As filed with the Securities and Exchange Commission on
October 31, 1996
Commission No. 0-25276
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIGIMEDIA USA, INC.
(Exact name of issuer as specified in its Charter)
NEVADA 88-032364
State of Incorporation (I.R.S.Employer
Identification No.)
2454 Northeast 13th Avenue
Fort Lauderdale, FL. 33305
(Address of Principal Executive Offices)
(Mailing Code)
CONSULTANT CONTRACTS
(Full title of the Plan)
Kirk J. Girrbach, President
DigiMedia USA, Inc.
2454 Northeast 13th Avenue
Fort Lauderdale, FL. 33305
(954) 565-8726
(Name, address. including zip code and telephone
number, include area code of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum
To Be Amount to be Aggregate
Registration Registered Price Per Offering Fee
Share (1) Price (1)
Common Stock 606,538 $.468 $283,859.78 $100.00
$.000667 par Value
Per Share
Total 606,538 $.468 $283,859.78 $100.00
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 on the basis of the
average bid ($.468) price per share of common stock of
Interactive DigiMedia USA, Inc. on October 3, 1996 as
reported by the National Quotation Bureau NonNasdaq Price
Report for Over the Counter securities.
PART 11
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, or portions thereof, heretofore
filed by DigiMedia USA, Inc. (the "Company") with the U.S.
Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration
Statement on Form S-8 (the "Registration Statement"):
(a) The latest Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1996, filed by the Company with the
Commission pursuant to Section 13(a) under the Exchange Act;
(b) All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act 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 filing such documents.
Item 4. Description or Securities.
Not applicable
Item 5. Interest of Named Experts and Counsel
No experts or counsel have any substantial interest, direct or
indirect, in the Company.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Company provide that the
Company shall indemnify the directors and officers of the
Company. This indemnification extends to cover the reasonable
costs, expenses and liabilities (including reasonable attorney
fees) incurred by or imposed upon him in connection with, or
resulting from, any claim, action, suit, proceeding,
investigation or inquiry of whatever nature in which he may be
involved as a party or otherwise by reason of his being or having
been a director or officer of the corporation, whether or not he
continues to be such director or officer of the corporation, at
the time of the incurring or imposition of such costs, expenses
or liabilities, except in relation to matters as to which he
shall be finally adjudged in such action, suit, proceeding,
investigation or inquiry to be liable for willful misconduct,
willful neglect, or negligence toward or on behalf of the
corporation in the performance of his duties as such director or
officer of the Corporation. As to whether or not a director or
officer was liable by reason of willful misconduct, willful
neglect, or negligence toward or on behalf of the corporation in
the performance of his duties as such director or officer of the
corporation, in the absence of such final adjudication of the
existence of such liability, the Board of Directors and each
director and officer may conclusively rely upon an opinion of
legal counsel selected by or in the manner designated by the
Board of Directors. The foregoing right to indemnification shall
be in addition to and not in limitation of all other rights to
which such person may be entitled as a matter of law and shall
inure to the benefit of the legal representative of such person.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors' officers and controlling persons of the Registrant,
the Registrant has been advised that in the opinion of the
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 the public policy as expressed
in the Act and will be governed by the final adjudication of such
issue.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
1. Amended and Restated Articles of Incorporation.
2. Bylaws of the Company.
3. Specimen Common Stock Certificate
4. Consent and Opinion of Counsel that said securities are
validly issued.
5. Consulting Services Agreements with attached
Exhibits.
Item 9. Undertakings
A. To Update Annually
The undersigned registrant hereby undertakes (1) other than as
provided in the proviso to item 512(a) of regulation S-K, to
file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (a) to
include any prospectus required by Section 10(a)(3) of the
Securities Act, (b) 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 (c) 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; (2) that for the purpose of
determining any liability under the Securities Act, each such
post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at the 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 which
remain unsold at the termination of the offering.
B. Incorporation of Subsequent Securities Exchange Act of
1934 Documents by Reference
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) of Section 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.
C. Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the
Securities Act 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 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 of 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.
SIGNATORIES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Fort Lauderdale, FL. on
October 3, 1996.
Pursuant to the requirements of the Securities Act of 1933,
this Form S-8 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Vice President/Dir. October 3, 1996
Signatures Titles Date
EXHIBIT INDEX
Exhibit Number Description
1 Amended and Restated Articles
of Incorporation
2 By-Laws of the Company
3 Specimen Common Stock Certificate
4 Consent and Opinion of Counsel
5 Consulting Service Agreements