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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
Entertainment Technologies & Programs, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
87-521389
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(I.R.S. employer identification no.)
16055 Space Center Blvd., Ste 230, Houston, Texas 77062
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(Address of principal executive office)
Consultant and Employee Stock Compensation Plan
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(Full title of the Plan)
Corporation Trust Center, 1209 Orange St., Wilimington, DE 19890
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(Name and address of agent for service)
302-658-7581
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount of Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share aggregate offering price registration fee
Common Stock 400,000 $.35(1) $140,000 $41.58
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The date of this Prospectus is December 14, 1998.
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(1) Calculated in accordance with Rule 457(h)(l) using the average of the
bid and asked prices for the common stock on November 17, 1998.
PROSPECTUS
ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
Up to 400,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under Consultant and Employee Stock Compensation Plans
and Reoffered by Means of this Prospectus
Selling shareholders of Entertainment Technologies & Programs, Inc.,
("Company") will offer their shares through the over-the-counter market or
through NASDAQ, if the Company's common stock is then included for quotation on
NASDAQ. Selling shareholders, if control persons, are required to sell their
shares in accordance with the volume limitations of Rule 144 under the
Securities Act of 1933, which restricts sales by each selling shareholder in any
three month period to the greater of 1% of the total outstanding common stock
(or approximately 294,841 shares) or the average weekly trading volume of the
Company's common stock during the four calendar weeks immediately preceding such
sale. It is expected that brokers and dealers effecting transactions will be
paid the normal and customary commissions for market transactions.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUMMARY OF PROSPECTUS
The Company was incorporated on October 2, 1985 to engage in the providing
of audio and video entertainment at military bases located in the United States
and abroad; to provide mobile musical entertainment; and to operate a music
stock in San Diego, California. Prior to April 1995, it had not engaged in any
material operations since approximately 1988. In April 1995, the Company
entered into a reorganization transaction with the shareholders of NiteLife,
Inc. and thus the assets and business of Nitelife Inc. became the business of
the Company. This prospectus accompanies reoffers by consultants and employees
of the Company of shares of common stock received through Company Consultant and
Employee Compensation Plans. The Company's principal offices are located at
16055 Space Center Blvd., Suite 230, Houston, Texas 77062, telephone number
(281) 486-6115.
RISK FACTORS
INVESTMENT IN THE SHARES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH
DEGREE OF RISK. IT IS IMPOSSIBLE TO FORESEE AND
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DESCRIBE ALL OF THE RISKS, BUSINESS, ECONOMIC AND FINANCIAL FACTORS AND
CONFLICTS OF INTEREST WHICH MAY AFFECT THE COMPANY. PROSPECTIVE INVESTORS AND
THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER, AMONG OTHER THINGS,
OPERATING HISTORY
The Company has been involved in the entertainment provider industry since
1995. The Company has reported a decrease in annual revenues of $1,155,841 for
the year ended December 31, 1997 revenues of $5,493,760 from the previous year
ended December 31, 1996 revenues of $6,749,601. The gross profit for the year
ended December 31, 1997 showed an increase of $405,413 (11.95%) to $2,985,777.
At the period ending June 30, 1998 the Company is showing Total Assets of
$7,822,996 compared to $2,982,362 for the same period in 1997. Even though the
Company is still showing a (NET) LOSS PER SHARE of $.01 it has managed to
decrease the loss from year ended December 31, 1996 of $.06 per share.
CAPITAL NEEDS
Although the recent acquisitions and improved operations through management
and cost cutting measurers should lead to a surplus in working capital it is
possible the in order to succeed, the Company may require a significant capital
infusion for working capital and for marketing. The Company hopes to raise
capital through private placements of its securities, but cannot be certain that
such offerings will be successful.
COMPETITION
Although the Company believes its products and services are superior to
those of its present competitors, the potential market for the products is so
large that larger companies may be enticed to enter the market. Such companies,
which would have resources much greater that those of the Company, could gain
competitive advantages over the Company by committing large sums of research and
development or lowering prices or both.
RELIANCE ON MANAGEMENT
The Company relies heavily on the experience, expertise and business
contacts of its senior management, James Butcher, William Grasberger, Mark
Madambe and Jeffery Thorton. If either Mr. Butcher or Mr Grasberger should die
or otherwise cease to serve the Company, they would be very difficult to replace
and the Company's ability to meet its goals would be adversely affected.
PRODUCT LIABILITY
The registrant's products do not possess the potential for misuse.
Nevertheless, there can be no assurance that product liability suits will not be
brought, that the registrant
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will be successful in defending them or that the registrant will be able to
obtain adequate product liability insurance, the premiums and deductibles of
which are very high.
INFORMATION WITH RESPECT TO THE COMPANY
This prospectus is accompanied by the Company's Annual Report to security
holders for the year ended December 31, 1997, Report of Form 10-K and Quarterly
Report filed for the Period Ending June 30, 1998 subsequent thereto. These
Annual and Quarterly reports, as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Acto
of 1934, are hereby incorporated by reference in this prospectus and may be
obtained upon the oral or written request of any person to the Company at 16055
Space Center Blvd., Ste 230, Houston, Texas 77062.
DESCRIPTION OF SECURITIES
GENERAL
The Company's authorized capitalization is 50,000,000 shares consisting of
solely of shares of Common Stock, Par Value $.001 of which 29,848,108 shares
will be issued and outstanding after issuance to the selling shareholders
referred to in the preceding section.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of Common Stock do
not carry cumulative voting rights and therefore, holders of a majority of the
outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any members to the board of directors. The Company's board of directors has
authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which may
dilute the book value of the Common Stock.
Shareholders of the Company have no pre-emptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after satisfaction of all liabilities. Holders of
Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of
dividends. The Company has not paid dividends on its Common Stock and does not
anticipate that it will pay dividends in the foreseeable future.
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PART II
Item 3. Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrant's Annual Report on Form 10-K filed for the year ended
December 31, 1997, filed under the name of Entertainment Technologies &
Programs, Inc.
(b) The registrant's Quarterly Report on Form 10-Q for the quarter ended
June 31, 1998 (filed under the name of Entertainment Technologies &
Programs, Inc.);
(c) All other documents filed by registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment to this Registration Statement which deregisters
the securities covered hereunder which remain unsold.
Item 4. Description of Securities.
A description of securities is incorporated by reference from the
registrant's Registration Statement on Form 10, File No.0-23914 filed April 20,
1994.
Item 5. Interests of Named Experts and Counsel.
Mr. Steve Fischer is counsel to the registrant. He received no shares of
Common Stock for services rendered to the registrant.
Item 6. Indemnification of Officers and Directors.
The Company's Articles of Incorporation and the Delaware General Corporate
Law provide for indemnification of directors and officers against certain
liabilities. Officers and directors of the Company are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it its determined that
they acted in good faith, were not found guilty, and, in any criminal matter,
had reasonable cause to believe that their conduct was not unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as
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expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
All of the sales were exempt from the registration requirements of the
Securities Act of 1933, as amended, by virtue of Section 4(2) thereof covering
transactions not involving any public offering or not involving any "offer" or
"sale". As a condition precedent to each sale or gift, the respective purchaser
was required to execute and investment letter and consent to the imprinting of a
restrictive legend on each stock certificate received from the registrant.
Item 8. Exhibits.
3.1 Articles of Incorporation of registrant, as amended.(2)
3.2 Bylaws(3)
5 Opinion of Mr. Steve Fischer regarding legality of shares being issued.(4)
10 Consultant and Employee Stock Compensation Plan.(4)
Item 9. Undertakings.
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,
including
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(2) Incorporated by reference from Form S-?, File No. ? and Form 8-K dated ?.
(3) Incorporated by reference from Form S-?, File No. ?
(4) Filed herewith.
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(but not limited to) any addition or election of a managing
underwriter.
(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 to the securities offered therein, and the offering
of such securities offered 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company 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
Company will, unless in the opinion of its counsel that matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
questions 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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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-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, State of Texas, on this 14th day of
December, 1998.
Entertainment Technologies & Programs, Inc.
By: /s/ James D. Butcher
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James D. Butcher, Chairman & CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 14th day of December, 1998 by the
following persons in the capacities indicated.
SIGNATURE TITLE
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/s/ James D. Butcher CEO and Director
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James D. Butcher
/s/ William Grasberger Secretary, CFO and Director
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William Grasberger
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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5 Opinion and Consent of Mr. Steve Fischer
10 Consultant and Employee Stock Compensation Plan