As filed with the Securities and Exchange Commission on December 12, 2001.
Registration No. 333- _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NEXT GENERATION MEDIA CORP.
(Exact name of registrant as specified in its charter)
NEVADA 88-0169543
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8380 ALBAN ROAD
SPRINGFIELD, VIRGINIA 22150
(Address, including zip code, of principal executive offices)
BUSINESS CONSULTING AGREEMENT
BETWEEN THE REGISTRANT AND TIFFANY PRODUCTIONS, INC.
(Full title of the plan)
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DARRYL REED
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEXT GENERATION MEDIA CORP.
8380 ALBAN ROAD
SPRINGFIELD, VIRGINIA 22150
(703) 913-0416
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Kathleen L. Cerveny, Esq.
Reed Smith Hazel & Thomas, LLP
3110 Fairview Park Drive, Ste. 1400
Falls Church, VA 22042
(703) 641-4200
CALCULATION OF REGISTRATION FEE
=========================================================================================================
AMOUNT TO PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO BE BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED AGGREGATE AGGREGATE FEE (2)
PRICE PER OFFERING
(1) SHARE (2) PRICE (2)
- ---------------------------------------------------------------------------------------------------------
Common Stock, 169,000 0.11 $18,590.00 $4.44
$0.01 par value
=========================================================================================================
(1) Represents shares of Common Stock issuable to Tiffany Productions, Inc.
pursuant to the terms of the Business Consulting Agreement (the
"Consulting Agreement") between Next Generation Media Corp. and Tiffany
Productions, Inc. upon the filing and effectiveness of this Registration
Statement on Form S-8.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, based upon the average of the bid and asked prices for
the Common Stock on the OTC Bulletin Board on December 12, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents containing the information specified in this Part I will
be sent or given to the plan participant to which this Registration Statement
relates, as specified by Rule 428(b) promulgated under the Securities Act of
1933, as amended, and are not filed as part of this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Next Generation Media
Corp. (the "Company") (File No. 2-74785-B) with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement as of
their respective dates:
(a) The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2001;
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2001;
(c) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2001;
(d) The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000; and
(e) The description of the Company's Common Stock contained
in any registration statement or report filed by the
Company under the Securities Act or in any report filed
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
In addition, all documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold, or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the respective dates of filing of such
documents. Any statement contained herein or in a document all or part of which
is incorporated or deemed to be incorporated by reference herein 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 subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The General Corporation Law of Nevada permits provisions in the articles,
by-laws or resolutions approved by shareholders which limit liability of
directors for breach of fiduciary duty to certain specified circumstances. The
Company's by-laws provide for indemnification of the Company's officers and
directors to the full extent permitted by Nevada law which includes all
liability, damages, and costs or expenses arising from or in connection with
service for, employment by, or other affiliation with the Company to the maximum
extent and under all circumstances permitted by law.. The by-laws with certain
exceptions eliminate any personal liability of a director to the Company or its
shareholders for monetary damages for the breach of a director's fiduciary duty
and therefore a director cannot be held liable for damages to the Company or its
shareholders for gross negligence or lack of due care in carrying out his
fiduciary duties as a director. Nevada law permits indemnification if a director
or officer acts in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the corporation. A director or officer must be
indemnified as to any matter in which he successfully defends himself.
Indemnification is prohibited as to any matter in which the director or officer
is adjudged liable to the corporation. Insofar as indemnification for
liabilities arising under the Securities Act 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5(a) Opinion regarding legality.
10(a) Business Consulting Agreement between Next Generation Media Corp. and
Tiffany Productions, Inc.
23(a) Consent of Turner, Jones & Associates P.L.L.C.
23(b) Consent of Reed Smith Hazel & Thomas LLP (included in Opinion).
24(a) Power of Attorney (included on signature page).
ITEM 9. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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;
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act, if the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of the Registration Fee" table in the effective registration
statement; and
provided, however, that paragraphs (1)(i) and (ii) 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 Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
2. That, for the purpose of determining any liability under the Securities
Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the issuer's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act,
and each filing of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act 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 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
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 Springfield, State of Virginia, on December 6,
2001.
NEXT GENERATION MEDIA CORP.
By: /s/ Darryl Reed
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Darryl Reed, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears
below constitutes and appoints David Morey and Steven Kronzek and each of them
acting individually, as such persons' true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, 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 and with such state securities commissions and other agencies as
necessary, granting unto said attorneys-in-fact 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 full to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Signature Title Date
/s/ Darryl Reed Director, President December 6, 2001
- ------------------------------------ and Chief Executive Officer
Darryl Reed (Principal Executive Officer)
/s/ Leon Zajdel Director December 6, 2001
- ------------------------------------
Leon Zajdel
/s/ Steve Kronzek Director December 6, 2001
- ------------------------------------
Steve Kronzek
/s/ James Brooking Director December 6, 2001
- ------------------------------------
James Brooking
INDEX TO EXHIBITS
Exhibit No. Title of Exhibit
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5(a) Opinion regarding legality.
10(a) Business Consulting Agreement between Next Generation Media Corp. and Tiffany
Productions, Inc.
23(a) Consent of Turner, Jones & Associates P.L.L.C.
23(b) Consent of Reed Smith Hazel & Thomas LLP (included in Opinion).
24(a) Power of Attorney (included on signature page).