide the
following other items:
(a) All DTC and Transfer sheet information on a
timely basis - DTC weekly and Transfer Sheets monthly.
(b) Blue Sky information
(c) Ongoing supply of media kits complete with
all 10-Q's and 10-K's, Press Releases, Research Reports, as
well as any applicable printed material required by BRG to
help implement said Shareholder/Broker Relations Services.
(d) Current shareholders list.
8. Assumption of Liability: The CLIENT assumes and
claims all responsibility and liability for the content of any
and all WRITTEN information prepared by BRG and disseminated on
behalf of the CLIENT that the CLIENT approves prior to
dissemination.
9. Assignment and Delegation: Neither party may
assign any rights or delegate any duties hereunder without the
other party's express prior written consent.
10. Entire Agreement: This writing contains the
entire agreement of the parties. No representations were made or
relied upon by either party, other than those expressly set
forth. Furthermore, the CLIENT understands that BRG makes no
guarantees, assurances or representations in regard to the
results of its Shareholder/Broker Relations Program. No agent,
employee or other representative of either party is empowered to
alter any of the above terms, unless done in writing and signed
by an executive officer of the respective parties.
11. Controlling Law and Venue: This Agreement's
validity, interpretation and performance shall be controlled by
and construed under the laws of the State of Florida. The proper
venue and jurisdiction shall be the Circuit Court in Hillsborough
County, Florida.
12. Prevailing Party: In the event of the institution
of any legal proceedings or litigation, at the trial level or
appellate level, with regard to this Agreement, the prevailing
party shall be entitled to receive from the non-prevailing party
all costs, reasonable attorney's fees and expenses.
13. Failure to Object Not a Waiver: The failure of
either party to this Agreement to object to, or to take action
with respect to any conduct of the other which is in violation of
the terms of this Agreement shall not be construed as a waiver of
the violation as breach, or of any future violation, breach or
wrongful conduct.
14. Notices: All notices or other documents under
this Agreement shall be in writing and delivered personally or
mailed by certified mail, postage prepaid, addressed to the
representative or Company as follows:
COMPANY: BROKERS RESOURCE GROUP
10014 N. Dale Mabry Highway
Suite 101
Tampa, FL 33618
Attention: Frank Marra
CLIENT: FOOD COURT ENTERTAINMENT NETWORK, INC.
220 East 42nd Street
New York, NY 10017
Attention: James Perkins
15. Headings: Headings in this Agreement are for
convenience only and shall not be used to interpret or construe
its provisions.
16. Time: For all intents and purposes, time is of
the essence with this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of
the date first above written.
BROKERS RESOURCE GROUP
By/s/ Frank Marra May 28, 1997
Frank Marra/President Date
FOOD COURT ENTERTAINMENT NETWORK, INC.
By/s/ James Perkins May 28, 1997
Jan Perkins/President Date
<PAGE>
EXHIBIT "A"
This Phase II Shareholder/Broker Relations Services to be
provided by BRG for a Six-Month period are as follows:
I. RETAIL MARKET MAKING RECRUITMENT:
BRG will commence immediately contacting and recruiting
new Retail Market Makers to trade in the market of CLIENT.
II. RETAIL BROKER RECRUITMENT:
BRG will commence immediately contacting and recruiting
new Retail Brokers to trade in the market of CLIENT.
III. SMALL CAP MUTUAL FUND RECRUITMENT:
BRG will commence immediately contacting its network of
Small Cap Fund Managers to introduce them to CLIENT.
IV. NEWSLETTER WRITER CONTACT:
BRG will launch an "awareness campaign" with their
network of newsletter writers. This will involve tele-
conferences, mailings and constant updates as to the activity of
the CLIENT.
V. CURRENT SHAREHOLDER MAILING AND UPDATE:
BRG will mail a letter to all current shareholders
providing updated information and requesting referrals. BRG will
also work closely with current broker base to educate and
increase active referral recruitment.
VI. COLLATERAL INFORMATION PREPARATION:
BRG will immediately design and create the following
for use in the Shareholder/Broker Relations awareness campaign.
A. BULLET SHEET - This one page document highlights
the strengths of CLIENT. It includes a summarization of CLIENT'S
past, present and current business strategies, as well as all
current financial information.
B. BROKER BROADCAST FAX - BRG will design a "FAX
Mail" piece for CLIENT. Said piece will be broadcast to BRG's
proprietary broker list.
C. MEDIA KIT - BRG will update and revise any
materials which need to be added to CLIENT'S current Investor
Package for use in media, investor and/or broker promotion.
VII. SHAREHOLDER/BROKER DATABASE CREATION AND MANAGEMENT:
All potential investors created from Investor Relations
efforts will be followed up with Brokers to determine results.
All leads will continue to be worked for future promotions for
CLIENT. An ongoing Public Relations and Investor Education
program will be developed to generate future Investor
participation.
VIII. OTHER SERVICES PROVIDED (To be paid for
separately):
(a) Broker/Fund Manager road-show presentations.
BRG will produce and implement "hands-on"
presentations to selected brokerage houses and fund
managers.
(b) New shareholder lead generation.
BRG will implement a new shareholder lead
generation program designed to increase retail investor
participation.
