As filed with the Securities Exchange Commission on April 11, 2001
Registration No. 333-56592
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ENTERTAINMENT TECHNOLOGIES and PROGRAMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 87-521389
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(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
16055 Space Center Blvd., Suite 230
Houston, TX 77062
(281) 486-6115
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(Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
CONSULTING AGREEMENTS
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(Full Title of the Plan)
James D. Butcher
16055 Space Center Blvd., Suite 230
Houston, TX 77062
(281) 486-6115
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(Name, Address, Including Zip Code and
Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Robert L. Sonfield, Jr.
Sonfield and Sonfield
Attorneys at Law
770 South Post Oak Lane, Suite 435
Houston, Texas 77056
(713) 877-8333
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share (1) price (2) registration fee
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Common Stock,
$.001 par value 1,218,217 $.11 $134,003.87 $33.50
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(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities
Act of 1933. Based on the average of the high and low prices per share of Common Stock of the Registrant as reported on the
Over-The-Counter Electronic Bulletin Board market on April 3, 2001.
Page 3
INTRODUCTION
This Registration Statement on Form S-8 is filed by Entertainment Technologies and Programs, Inc. (the "Company" or the
"Registrant"), relating to 1,218,217 shares of its Common Stock, par value $.001 per share (the "Common Stock"), issuable to the
consultants of the Registrant as set forth herein to the following named persons:
NAME NUMBER OF SHARES DATE OF AGREEMENT
---- ---------------- -----------------
Philip W. Johnston 325,000 April 3, 2001
Kirk W. Evans 100,000 October 13, 2000
David Epstein 223,000 December 1, 2000
Jack A. Kanz 105,000 March 26, 2001
Martin R. Nathan 400,000 January 26, 2001
Kevin P. Regan 32,608 April 3, 2001
Robert E. Chamberlain, Jr. 32,609 April 3, 2001
(the "Consulting Agreements")
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Plan.
A copy of the Consulting Agreements are attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
Available Information.
Copies of the Consulting Agreements, 10-KSB Annual Report of the Registrant for the fiscal year ended September 30,
2000, all 10-QSB Quarterly Reports, any Current Reports and/or proxy or information statements filed with the Securities and
Exchange Commission (the "Commission") during the past twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any such participant or person purchasing any of the
securities registered hereby, copies of all of such documentation. Requests should be directed to James D. Butcher,
President, at the address and telephone appearing on the Cover Page of this Registration Statement.
Additional information regarding the Registrant may be reviewed at the Commission web site at www.sec.gov in the
EDGAR Archives.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the Registrant with the Commission are incorporated herein by
reference and made a part hereof:
(a) The Registrant's latest Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in (i) above; and
(c) The description of Registrant's Common Stock contained in its Registration Statement on Form 10, including
any amendment or report filed, for the purpose of updating such description.
All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates
that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law, a corporation has the power to indemnify any person who is made a party to any
civil, criminal, administrative or investigative proceeding, other than an action by or in the right of the corporation, by reason of
the fact that such person was a director, officer, employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct was committed was unlawful.
In addition, the Registrant's by-laws provide that the Registrant will indemnify the directors and officers from claims,
liabilities, damages, expenses, losses, costs, penalties or amounts paid in settlement incurred by any director or officer arising
out of his capacity as a director or officer of the Registrant to the maximum extent provided by applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit Description
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5.1 Legal Opinion of Sonfield and Sonfield
23.1 Consent of Sonfield and Sonfield (contained in Exhibit 5.1)
23.2 Consent of Ham, Langston and Brezina, L.L.P. (independent auditors)
24.1 Power of Attorney (contained on signature page hereto)
99.1 Consultant Agreement with Fordham, Ltd.
99.2 Consultant Agreement with Martin R. Nathan.
99.3 Consultant Agreement with Jack A. Kanz.
99.4 Consultant Agreement with David Epstein.
99.5 Consultant Agreement with Cotham, Harwell and Evans.
99.6 Consultant Agreement with Genesis Financial Group, L.L.C.
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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective
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 information required to be included
in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) 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.
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 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, Texas, on April 3, 2001.
ENTERTAINMENT TECHNOLOGIES and PROGRAMS, INC.
By: /s/ James D. Butcher
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James D. Butcher, President and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Mr. James D. Butcher, as his attorneys-in-fact and agent, with full
power of substitution and resubstitution for him in any and all capacities, to sign any and all amendments or post-effective
amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming that such
attorney-in-fact and agent or his substitute may 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 below by the
following persons in the capacities indicated on April 3, 2001.
Signature Capacity Date
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/s/ James D. Butcher President, Chief Executive April 3, 2001
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James D. Butcher Officer and Director (Principal
Executive Officer)
/s/ Leonida Butcher Director April 3, 2001
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Leonida Butcher
/s/ William Grasberger Secretary and Director April 3, 2001
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William Grasberger
/s/ Mark Madamba Director April 3, 2001
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Mark Madamba
/s/ Gobind Sahney Director April 3, 2001
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Gobind Sahney
/s/ Douglas Miller Director April 3, 2001
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Douglas Miller
/s/ George C. Woods Chief Financial Officer April 3, 2001
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George C. Woods
/s/ Jerry R. Long Director April 3, 2001
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Jerry R. Long
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------ -------------------
5.1 Legal Opinion of Sonfield and Sonfield
23.1 Consent of Sonfield and Sonfield (contained in Exhibit 5.1)
23.2 Consent of Ham, Langston and Brezina, L.L.P. (independent auditors)
24.1 Power of Attorney (contained on signature page hereto)
99.1 Consultant Agreement with Fordham, Ltd.
99.2 Consultant Agreement with Martin R. Nathan.
99.3 Consultant Agreement with Jack A. Kanz.
99.4 Consultant Agreement with David Epstein.
99.5 Consultant Agreement with Cotham, Harwell and Evans.
99.6 Consultant Agreement with Genesis Financial Group, L.L.C.
