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As filed with the Securities and Exchange Commission on February 15, 2001
Registration Statement No. 333-36666
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VIDKID DISTRIBUTION, INC.
(Name of Small Business Issuer in its Charter)
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FLORIDA 7812 65-0810941
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
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4950 West Prospect Road
Fort Lauderdale, Florida 33309
(954) 745-0077
(Address and telephone number of principal executive offices)
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Steven Adelstein, President
Vidkid Distribution, Inc.
4950 West Prospect Road
Fort Lauderdale, Florida 33309
(954) 745-0077
(Name, address and telephone number of agent for service)
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Copies to:
James M. Schneider, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33309
Telephone: (954) 763-1200
Facsimile No. (954) 766-7800
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act contains provisions entitling
Vidkid's directors and officers to indemnification from judgments, settlements,
penalties, fines, and reasonable expenses (including attorney's fees) as the
result of an action or proceeding in which they may be involved by reason of
having been a director or officer of Vidkid. In its Articles of Incorporation,
Vidkid has included a provision that limits, to the fullest extent now or
hereafter permitted by the Florida Act, the personal liability of its directors
to Vidkid or its shareholders for monetary damages arising from a breach of
their fiduciary duties as directors. Under the Florida Act as currently in
effect, this provision limits a director's liability except where the director
breaches a duty. Vidkid's Articles of Incorporation and By-Laws provide that
Vidkid shall indemnify its directors and officers to the fullest extent
permitted by the Florida Act. The Florida Act provides that no director or
officer of Vidkid shall be personally liable to Vidkid or its shareholders for
damages for breach of any duty owed to Vidkid or its shareholders, except for
liability for (i) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (ii) any unlawful payment
of a dividend or unlawful stock repurchase or redemption in violation of the
Florida Act, (iii) any transaction from which the director received an improper
personal benefit or (iv) a violation of a criminal law. This provision does not
prevent Vidkid or its shareholders from seeking equitable remedies, like
injunctive relief or rescission. If equitable remedies are found not to be
available to shareholders in any particular case, shareholders may not have any
effective remedy against actions taken by directors or officers that constitute
negligence or gross negligence.
The Articles of Incorporation also include provisions to the effect
that Vidkid shall, to the maximum extent permitted from time to time under the
law of the State of Florida, indemnify and upon request shall advance expenses
to, any director or officer to the extent that the indemnification and
advancement of expenses is permitted under the law, as may from time to time be
in effect.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 as amended may be permitted to directors, officers and controlling
persons of Vidkid pursuant to any charter provision, by-law, contract,
arrangement, statute or otherwise, Vidkid has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
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ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities made hereby. Vidkid is
responsible for the payment of all expenses in connection with the distribution.
Registration fee under $ 94
the Securities Act of 1933 94*
Blue Sky filing fees and expenses 1,000*
Printing and engraving expenses 10,000*
Legal fees and expenses 25,000*
Accounting fees and expenses 15,000*
Miscellaneous 206*
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Total $ 51,300
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*Estimated.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
In July 1997, Vidkid issued 100 shares of its common stock to
emailthatpays, its parent company, for a nominal consideration as part of the
organization of Vidkid. emailthatpays was an accredited investor. The
transaction was exempt under Section 4(2) of the Securities Act of 1933.
Thereafter, in preparation for the spin-off of the shares covered by this
registration statement to the shareholders of emailthatpays, Vidkid undertook a
forward split of 30,528.4 for each share of common stock of Vidkid.
In September, 1999, Vidkid issued 1,331,580 shares of its common stock
in full satisfaction of debt in the amount of $146,474 or $0.11 per share to two
members of management of Vidkid and an affiliate. These individuals were
sophisticated investors who had sufficient financial resources and the ability
to ascertain appropriate information regarding Vidkid. The transaction was
exempt from registration under the Securities Act pursuant to Section 4(2) of
that Act.
In September 1999, Vidkid issued 50,000 shares of common stock, valued
at $0.11 per share in exchange for professional services provided by an attorney
and an accountant in connection with the BRT settlement. Inasmuch as the two
service providers were sophisticated professionals, who had sufficient financial
resources and the ability to ascertain appropriate information relevant to
Vidkid, the transaction was exempt from registration under Section 4(2) of the
Securities Act.
In October 1999, Vidkid issued options to purchase 375,000 shares of
its common stock exercisable at $0.25 per share and expiring October 2005 to
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four member of its management. Inasmuch as each of the members of management
were sophisticated and has access to relevant information relevant to Vidkid,
the transaction was exempt from registration under Section 4(2) of the
Securities Act.
ITEM 27. EXHIBITS.
EXHIBITS DESCRIPTION OF DOCUMENT
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3.1 Articles of Incorporation*
3.2 Articles of Amendment to the Articles of Incorporation*
3.3 By-Laws*
4.1 Warrants issued to Steven Adelstein, Gus A. Guilbert, Jr.,
James Purpuro and Michael Greene *
5.0 Opinion of Atlas Pearlman, P.A. as to the validity of the
securities being registered*
10.1 Lease for facilities at 4950 West Prospect Road, Fort
Lauderdale, Florida*
10.2 Employment Agreement with Steven Adelstein*
10.3 Employment Agreement with Gus A. Guilbert, Jr.*
10.4 License Agreement with Fast Forward Marketing, Inc.*
10.5 Agreement with Tapeworm Video Distributors, Inc.*
10.6 Agreement and Plan of Merger and Reorganization*
10.7 Asset Purchase Agreement dated August 14, 1997 between Madison
Sports and Entertainment, Inc. and Vidkid Distribution, Inc.*
10.8 Settlement Agreement between John J. Drury, National Media,
Inc., Buffalo Bob Enterprises, Inc. Vidkid Distribution, Inc.
and Realm Production and Entertainment, Inc.*
10.9 Stock Purchase Agreement dated October 1, 1998 between Realm
Production & Entertainment, Inc., Norman Titcomb and BRT Video,
Inc.*
10.10 Promissory Note in the principal amount of $275,000*
21 Subsidiaries of the Registrant*
23.1 Consent of Feldman Sherb & Co., P.C. Certified Public
Accountants **
23.2 Consent of Atlas Pearlman, P.A. is included in Exhibit 5*
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* previously filed
** filed herewith
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement which includes any
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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.
(b) 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.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's Annual Report pursuant to
Section 13(a) or 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 shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officer, 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 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.
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SIGNATURE
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 SB-2 and authorized this
Post-Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Fort Lauderdale,
Florida on February 15, 2001.
VIDKID DISTRIBUTION, INC.
BY: /s/ STEVEN ADELSTEIN
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Steven Adelstein
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Form SB-2 registration statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ STEVEN ADELSTEIN Chairman of the Board, Principal February 15, 2001
- ---------------------------- Executive Financial and Accounting
Steven Adelstein Officer and President
/s/ GUS A. GUILBERT Director, Executive Vice President, February 15, 2001
- ---------------------------- Treasurer and Secretary
Gus A. Guilbert, Jr.
/s/ JAMES PURPURO Director February 15, 2001
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James Purpuro
/s/ MICHAEL GREENE Director February 15, 2001
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Michael Greene
/s/ TODD ADELSTEIN Director February 15, 2001
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Todd Adelstein
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INDEX TO EXHIBITS
EXHIBITS DESCRIPTION OF DOCUMENT
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3.1 Articles of Incorporation*
3.2 Articles of Amendment to the Articles of Incorporation*
3.3 By-Laws*
4.1 Warrants issued to Steven Adelstein, Gus A. Guilbert, Jr.,
James Purpuro and Michael Greene *
5.0 Opinion of Atlas Pearlman, P.A. as to the validity of the
securities being registered*
10.1 Lease for facilities at 4950 West Prospect Road, Fort
Lauderdale, Florida*
10.2 Employment Agreement with Steven Adelstein*
10.3 Employment Agreement with Gus A. Guilbert, Jr.*
10.4 License Agreement with Fast Forward Marketing, Inc.*
10.5 Agreement with Tapeworm Video Distributors, Inc.*
10.6 Agreement and Plan of Merger and Reorganization*
10.7 Asset Purchase Agreement dated August 14, 1997 between Madison
Sports and Entertainment, Inc. and Vidkid Distribution, Inc.*
10.8 Settlement Agreement between John J. Drury, National Media,
Inc., Buffalo Bob Enterprises, Inc. Vidkid Distribution, Inc.
and Realm Production and Entertainment, Inc.*
10.9 Stock Purchase Agreement dated October 1, 1998 between Realm
Production & Entertainment, Inc., Norman Titcomb and BRT Video,
Inc.*
10.10 Promissory Note in the principal amount of $275,000*
21 Subsidiaries of the Registrant*
23.1 Consent of Feldman Sherb & Co., P.C. Certified Public
Accountants **
23.2 Consent of Atlas Pearlman, P.A. is included in Exhibit 5*
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* previously filed
** filed herewith