As filed with the Securities & Exchange Commission on February 10, 1997
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
RENAISSANCE ENTERTAINMENT CORPORATION
(Exact name of issuer as specified in its charter)
COLORADO 81-1094630
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4440 ARAPAHOE ROAD, SUITE 200
BOULDER, CO 80303
(303) 444-8273
(Address and telephone number of principal executive offices)
CHARLES S. LEAVELL
RENAISSANCE ENTERTAINMENT CORPORATION
4440 ARAPAHOE ROAD, SUITE 200
BOULDER, COLORADO 80303
(303) 444-8273
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or reinvestment plans, please check the following box. |_|
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
- ------------------------------------------------------------------------------------------------------------------
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Offering Price Per Aggregate Offering
Securities Amount to be Share Price Amount of
Registered (1) Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- -------------------
Common Stock, $.03 par 64,350 Shares $5.96785 (2) $384,089 (2) $116.39
value
- ------------------------ ---------------------- ---------------------- ----------------------- -------------------
(1) Shares are currently issued and outstanding and are being issued for
resale by certain Selling Shareholders.
(2) Estimated solely for purposes of calculating the registration fee. In
accordance with Rule 457(c) of Regulation C, the estimated price is
based on the average of the high and low reported prices on the Nasdaq
National Market on February 4, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to completion, dated February 10, 1997
RENAISSANCE ENTERTAINMENT CORPORATION
Common Stock
64,350 Shares
The shares offered hereby are 64,350 issued and outstanding shares (the
"Shares") of Common Stock, $.03 par value ("Common Stock"), of Renaissance
Entertainment Corporation (the "Company") owned by certain selling shareholders
("Selling Shareholders"), which may be sold from time to time by the Selling
Shareholders for their own accounts. The Company has been advised that the
Selling Shareholders may from time to time sell the Shares to or through brokers
or dealers in one or more transactions, on the Nasdaq National Market or
otherwise, at market prices prevailing at the time of sale, at prices relating
to such prevailing market prices, or at negotiated prices.
The Company's Common Stock is listed on the Nasdaq National Market
under the symbol FAIR. The Company's Common Stock also is listed on the
Philadelphia Stock Exchange under the symbol REC. On February 4, 1997, the last
reported sale price of Common Stock, as reported on the Nasdaq National Market,
was $6.1875 per share.
-------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD
BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Since the Common Stock registered hereunder is being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"), the Company cannot include herein information
about the price to the public of the Common Stock or the proceeds to the Selling
Shareholders. The Company will receive no proceeds from any sales of Common
Stock by the Selling Shareholders, and the Company is obligated to pay the
expenses of this offering, which are estimated at $1000.00. The Selling
Shareholders will pay their own expenses in connection with sales of the Common
Stock. The Selling Shareholders and any brokers or dealers executing selling
orders on their behalf may be deemed "underwriters" within the meaning of the
Act, in which event the usual and customary selling commissions which may be
paid to the brokers or dealers may be deemed to be underwriting commissions
under the Act. There can be no assurance that any or all of the Shares
registered hereunder will be sold. See "PLAN OF DISTRIBUTION."
The date of this Prospectus is February ___, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street N.W., Washington,
D.C. 20549, and inspected at the Commission's regional offices at Suite 1400,
500 West Madison Street, Chicago, Illinois 60661. Copies of such material can
also be obtained from the Public Reference Section of the Commission, 450 Fifth
Street N.W., Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock, Class A Warrants and Class B Warrants are
listed on the Philadelphia Stock Exchange under the symbols REC, REC.A and
REC.B, respectively. Reports, proxy statements and other information filed by
the Company with the Philadelphia Stock Exchange may be inspected at such
exchange.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Act"), with respect
to the securities offered hereby. This Prospectus omits certain information
included in such Registration Statement. For further information about the
Company and its securities, reference is made to such Registration Statement and
to the exhibits filed as part thereof or otherwise incorporated therein. Each
summary in this Prospectus of information included in the Registration Statement
or any exhibit thereto is qualified in its entirety by this reference to such
information or exhibit.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the Exchange
Act and, in accordance therewith, files reports and other information with the
Commission. The following documents, which have been filed by the Company with
the Commission pursuant to the Exchange Act (File No. 0-23782), are incorporated
by reference in this registration statement:
(a) The Company's Annual Report on Form 10-KSB for the year
ended March 31, 1996.
(b) The Company's Quarterly Reports on Form l0-QSB for the
quarters ended June 30, 1996 and September 30, 1996.
(c) The Company's definitive Proxy Statement for the 1996
Annual Meeting of Shareholders held on November 26, 1996.
(d) The Company's Report on Form 8-K filed with the Commission
on July 3, 1996.
(e) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, as amended, filed
under the Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that 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 such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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
document. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the information that
has been incorporated by reference in this Prospectus. Requests may be directed
to Charles S. Leavell, President, Renaissance Entertainment Corporation, 4440
Arapahoe Road, Suite 200, Boulder, Colorado 80303, (303) 444-8273.
THE COMPANY AND RECENT DEVELOPMENTS
Renaissance Entertainment Corporation operates five Renaissance Faires
in the United States. In fiscal 1996, the Company operated the Bristol
Renaissance Faire, Northern California Renaissance Faire, Southern California
Renaissance Faire, New York Renaissance Faire and Virginia Renaissance Faire.
With these five Faires, the Company believes that it is the largest operator of
Renaissance Faires and Renaissance entertainment events in the United States.
The Renaissance entertainment industry consists of over 100 separate events of
varying size with a Renaissance theme and has an estimated attendance in excess
of 4,000,000 visitors annually.
The Renaissance Faire is a recreation of a Renaissance village, a
fantasy experience transporting the visitor back into sixteenth century England.
This fantasy experience is created through authentic craft shops, food vendors
and continuous live entertainment throughout the day, both on the street and the
stage including actors, jugglers, jousters, magicians, dancers and musicians.
The Company owns and operates the Bristol Renaissance Faire in Kenosha,
Wisconsin, serving the Chicago/Milwaukee metropolitan region; the Northern
California Renaissance Pleasure Faire in Novato, California serving the San
Francisco Bay area; the Southern California Renaissance Pleasure Faire in
Devore, California serving the greater Los Angeles metropolitan area; the New
York Renaissance Faire in Tuxedo, New York, serving the New York City
metropolitan area; and the Virginia Renaissance Faire in Fredericksburg,
Virginia, serving the Washington D.C. and Richmond metropolitan areas. The
Company is currently negotiating for a new permanent location for the Southern
California Renaissance Pleasure Faire, although the change in location is not
expected to take place until 1998, at the earliest. In addition, it is possible
that the Company may not be able to operate a Faire in 1997, because the lease
for the site at which the Faire has been operated (which expires in the Spring
of 1997), may not be renewed, and it is extremely unlikely that an alternative
site could be prepared in time. If the Company were unable to operate a Faire in
Northern California in 1997, it would have a material adverse effect on the
Company's results of operations in 1997. See "RISK FACTORS."
In July 1995, the Company acquired approximately 250 acres of land in
Fredericksburg, Virginia in order to construct a Renaissance Faire on that site.
The Virginia Renaissance Faire opened in May 1996.
In February 1996, the Company acquired all of the issued and
outstanding stock of Creative Faires, Ltd., which owns and operates the New York
Renaissance Faire. In connection with this acquisition, the Company issued
540,000 (adjusted for a two-for-one stock split effective October 21, 1996)
shares of Common Stock to Barbara Hope and Donald Gaiti, two of the Selling
Shareholders and the former shareholders of Creative Faires, Ltd.
The Company's strategic plan is to grow through internal growth and by
developing and acquiring additional Renaissance Faires located throughout the
United States. The Company believes that with a long-term strategy of internal
growth and acquisitions, the Company will strengthen its market position.
The Company maintains its principal executive offices at 4440 Arapahoe
Road, Suite 200, Boulder, Colorado 80303, where its telephone number is (303)
444-8273.
RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should carefully consider the following risk factors in
evaluating the Company and its business before purchasing the Shares offered
hereby.
RECENT LOSSES. Although the Company was profitable in its fiscal year
ended March 31, 1995, it incurred a net loss of $1,273,671 in the fiscal year
ended March 31, 1996 and a net loss of $22,291 for the six months ended
September 30, 1996. Furthermore, the Company will incur a net loss for the
fiscal period ending December 31, 1996, since the Company's revenues are almost
all recognized in the six month period ended September 30th. In addition, the
Company expects to incur a net loss for the fiscal year ending December 31,
1997. There is no assurance that the Company will return to profitability in any
subsequent period. Each of the New York and Virginia Faires operated at a loss
during 1996, and the Southern California Faire has been less profitable than
anticipated since it commenced operation in 1994. Furthermore, it is likely that
the Virginia Faire will continue to operate at a loss for the next few years. If
the performance of these Faires does not improve in subsequent periods, the
Company's ability to achieve and sustain profitability in subsequent periods
will be adversely affected. In addition, if the Company were unable to operate a
Faire in Northern California in 1997, it would have a material adverse effect on
the Company's results of operations in 1997. See "POSSIBLE SUSPENSION OF
NORTHERN CALIFORNIA FAIRE FOR 1997."
NEED FOR ADDITIONAL CAPITAL. The Company had a working capital deficit
of $412,975 as of September 30, 1996, which reflected a decrease in working
capital of $427,998 from March 31, 1996. The Company requires approximately
$3,000,000 plus cash expected to be available from a line of credit which the
Company is currently seeking to obtain to enable it to sustain current
operations on a continuing basis. However, there can be no assurance that the
Company will not need additional funds to sustain current operations prior to or
after that time. The Company is currently in discussions with one of its
existing lenders to obtain a $1,500,000 line of credit, although there can be no
assurance that such line of credit will be available to the Company on
acceptable terms, or at all. If this line of credit is not available, the
Company will require approximately $4,000,000 to sustain operations beyond 1997.
In addition, the Company will require additional funding to move its Southern
California Faire to a new location (see "RELOCATION OF SOUTHERN CALIFORNIA
FAIRE"), and to expand its business, and may require additional funding in order
to develop a new site for the Northern California Faire, if one is required (see
"POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA FAIRE FOR 1997"). Additional capital
may be sought through borrowings or from additional equity financing. Future
equity financing may occur through the sale of either unregistered stock in
exempt offerings or through the public offering of registered equity securities.
Such additional equity financing may result in additional dilution to investors.
In any case, there can be no assurance that any additional capital can be
satisfactorily obtained if and when required.
POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA FAIRE FOR 1997. The Company
operates its Northern California Faire during the Fall of each year at a site in
Novato, California. The Company's current lease for that site, which is on a
year-to-year basis, expires in the Spring of 1997. The Company understands that
the owner of the site is seeking to develop the site for commercial construction
purposes, although the owner's efforts to do so are currently being blocked by
pending litigation in which the use of the site for such purpose is being
challenged. The Company believes that its lease for the site will be renewed for
another year unless resolution of the litigation allowing the site owner to
proceed with development is imminent at the time the lease renewal is to be
determined. There is no assurance, however, that the lease will be renewed. If
the lease is not renewed, and since it is extremely unlikely that an alternative
site could be prepared in time, it is doubtful that the Company would conduct a
Faire in Northern California in 1997. This would have a material adverse effect
on the Company's results of operations in 1997. The Company is investigating a
new site for the Faire which, if acceptable and available, will not be available
until at least 1998. The Company estimates that it will be required to spend
approximately $300,000 for an environmental impact study and other site
consideration expenses before necessary governmental approvals can be obtained.
There is no assurance that, if the Company incurs these and other site
consideration expenses, it will be successful in obtaining all necessary
approvals for the site to be available for the Faire in 1998 or any subsequent
period. In addition, the Company estimates that it will be required to spend
from $500,000 to $1,000,000 for development of the site prior to the opening of
the Faire at the new site.
RELOCATION OF SOUTHERN CALIFORNIA FAIRE. Since April 1994, the Company
has operated its Southern California Faire in Devore, California. Although the
Company has operated that Faire during the past two years at a small profit,
management believes that it will have to relocate the Faire in order to improve
its profitability in the future. The Company has recently entered into a
non-binding letter of intent with the owner of a site in Pomano, California
which contemplates that the Company will commence operation of the Southern
California Faire at that site starting in 1998. The letter of intent calls for
the Company to construct a new village for the Faire. The Company estimates that
the cost of such construction would be approximately $3,000,000. The Company
will need additional funds from one or more third parties to finance such
construction. If such funds are not available, the Company would, in all
likelihood, continue to operate the Faire at its current location in 1998 and
possibly beyond.
DEPENDENCE UPON MANAGEMENT. The Company's future success depends in a
large part on the continued service of its key marketing, sales, promotional and
management personnel and on its ability to continue to attract, motivate and
retain highly qualified employees. The loss of the services of key personnel
could have a material adverse effect upon the Company's operations and
development efforts. While the Company has written employment contracts with
several of its key executive officers, there can be no assurance of their
continued service to the Company. The Company does not have key person life
insurance covering its management personnel or other key employees.
COMPETITION. The Company faces significant competition from numerous
organizations throughout the country which offer Renaissance Faires and other
entertainment events, including amusement parks, theme parks, local and county
fairs and festivals, some of which possess significantly greater resources than
the Company and in many cases greater expertise and industry contacts. The
Company estimates that there are currently twenty major Renaissance Faires
produced each year. In addition, the Company estimates that there are 100 minor
Renaissance Faire events held throughout the United States each year, ranging in
duration from one day to two weekends.
LACK OF TRADEMARK PROTECTION. Because of the large number of existing
Renaissance Faires, it is unlikely that the Company will be able to rely upon
trademark or service mark protection for the name "Renaissance Faire." As a
result, there is no protection against others using the name "Renaissance Faire"
for the production of entertainment events similar to those produced by the
Company. The Company's own Faires could be negatively impacted by association
with substandard productions.
PUBLIC LIABILITY AND INSURANCE. As a producer of a public entertainment
event, the Company has exposure for claims of personal injury and property
damage suffered by visitors to the Faires. To date, the Company has only
experienced minimal claims which it has been able to resolve without litigation.
The Company maintains comprehensive liability insurance which it considers to be
adequate against this risk; however, there can be no assurance that a
catastrophic event or claim which could result in damage or liability in excess
of this coverage will not occur.
DEPENDENCE UPON VENDORS. A substantial portion of the Company's
revenues generated at each Faire are derived from arrangements that the Company
has with vendors who construct elaborate booths at the Faires and sell a variety
of food, crafts and souvenirs. This arrangement consists of either a fixed
rental paid by the vendors to the Company or a percent of revenues. In either
case, the success of a Faire is dependent upon the Company's ability to attract
responsible vendors who sell high quality goods.
SEASONALITY. The Company's Renaissance Faires are located in
traditionally seasonal areas which attract the greatest number of visitors
during the warm weather months in the spring, summer and early fall. Unless the
Company acquires or develops additional Faire sites in areas which are
counter-seasonal to the present sites located in temperate climates, the
Company's revenues and income will be highly concentrated in the six months
ended September 30th of each year.
DEPENDENCE UPON WEATHER. Each Renaissance Faire operated by the Company
is scheduled for a finite period, typically consecutive weekends during a six to
nine week period, which are determined substantially in advance in order to
facilitate advertising and other promotional efforts. The success of each Faire
is directly dependent upon public attendance, which is directly affected by
weather conditions. Poor weather can result in substantial declines in
attendance and, as a result, loss of revenues. Further, as the Renaissance
Faires are outdoor events, they are vulnerable to severe weather conditions that
can cause damage to the Faire's infrastructure and buildings, as well as
injuries to patrons and employees. Risks associated with the weather are beyond
anyone's control but have a direct and material impact upon the relative success
or failure of a given Faire.
LICENSING AND OTHER GOVERNMENTAL REGULATION. For each Faire operated by
the Company, it is necessary for the Company to apply for and obtain permits and
other licenses from local governmental authorities controlling the conduct of
the Faire, service of alcoholic beverages, food, health and sanitation and other
matters at the Faire sites. Each governmental jurisdiction has its own
regulatory requirements which can impose unforeseeable delays or impediments in
preparing for a Faire production. While the Company has been able to obtain all
necessary permit and licenses in the past, there can be no assurance that future
changes in governmental regulation or the adoption of more stringent
requirements may not have a material adverse impact upon the Company's future
operations.
FAIRE SITES. While the Company owns the sites at which the Bristol
Renaissance Faire and the Virginia Faire are operated, the Company's Northern
and Southern California Faire sites have been held pursuant to short-term
leases. The New York Faire is also operated on a leased site. It is expected
that future Faires that may be developed by the Company, if any, will also be
presented on leased sites. The terms and conditions of each lease will vary from
location and to a large extent are beyond the control of the Company. Further,
there can be no assurance that the Company will be able to continue to lease
existing Faire sites on terms acceptable to the Company, or be successful in
obtaining other sites on favorable locations. The Company's dependence upon
leasing Faire sites creates a substantial risk of fluctuation in the Company's
operations from year to year. See "POSSIBLE SUSPENSION OF NORTHERN CALIFORNIA
FAIRE FOR 1997."
SHARES ELIGIBLE FOR FUTURE SALE UNDER RULE 144. The Company estimates
that approximately 3,250,000 shares of the Company's Common Stock currently
outstanding are "restricted securities" which, under certain circumstances, can
be sold publicly in compliance with Rule 144 adopted under the Securities Act.
The possibility that substantial amounts of Common Stock may be sold in the
public market under Rule 144 may adversely effect the prevailing market price
for the Common Stock. Certain present and former executive officers and
directors (owning in the aggregate 749,332 shares of Common Stock and options to
purchase an additional 420,932 shares of Common Stock) have agreed with the
Company not to sell in excess of 100,000 shares (in the aggregate) in any three
month period pursuant to Rule 144 without the consent of the Company and Duke &
Co., Inc., the underwriter of the Company's 1995 public offering, during the two
year period commencing on April 1, 1997, and not to sell any shares pursuant to
Rule 144 prior to April 1, 1997 (except that one of such persons may sell up to
130,000 shares prior to that date).
MARKET OVERHANG FROM WARRANTS AND OUTSTANDING OPTIONS. As of January
30, 1997, the Company had outstanding options and warrants to purchase a total
of 4,391,654 shares, including Class A and Class B warrants to purchase an
aggregate of 3,761,558 shares issued in a public offering in 1995 ("Public
Warrants"). To the extent that such stock options or warrants are exercised,
dilution to the interests of the Company's shareholders may occur. Exercise of
these options or warrants or even the potential of their exercise may have an
adverse effect on the trading price and market for the Company's Common Stock.
The holders of the options or warrants are likely to exercise them at times when
the market price of the shares of Common Stock exceeds the exercise price of the
options or warrants. Accordingly, the issuance of shares of Common Stock upon
exercise of the options or warrants may result in dilution of the equity
represented by the then outstanding shares of Common Stock. Furthermore, holders
of the options or warrants can be expected to exercise them at a time when the
Company would, in all likelihood, be able to obtain any needed capital on terms
which are more favorable to the Company than the exercise terms provided by such
options or warrants.
POTENTIAL ADVERSE EFFECT OF REDEMPTION OF PUBLIC WARRANTS. The Public
Warrants may be redeemed by the Company after January 27, 1997, at a price of
$0.01 per Warrant, upon 30 days' notice, mailed within three days after the
closing bid price of the Common Stock has equaled or exceeded 150% of the then
current respective warrant exercise prices (currently $3.00 per share with
respect to the Class A Warrants, and $3.9375 per share with respect to the Class
B Warrants), for a period of 20 or more consecutive trading days. Warrantholders
shall have exercise rights until the close of the business day preceding the
date fixed for redemption. Redemption of the Public Warrants could have an
adverse effect on the prevailing market price of the Common Stock.
PROPOSED NEW LISTING STANDARDS FOR NASDAQ NATIONAL MARKET SECURITIES.
The Nasdaq Stock Market recently proposed certain changes to the standards for
issuers with securities listed on Nasdaq. One of the proposed changes includes
increasing the maintenance requirements for continued listing in the Nasdaq
National Market, on which the Company's Common Stock is currently listed,
including the requirement that issuers maintain net tangible assets of at least
$4,000,000. If changes are made to the listing standards and the Company is
unable to comply with such new standards, it is possible that the Common Stock
will be delisted from the Nasdaq National Market. If the Common Stock is
delisted from the National Market, it may qualify for listing on the Nasdaq
SmallCap Market. Nevertheless, delisting from the National Market may have an
adverse effect on the prevailing market price of the Common Stock.
SEC INVESTIGATION OF DUKE & CO., INC. The underwriter of the Company's
1995 public offering, Duke & Co., Inc. ("Duke"), is aware that the Securities
and Exchange Commission is investigating certain of Duke's trading practices and
mark-ups in connection with trading in securities of the Company following the
public offering. Duke is the principal market maker on the Nasdaq National
Market for the Company's Common Stock and Public Warrants. There can be no
assurance that the investigation will not adversely and materially affect
subsequent trading in the Company's securities. Gregg Thaler, a director of the
Company, is President of Duke.
AUTHORIZATION OF PREFERRED STOCK. The Company's Articles of
Incorporation, as amended, authorize the issuance of up to 1,000,000 shares of
preferred stock. The Board of Directors has been granted the authority to fix
and determine the relative rights and preferences of preferred shares, as well
as the authority to issue such shares, without further stockholder approval. As
a result, the Board of Directors could authorize the issuance of a series of
preferred stock which would grant to holders preferred rights to the assets of
the Company upon liquidation, the right to receive dividend coupons before
dividends would be declared to common stockholders, and the right to the
redemption of such shares, together with a premium, prior to the redemption of
Common Stock. Common stockholders have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend against unwanted tender
offers or hostile takeovers without further shareholder approval.
AUTHORIZATION OF ADDITIONAL SHARES. The Company's Articles of
Incorporation, as amended, authorize the issuance of up to 50,000,000 shares of
Common Stock, of which 9,358,535 shares were outstanding on January 30, 1997.
The Company's Board of Directors has the authority to issue additional shares of
Common Stock and to issue options and warrants to purchase shares of the
Company's Common Stock without shareholder approval. In addition, the Board
could issue large blocks of voting stock to fend off unwanted tender offers or
hostile takeovers without further shareholder approval. In addition, the Company
had outstanding at January 30, 1997 options and warrants to purchase 4,391,654
shares of common stock. Exercise of these options and warrants may have a
further dilutive effect on existing shareholders and warrant holders. See
"MARKET OVERHANG FROM WARRANTS AND OUTSTANDING OPTIONS."
SELLING SHAREHOLDERS
Barbara Hope and Donald C. Gaiti acquired their Shares from the Company
on February 5, 1996, pursuant to the Agreement and Plan of Merger pursuant to
which Creative Faires, Ltd., the owner and operator of the New York Renaissance
Festival became a wholly-owned subsidiary of the Company.
Creative Business Strategies, Inc. acquired its Shares from the Company
for services rendered in connection with the Company's acquisition of Creative
Faires, Ltd. Sanford L. Schwartz, a principal of Creative Business Strategies,
Inc., has been a director of the Company since April 1993.
The following table sets forth certain information with respect to the
offering and the ownership of Common Stock by the Selling Shareholders as of
January 30, 1997.
- ----------------------- -------------------- --------------- -------------------- ------------------------------
Shares of Shares of
Common Stock Common Stock Percentage of
Owned Owned Common Stock
Name of Selling Beneficially Shares Beneficially Owned Beneficially
Shareholder Before Offering Offered Hereby After Offering Before Offering/After Offering
- ----------------------- -------------------- --------------- -------------------- ------------------------------
Barbara Hope 204,500(1) 15,000 189,500(1) 2.2% 2.0%
Donald C. Gaiti 205,500(2) 15,000 190,500(2) 2.2% 2.0%
Creative Business 34,350 34,350 0 0.4% ----
Strategies, Inc.
(1) Does not include shares of the Company's Common Stock owned by Donald
C. Gaiti, Ms. Hope's spouse.
(2) Does not include shares of the Company's Common Stock owned by Barbara
Hope, Mr. Gaiti's spouse.
PLAN OF DISTRIBUTION
The Company has been advised that the Shares may be sold from time to
time by the Selling Shareholders or by pledgees, donees, transferees, or other
successors in interest. Such sales may be made in the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price or in negotiated transactions. The Shares may be sold
by one or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) in privately
negotiated transactions not involving a broker or dealer. In effecting sales,
brokers or dealers engaged to sell Shares may arrange for other brokers or
dealers to participate. Brokers or dealers engaged to sell Shares will receive
compensation in the form of commissions or discounts in amounts to be negotiated
immediately prior to each sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, in connection with such
sales. The Company will receive no proceeds from any sales of Common Stock by
the Selling Shareholders, and it is anticipated that the brokers or dealers, if
any, participating in the sales of such securities will receive the usual and
customary selling commissions.
LEGAL MATTERS
The legality of the Common Stock will be passed upon for the Company by
the firm of Gray, Plant, Mooty, Mooty & Bennett, P.A.
EXPERTS
The audited financial statements of the Company for the years March 31,
1996 and 1995, which are incorporated by reference herein have been examined and
reported on by Schumacher & Associates, Inc., as indicated in their reports with
respect thereto, and are incorporated by reference, in reliance upon the
authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
The Company's Articles of Incorporation eliminate or limit certain
liabilities of its directors and Colorado law provides for indemnification of
directors, officers and employees of the Company in certain instances. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, and controlling persons of the registrant
as discussed above, 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.
PART II
INFORMATION NOT REQUIRED TO BE IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses of the Company in
connection with the sale and distribution of the Common Stock being registered.
All of the amounts shown are estimates, except for the Securities and Exchange
Commission registration fee.
Securities and Exchange Commission fee $116.39
Accounting fees and expenses $200.00
Legal fees and expenses $500.00
Miscellaneous $183.61
-------
TOTAL $1000.00
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:
Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:
7-109-101. DEFINITIONS. As used in this article:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan. A
director is considered to be serving an employee benefit plan at the
corporation's request if his or her duties to the corporation also
impose duties on, or otherwise involve services by, the director to the
plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect to
a person other than a director as contemplated in section 7-109-107,
the office in a corporation held by the officer or the employment,
fiduciary, or agency relationship undertaken by the employee,
fiduciary, or agent on behalf of the corporation. "Official capacity"
does not include service for any other domestic or foreign corporation
or other person or employee benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in subsection (4) of this section, a corporation
may indemnify a person made a party to a proceeding because the person
is or was a director against liability incurred in the proceeding if:
(a) The person conducted himself or herself in good faith; and
(b) The person reasonably believed:
(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(II) In all other cases, that his or her conduct was at least
not opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies
the requirement of subparagraph (II) of paragraph (b) of subsection (1)
of this section. A director's conduct with respect to an employee
benefit plan for a purpose that the director did not reasonably believe
to be in the interests of the participants in or beneficiaries of the
plan shall be deemed not to satisfy the requirements of paragraph (a)
of subsection (1) of this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not,
of itself, determinative that the director did not meet the standard of
conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not involving
action in an official capacity, in which proceeding the director was
adjudged liable on the basis that he or she derived an improper
personal benefit.
(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited by
its articles of incorporation, a corporation shall indemnify a person
who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her
in connection with the proceeding.
7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written affirmation
of the director's good faith belief that he or she has met the standard
of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance
if it is ultimately determined that he or she did not meet the standard
of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this
article.
(2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to financial
ability to make repayment.
(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.
7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may order
indemnification in the following manner:
(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
whether or not the director met the standard of conduct set forth in
section 7-109-102 (1) or was adjudged liable in the circumstances
described in section 7-109-102(4), the court may order such
indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall
have been adjudged in the circumstances described in section 7-109-102
(4) is limited to reasonable expenses incurred In connection with the
proceeding and reasonable expenses incurred to obtain court-ordered
indemnification.
7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.
(1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct set
forth in section 7-109-102. A corporation shall not advance expenses to
a director under section 7-109-104 unless authorized in the specific
case after the written affirmation and undertaking required by section
7-109-104 (1) (a) and (1) (b) are received and the determination
required by section 7-109-104 (1) (c) has been made.
(2) The determinations required by subsection (1) of this section shall
be made:
(a) By the board of directors by a majority vote of those present at
a meeting at which a quorum is present, and only those directors not
parties to the proceeding shall be counted in satisfying the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to the
proceeding may participate in the designation of directors for the
committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established
under paragraph (b) of subsection (2) of this section, or, even if a
quorum is obtained or a committee is designated, if a majority of the
directors constituting such quorum or such committee so directs, the
determination required to be made by subsection (1) of this section
shall be made:
(a) By independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in paragraph (a) or
(b) of subsection (2) of this section or, if a quorum of the full board
cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full board
of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall be
made in the same manner as the determination that indemnification or
advance of expenses is permissible; except that, if the determination
that indemnification or advance of expenses is permissible is made by
independent legal counsel, authorization of indemnification and advance
of expenses shall be made by the body that selected such counsel.
7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as
to a director; and
(c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if provided
for by its bylaws, general or specific action of its board of directors
or shareholders, or contract.
7-109-108. INSURANCE. A corporation may purchase and maintain insurance
on behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the corporation, or who, while a director,
officer, employee, fiduciary, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan,
against liability asserted against or incurred by the person in that
capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the corporation would
have power to indemnify the person against the same liability under
section 7-109-102, 7-109-103, or 7-109-107. Any such insurance may be
procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws of
this state or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity
or any other interest through stock ownership or otherwise.
7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or advance
of expenses to, directors that is contained in its articles of
incorporation or bylaws, in a resolution of its shareholders or board
of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the articles of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power
to pay or reimburse expenses incurred by a director in connection with
an appearance as a witness in a proceeding at a time when he or she has
not been made a named defendant or respondent in the proceeding.
7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR. If a
corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the
corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such
action.
* * *
Article XI of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:
(1) A Director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except to the extent
that such an exemption from liability or limitation thereof is
not permitted under the General Corporation Laws of the State
of Colorado as the same exists or may hereafter be amended.
Article VIII of the Amended and Restated Articles of Incorporation of
the Company provides:
The Corporation may and shall indemnify each Director, Officer
and any employee or agent of the Corporation, his heir,
executors and administrators, against any and all expenses and
liability reasonably incurred by him in connection with any
action, suit or proceeding to which he may be a party by
reason of his being or having been a Director, Officer,
employee or agent of the Corporation to the full extent
required or permitted by the Colorado Corporation Code, as
amended.
ITEM 16. EXHIBITS
4.1 Specimen Certificate of Common Stock.(1)
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. - filed
herewith.
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (see
Exhibit 5.1).
23.2 Consent of Schumacher & Associates, Inc. -- filed herewith.
24.1 Power of Attorney (included on page II-9 of the Registration
Statement).
- ---------------------
(1) Incorporated by reference from the Amendment to Registrant's Registration
Statement on Form 8-A filed with the Commission on December 2, 1996.
ITEM 17. 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 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;
(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 shall 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 that 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 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.
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 as discussed above, 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 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.
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-3 and has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boulder, State of Colorado, on January
22, 1997.
RENAISSANCE ENTERTAINMENT
CORPORATION
By /s/ Charles S. Leavell
---------------------------------------
Charles S. Leavell
Chief Executive Officer, Chairman of the
Board and a Director
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Charles S. Leavell and James R. McDonald,
and each of them, his/her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him/her and in his/her 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 thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full powers and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below on the 22nd day of
January, 1997, by the following persons in the capacities indicated:
/s/ Charles S. Leavell Chief Executive Officer, Chairman of the Board
- ------------------------------ and a Director
Charles S. Leavell
/s/ James R. McDonald Chief Financial Officer
- ------------------------------
James R. McDonald
/s/ Sue Brophy Controller and Chief Accounting Officer
- ------------------------------
Sue Brophy
/s/ Dean Petkanis Director
- ------------------------------
Dean Petkanis
- ------------------------------ Director
Gregg Thaler
/s/ Robert M. Geller Director
- ------------------------------
Robert M. Geller
/s/ Sanford L. Schwartz Director
- ------------------------------
Sanford L. Schwartz
RENAISSANCE ENTERTAINMENT CORPORATION
FORM S-3
INDEX TO EXHIBITS
Page No.
4.1 Specimen Certificate of Common Stock.(1) --
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. --
filed herewith.
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (see --
Exhibit 5.1).
23.2 Consent of Schumacher & Associates, Inc.. -- filed
herewith.
24.1 Power of Attorney (included on page II-9 of the Registration --
Statement).
- -------------------------------
(1) Incorporated by reference from the Amendment to Registrant's Registration
Statement on Form 8-A filed with the Commission on December 2, 1996.