AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MARCH 27, 1997
REGISTRATION NO. 333-
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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
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DIAMOND ENTERTAINMENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW JERSEY 22-2748019
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(STATE OR OTHER JURIS- (I.R.S. EMPLOYER
DICTION OF INCORPORA- IDENTIFICATION
TION OR ORGANIZATION) NUMBER)
16818 MARQUARDT AVENUE
CERRITOS, CALIFORNIA 90703
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
CONSULTING AGREEMENT BETWEEN THE COMPANY AND RONALD AINSWORTH, ANDRES BOYD-JONES
AND LEON BRONFIN DATED JUNE 21, 1996
CONSULTING AGREEMENT BETWEEN THE COMPANY AND GEORGE FURLA DATED APRIL 1, 1996
CONSULTING AGREEMENT BETWEEN THE COMPANY AND PETER BENZ DATED APRIL 1, 1996
JAMES K.T. LU
PRESIDENT
DIAMOND ENTERTAINMENT CORPORATION
16818 MARQUARDT AVENUE
CERRITOS, CALIFORNIA 90703
(310) 921-3999
(NAME, ADDRESS AND TELEPHONE
NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
STEVEN WASSERMAN, ESQ.
BERNSTEIN & WASSERMAN
950 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 826-0730
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933 CHECK THE FOLLOWING BOX: x
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
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WARRANTS (3) 1,400,000 ---- ---- ----
COMMON STOCK, 1,400,000 SHARES $ .25 $350,000 $106.05
NO PAR VALUE,
UNDERLYING WARRANTS
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended ("Securities Act"), this registration statement also covers an
indeterminate number of shares as may be required by reason of any stock
dividend, recapitalization, stock split, reorganization, merger,
consolidation, combination or exchange of shares or other similar change
affecting the stock.
(2) The proposed maximum offering price per share is based upon the designated
exercise price as stated in the appropriate consulting agreements under
which the warrants were granted.
(3) Warrants are exercisable at $.25 per share.
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PART I
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
The document(s) containing the information specified in this Part I will be
sent or given to participants in the Plan to which this Registration Statement
relates, as specified by Rule 428(b) promulgated under the Securities Act of
1933, as amended, and are not filed as part of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents or portions thereof, as filed with the Securities
and Exchange Commission by Diamond Entertainment Corporation, a New Jersey
Corporation (the "Corporation"), are incorporated herein by reference:
(1) Annual Report on Form 10-KSB for the year ended March 31, 1996.
(2) Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1996.
(3) Quarterly Report on Form 10-Q/A for the quarter ended September 30,
1996.
(4) Quarterly Report on Form 10-Q for the quarter ended December 31, 1996.
(5) The description of the Common Stock, no par value per share ("Common
Stock"), of the Corporation contained in the Corporation registration statement
filed under Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment which indicate that all securities offered
have been sold or which registers 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 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 or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company is authorized to issue up to 100,000,000 shares of Common
Stock, of which 13,931,840 shares were issued and outstanding as of October 8,
1996. The Company held its annual meeting of shareholders on August 23, 1996 at
which time an amendment to the Company's certificate of incorporation to
increase the authorized shares of Common Stock was approved. All of the issued
and outstanding shares of Common Stock are fully paid, validly issued and
non-assessable.
Subject to the rights of holders of Preferred Stock, if any, holders of
shares of Common Stock of the Company are entitled to share equally on a per
share basis in such dividends as may be declared by the Board of Directors out
of funds legally available therefor. There are presently no plans to pay
dividends with respect to the shares of Common Stock. See "Dividend Policy."
Upon liquidation, dissolution or winding up of the Company, after payment of
creditors and the holders of any senior securities of the Company, including
Preferred Stock, if any, the assets of the Company will be divided pro rata on a
per share basis among the holders of the shares of Common Stock. The Common
Stock is not subject to any liability for further assessments. There are no
conversion or redemption privileges nor any sinking fund provisions with respect
to the Common Stock and the Common Stock is not subject to call. The holders of
Common Stock do not have any preemptive or other subscription rights.
Holders of shares of Common Stock are entitled to cast one vote for each
share held at all stockholders' meetings for all purposes, including the
election of directors. The Common Stock does not have cumulative voting rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act (the "Statute")
empowers a corporation as follows:
"Any corporation organized for any purpose under any general or special law
of this State shall have the power to indemnify a corporate agent against his
expense and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if (a) such
corporate agent acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation; and (b) with respect
to any criminal proceeding, such corporate agent had no reasonable cause to
believe his conduct was unlawful. The
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termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that such corporate agent did not meet the applicable standards of
conduct set forth elsewhere in this Statute.
CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation provides that the Company shall
indemnify those persons entitled to be indemnified, to the fullest extent
permitted by Section 14 A:3-5 of the Statute.
COMMISSION POLICY
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company, the Company
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None applicable
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
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4.1 Certificate of Incorporation of the Corporation, as amended
(Incorporated by reference to Corporation's Registration
Statement on Form S-18 Registration No.33-33997)
4.2 By-Laws of the Corporation, as amended (Incorporated by reference
to the Corporation's Registration Statement on Form S-18
Registration No.33- 33997).
4.3 Certificate of Amendment to the Certificate of Incorporation,
dated September 27, 1996.
4.4 Consulting Agreement dated as of June 21, 1996 between the
Corporation and Ronald Ainsworth, Andres Boyd-Jones and Leon M
Bronfin.
4.5 Consulting Agreement dated as of April 1, 1996 between the
Corporation and Peter Benz.
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4.6 Consulting Agreement dated as of April 1, 1996 between the
Corporation and George Furla.
5.1 Opinion of Bernstein & Wasserman, LLP.
23.1 Consent of Bernstein & Wasserman, LLP (included in Exhibit 5.1).
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, the paragraphs (1)(i) and (1)(ii) do not apply if the
information is 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 15(d) of the Exchange Act that are incorporated
by reference 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 be deemed to be the initial bona fide
offering thereof; and;
(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. The undersigned registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing
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of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
C. 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 provisions described in item 6, 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
Securities 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.
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SIGNATURE
Pursuant to the requirement of the Securities Act of 1933, as amended, 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 Cerritos, California, on the 7th day of March, 1997.
DIAMOND ENTERTAINMENT CORP.
By:/s/ James. K.T. Lu
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James K.T. Lu
Chairman of the Board, Chief Executive Officer;
President; Secretary and Director
By:/s/ Thomas Sung
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Thomas Sung
Principal Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ James K.T. Lu Chairman of the Board March 7, 1997
- ------------------------ Chief Executive Officer; President;
James K.T. Lu Secretary and Director
/s/Jeffrey I. Schillen Executive Vice President Sales March 7, 1997
- ----------------------- and Marketing and Director
Jeffrey I. Schillen
/s/Murray T. Scott Director March 7, 1997
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Murray T. Scott
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DIAMOND ENTERTAINMENT CORPORATION
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
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INDEX TO EXHIBITS
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Exhibit No. Document
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4.1 Certificate of Incorporation of the Corporation, as amended
(Incorporated by reference to Corporation's Registration
Statement on Form S-18 Registration No.33-33997)
4.2 By-Laws of the Corporation, as amended (Incorporated by reference
to the Corporation's Registration Statement on Form S-18
Registration No.33- 33997).
4.3 Certificate of Amendment to the Certificate of Incorporation,
dated September 27, 1996.
4.4 Consulting Agreement dated as of June 21, 1996 between the
Corporation and Ronald Ainsworth, Andres Boyd-Jones and Leon M
Bronfin.
4.5 Consulting Agreement dated as of April 1, 1996 between the
Corporation and Peter Benz.
4.6 Consulting Agreement dated as of April 1, 1996 between the
Corporation and George Furla.
5.1 Opinion of Bernstein & Wasserman, LLP.
23.1 Consent of Bernstein & Wasserman, LLP (included in Exhibit 5.1).
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