As filed with the Securities and Exchange Commission on June 21, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DETOUR MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1156459
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7060 Hollywood Blvd., Suite 1150, Los Angeles, CA 90038
(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement
(Full title of the plan)
ANDREW LEFT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
7060 HOLLYWOOD BLVD., SUITE 1150
LOS ANGELES, CALIFORNIA 90038
(Name and address of agent for service)
(323) 469-9444
(Telephone number, including area code, of agent for service)
with a copy to:
CHRISTOPHER AUGUSTE, ESQ.
JENKENS & GILCHRIST PARKER CHAPIN LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 704-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 500,000 $0.05(2) $25,000(2) $6.25(2)
per share
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
Consulting Agreement.
(2) The price per share is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c); based on the average of the high
and low prices for the Common Stock as reported on the OTC Bulletin Board
on May 21, 2001.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with
the Securities and Exchange Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:
(a) The Company's Annual Report for the fiscal year ended
December 31, 2000 on Form 10-KSB/A filed with the Commission on May 18, 2001;
(b) The Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2001; and
(c) The description of the Company's Common Stock contained in
the registrant's Registration Statement on Form 10-SB filed with the Commission
in January 1995, as amended.
All documents filed subsequent to the date of this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our certificate of incorporation contains provisions permitted under the
Colorado Business Corporations Act relating to the liability of directors. These
provisions eliminate a director's personal liability for monetary damages
resulting from a breach of fiduciary duty, except for specified wrongful acts,
including:
o for any breach of the director's duty of loyalty to us or our stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o under Section 7-108-403 of the Colorado Business Corporations Act relating
to unlawful stock repurchases or dividends; or
o for any transaction from which the director derives an improper personal
benefit.
These provisions do not limit or eliminate our rights or those of any
stockholder to seek non-monetary relief, such as an injunction or rescission, in
the event of a breach of a director's fiduciary duty. These provisions will not
alter a director's liability under federal securities laws.
Our bylaws also contain provisions indemnifying our directors and officers
to the fullest extent permitted by the Colorado Business Corporations Act. We
have entered into separate indemnification agreements with our directors and
officers that, in some cases, may be broader than the specific indemnification
provisions contained in our certificate of incorporation, bylaws or the Colorado
Business Corporations Act. The indemnification agreements may require us, among
other things, to indemnify the officers and directors against liabilities, other
than liabilities arising from willful misconduct, that may arise by reason of
their status or service as directors or officers. These agreements also may
require us to advance the expenses incurred by the officers and directors as a
result of any proceeding against them as to which they could be identified. We
believe that these indemnification arrangements are necessary to attract and
retain qualified individuals to serve as directors and officers.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3.1 (1) Articles of Incorporation of Detour Media Group, Inc.
3.2 (1) By-laws of Detour Media Group, Inc.
3.3 (2) Articles of Merger
3.4 (3) Certificate of Correction dated March 6, 2000.
3.5 (4) Articles of Amendment to the Company's Articles of Incorporation dated March 21,
2001.
5.1 (5) Opinion of Jenkens & Gilchrist Parker Chapin LLP
23.1 (5) Consent of Grant Thornton, LLP
23.2 (5) Consent of Jenkens & Gilchrist Parker Chapin LLP (included in exhibit 5.1 hereto)
24.1 (5) Power of Attorney (included in signature page)
99.1 (5) Consulting Agreement between Detour Media Group, Inc. and Hyperion Holdings,
LLC, dated May 23, 2001
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(1) Incorporated by reference to the Company's registration statement on Form 10-SB filed with the
Commission in January 1995, as amended.
(2) Incorporated by reference to the Company's annual report on Form 10-KSB, filed with the
Commission on April 15, 1998.
(3) Incorporated by reference to the Company's annual report on Form 10-KSB, filed with the
Commission on May 23, 2000.
(4) Incorporated by reference to the Company's annual report on Form 10-KSB, filed with the
Commission on May 16, 2001, as amended.
(5) Filed herewith
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;
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(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; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 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 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.
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 under Item 6
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.
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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 Los Angeles, State of California, on the 21st day of
June, 2001.
DETOUR MEDIA GROUP, INC.
By: /s/ Andrew Left
-------------------------------------
Andrew Left,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Andrew Left and Edward T. Stein
and each of them with power of substitution, as his attorney-in-fact, in all
capacities, to sign any amendments to this registration statement (including
post-effective amendments) and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-facts or their
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 21st day of June, 2001.
Signature Title
--------- -----
/s/ Andrew Left Chief Executive Officer, President
- -------------------------------------------------- and Director
Andrew Left
/s/ Edward T. Stein Chief Financial Officer,
- -------------------------------------------------- Treasurer, Secretary and Director
Edward T. Stein
/s/ Kevin Nesis
- -------------------------------------------------- Director
Kevin Nesis
EXHIBIT INDEX
NUMBER DESCRIPTION OF EXHIBIT
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3.1 (1) Articles of Incorporation of Detour Media Group, Inc.
3.2 (1) By-laws of Detour Media Group, Inc.
3.3 (2) Articles of Merger
3.4 (3) Certificate of Correction dated March 6, 2000.
3.5 (4) Articles of Amendment to the Company's Articles of Incorporation dated March 21,
2001.
5.1 (5) Opinion of Jenkens & Gilchrist Parker Chapin LLP
23.1 (5) Consent of Grant Thornton, LLP
23.2 (5) Consent of Jenkens & Gilchrist Parker Chapin LLP (included in exhibit 5.1 hereto)
24.1 (5) Power of Attorney (included in signature page)
99.1 (5) Consulting Agreement between Detour Media Group, Inc. and Hyperion Holdings,
LLC, dated May 23, 2001
- ---------------------------------------------------
(1) Incorporated by reference to the Company's registration statement on Form 10-SB filed with the
Commission in January 1995, as amended.
(2) Incorporated by reference to the Company's annual report on Form 10-KSB, filed with the
Commission on April 15, 1998.
(3) Incorporated by reference to the Company's annual report on Form 10-KSB, filed with the
Commission on May 23, 2000.
(4) Incorporated by reference to the Company's annual report on Form 10-KSB, filed with the
Commission on May 16, 2001, as amended.
(5) Filed herewith