AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
(Exact name of registrant as specified in its charter)
Delaware 1040 13-3858917
(State or other jurisdiction (Primary Standard (I.R.S. employer
of incorporation or organization) Classification Code Number) identification number)
200 EAST PALMETTO PARK ROAD
SUITE 200BOCA RATON, FLORIDA 33431
(561) 393-6685
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
HARRY WINDERMAN, ESQ.GENERAL COUNSEL
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
200 EAST PALMETTO PARK ROAD
SUITE 200 BOCA RATON, FLORIDA 33431
(561) 393-6685
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At a time or
times as may be determined by the selling stockholders after this registration
statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If any of the securities being registered on this Form are being 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]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Proposed Amount of
Securities to be Registered registered Maximum Maximum registration
Aggregate Aggregate Fee
Offering Price Offering Price
Per Share
- ------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 250,000(1) $2.75(1)(2) $687,500(1) $191.13
- ------------------------------------------------------------------------------------------------------------
Total $
- ------------------------------------------------------------------------------------------------------------
(1) Includes shares issuable under the registrant's Stock Option and
Incentive Plan. Also registered are the undetermined number of
shares of common stock that may be issued to adjust for any mergers
or other anti-dilutive events described in the Stock Option and
Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Exchange Act of
1933, as amended, based on $2.75, the per share average of high and
low sales prices of the common stock on the Nasdaq Over-the-Counter
Market on August 5, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference by Atlantic
International Entertainment, Ltd. (the "Company") and made a part hereof:
(a) The Company's Registration Statement Form 10-SB filed with the
Commission on November 15, 1995 and amended on Form 10-SB/A filed with the
Commission on March 1, 1996;
(b) The Company's Annual Report on Form 10-KSB for the year ending
December, 1998 and the Quarterly Report on Form 10-QSB for the
Quarter ended March 31, 1999; and
(c) The Company's Current Reports on Form 8-K dated July 16, 1996,
November 18, 1996, December 19, 1996, January 30, 1997, and July 6, 1999.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which de-registers all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law, as amended,
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except where the director breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit. The Registrant has limited the liability of its
directors for money damages in Article VIII of its Amended and Restated
Certificate of Incorporation (its "Charter"), which reads as follows:
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except liability for (i) any breach of the director's duty
of loyalty to the Corporation or its stockholders; (ii) any acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the General Corporation Law; or (iv) any
transaction from which the director derived any improper personal benefit. The
foregoing sentence notwithstanding, if the
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General Corporation Law is hereafter amended to authorize further elimination or
a limitation on the liability of a director of a corporation, then the liability
of a director of this Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law, as so amended.
Any repeal or modification of this Article VIII by (i) the
stockholders of the Corporation or (ii) amendment to the General Corporation Law
of Delaware (unless statutory amendment specifically provides to the contrary)
shall not adversely affect any right or protection, existing immediately prior
to the effectiveness of repeal or modification with respect to any acts or
omissions occurring either before or after repeal or modification, of a person
serving as a director at the time of repeal or modification.
Section 145 of the Delaware General Corporation Law, as amended, provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in capacity in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with action, suit or proceeding if he 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, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Registrant has provided for indemnification of directors, officers, employees
and agents in Article VII of its Charter, which reads as follows:
The Corporation shall indemnify, and advance expenses to, its directors,
officers, employees and agents, and all persons who at any time served as
directors, officers, employees or agents of the Corporation, to the maximum
extent permitted, and in the manner provided by, Section 145 of the Delaware
General Corporation Law, as amended, or any successor provisions, and shall have
power to make any other or further indemnity permitted under the laws of the
State of Delaware. The indemnification provided for herein shall not be deemed
exclusive of any other right to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of a person. Any repeal or
modification of this Article VIII by (i) the stockholders of the Corporation or
(ii) amendment to the General Corporation Law of Delaware (unless statutory
amendment specifically provides to the contrary) shall not adversely affect any
right or protection, existing immediately prior to the effectiveness of repeal
or modification with respect to any acts or omissions occurring either before or
after repeal or modification, of a person serving as a director at the time of
repeal or modification.
In addition, Section 5 of Article VII of the Bylaws of the Registrant, as
amended, provides as follows:
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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
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Commission indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against 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 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 of whether indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of issue.
Item 7. Exemption From Registration Claimed
Not applicable.
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Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits:
4.1 -- Specimen common stock certificate.
*5.1 -- Opinion of Harry Winderman, Esq.
(included in Exhibit 23.2).
10.1 -- Incentive stock Option Plan for Employees,
Directors, Consultants and Advisers.
*10.1a -- Incentive Stock Option Plan effective January 1,
1999.
*23.1 -- Consent of Moore Stephens, P.C.
*23.2 -- Consent of Harry Winderman, Esq.
*24.0 -- Power of Attorney, included on the signature page to
this registration statement
__________________________
* Included herein.
Item 9. Undertakings.
The undersigned registrant undertakes:
a. File, during any period in which it offers or sales
securities, a post-effective amendment to this registration
statement to;
(i) Include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1993;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement;
(iii) Include any additional or changed material information on the
plan of distributionnot previously disclosed in the
Registration Statement or any material changes to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if 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;
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b. For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration
statement of the securities offered, and in the offering of
securities at that time to be the initial bona fide offering.
c. File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end 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
registrant'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 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.
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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against each such liabilities (other than the payment by the registrant of
expenses incurred or paid by a trustee, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, 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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Boca Raton, Florida, on the 2nd day of August, 1999.
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
By: /s/ Richard Iamunno
-----------------------------------
Richard Iamunno, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Norman J. Hoskin and Richard Iamunno and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, or any related registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), 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
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and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John Copelyn Chairman of the Board August 2, 1999
- ----------------------------
John Copelyn
/s/ Richard A. Iamunno President, Chief Executive August 2, 1999
- ---------------------------- Officer and Director
Richard A. Iamunno
Director
- ----------------------------
Jeffrey Hurwitz
Director
- ----------------------------
Martin McCarthy
/s/ Marcel Golding Director August 2, 1999
- ----------------------------
Marcel Golding
Director
- ----------------------------
Dr. Leonard Haimes
/s/ Peter Lawson Chief Financial Officer, August 2, 1999
- ---------------------------- Principal Accounting
Peter Lawson Officer and Director