Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
Imagica Entertainment, Inc.
(F/K/A Ranger International, Inc.)
(Exact name of registrant as specified in its charter)
Florida 59-2762999
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1518 SW 12th Avenue Ocala, Florida 34474
(Address of principal executive office) (Zip Code)
Robert Wormser
1518 SW 12th Avenue
Ocala, Florida 34474
(352) 867-7860
(Name, address and telephone number, including area code, of agent for service)
_______________
Independent Consulting Services Agreements with Tod Lotz and Mark Schultz.
(Full Title of the Plan)
_______________
CALCULATION OF REGISTRATION FEE
Title Amount to be Proposed maximum Proposed maximum Amount of
of Securities registered offering price aggregate offering Registration fee
per share<F1> price <F1>
Common Stock, 475,000 $2.37 $1,125,750 $388.19
par value $.001
<FN>
<F1> The price stated above is estimated solely for the purpose of calculation of registration
fee and is based on the average of the high and low prices paid for a share of the Company's
Common Stock on July 9, 1996.
</FN>
PART I
Item 1. Plan Information
Consulting Services Agreements
The Independent Consulting Services Agreement entered into June 12,
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and
Tod Lotz (the "Consultant") requires the Company to pay Consultant 325,000
shares of the Company's Common Stock as compensation for consulting
services. Under the terms of the Independent Consulting Services
Agreement, Consultant has agreed to render Public relations and long term
planning services to the Company. The Common Shares are fully vested at
the time of issuance.
The Independent Consulting Services Agreement entered into July 10,
1996, between Imagica(trademark) Entertainment, Inc. (the "Company") and
Mark Schultz (the "Consultant") requires the Company to pay Consultant 150,000
shares of the Company's Common Stock as compensation for consulting
services. Under the terms of the Independent Consulting Services
Agreement, Consultant has agreed to render Public relations and long term
planning services to the Company. The Common Shares are fully vested at
the time of issuance.
Item 2. Registrant Information and Employee Plan Annual Information
Plan participants may obtain, without charge, upon written or oral
request, any of the documents incorporated by reference in Item 3 of Part
II of this Registration Statement; these documents are incorporated by
reference in the Section 10(a) prospectus which is a part of this
Registration Statement. Plan participants may also obtain, without charge,
upon written or oral request, any other documents required to be delivered
to employees pursuant to Rule 428(b). All requests for documents should be
directed to: Imagica Entertainment, Inc., Attention: President, 1518 SW
12th Avenue,Ocala, Florida 34474 (352) 867-7860.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
Registration Statement, and are made a part hereof:
(a) The Registrant's latest annual report for the year ended May 31,
1995, on Form 10-KSB filed on or about January 4, 1996, and Registrant's
latest annual report, as amended, for the year ended May 31, 1995, on Form
10-KSB/A filed on or about January 5, 1996.
(b) The Registrant's latest quarterly reports for the quarters ended
August 31, 1995, November 30, 1995, and February 29, 1996, on Form 10-QSB
filed on or about January 4, 1996; January 13, 1996; April 10, 1996,
respectively.
(c) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-SBK referred to in paragraph (a) above.
(d) The descriptions of the registrant's securities which are contained
in its registration statements filed under section 12 of the Securities
Exchange Act of 1934, including any amendment or reports filed for the
purpose of updating such descriptions.
All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective
amendment indicating that all of the securities offered hereby have been
sold, or deregistering all such securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed
incorporated by reference herein modifies or supersedes such statement.
Any such document so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The By-Laws of the Company, contain a provision under which the
officers and directors of the Company would be indemnified to the full
extent permitted by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits
indemnification against expenses actually and reasonably incurred by a
director, officer, employee or agent to the extent that such person has
been successful in the defense of a matter eligible for indemnification
under the statute. Under certain circumstances, expenses may be paid by a
corporation in advance, subject to repayment, unless the defendant
ultimately is determined to be ineligible for indemnification. In addition,
the statute permits a corporation to indemnify directors and officers
against certain liabilities and to purchase and maintain director and
officer liability and reimbursement insurance against liabilities, whether
or not the corporation would have the power of indemnification against such
liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Page
(4) Instruments defining the rights of security holders,
including indentures
(a) Independent Consulting Services Agreement between
Imagica Entertainment, Inc.. and Tod Lotz
dated June 12, 1996.
(b) Independent Consulting Services Agreement between
Imagica Entertainment, Inc.. and Robert Ruben
dated June 14, 1996.
(5) Opinion re legality
(15) Letter re unaudited interim financial information None
(24) Consents of experts and counsel
(a) Consent of BDO Seidman
(b) Consent of Bruce Brashear, Esq.
(28) Additional exhibits None
(29) Information from reports furnished to state
insurance regulatory authorities None
Item 9. Undertakings.
(a)The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove any of the
securities that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for the
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), 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 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 the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies it has reasonable ground to believe it
meets all the requirements for filing on Form S-8 and has duly caused same
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Ocala, State of Florida, on the 10th day of July,
1996.
IMAGICA ENTERTAINMENT, Inc.
By:/s/Robert S. Wormser
Robert S. Wormser,
President and Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony M. Pallante his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution 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 Registration Statement, and to file the same, with all
exhibits hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done on or about the premises, as fully
and for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
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 has been signed by the following persons in the
capacities indicated, on the dates indicated.
Signature Title
/s/ Robert S. Wormser Chairman of the Board and Director
Robert S. Wormser
Date: July 10, 1996
/s/ William J. White Director
William J. White
Date: July 10, 1996