1
Exhibit 99.1
Registration No. 333-11379
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
Imagica Entertainment, Inc.
(F/K/A Ranger International, Inc.)
(Exact name of registrant as specified in its charter)
Florida 59-2762999
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1518 SW 12th Avenue Ocala, Florida 34474
(Address of principal executive office) (Zip Code)
Robert Wormser
1518 SW 12th Avenue
Ocala, Florida 34474
(352) 867-7860
(Name, address and telephone number, including area code, of agent for service)
_____________________
Consulting Agreements with Tod Lotz. and Tim Murray
(Full Title of the Plan)
_____________________
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title Amount to be offering price aggregate offering Registration
of Securities registered per share(1) price(1) Fee
Common Stock, 620,415 $2.81 $1,743,337 $602
par value $.001
(1) The price stated above is estimated solely for the purpose of calculation of
registration fee and is based on the average of the high and low prices paid
for a share of the Company's Common Stock on August 28, 1996.
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PART I
Item 1. Plan Information
Consulting Services Agreements
The Consulting Agreement entered into August 12, 1996, between
Imagica(trademark) Entertainment, Inc. (the "Company") and Tod Lotz (the
"Consultant") requires the Company to pay Consultant 90,000 shares of the
Company's Common Stock as compensation for consulting services and granted Mr.
Lotz warrants to purchase an additional 300,000 shares of the Company's stock
for a period of thirty-six months at an exercise price of $2.00 per share.
Under the terms of the Consulting Agreement, Consultant has agreed to render
Public relations and long term strategic planning services to the Company. The
Common Shares are fully vested at the time of issuance.
The Consulting Agreement entered into August 12, 1996, between
Imagica(trademark) Entertainment, Inc. (the "Company") and Tim Murray (the
"Consultant") requires the Company to pay Consultant 230,415 shares of the
Company's Common Stock as compensation for consulting services. Under the
terms of the Consulting Agreement, Consultant has agreed to render Public
relations and long term strategic planning services to the Company. The Common
Shares are fully vested at the time of issuance.
Item 2. Registrant Information and Employee Plan Annual Information
Plan participants may obtain, without charge, upon written or oral
request, any of the documents incorporated by reference in Item 3 of Part
II of this Registration Statement; these documents are incorporated by
reference in the Section 10(a) prospectus which is a part of this
Registration Statement. Plan participants may also obtain, without charge,
upon written or oral request, any other documents required to be delivered
to employees pursuant to Rule 428(b). All requests for documents should be
directed to: Imagica Entertainment, Inc., Attention: President, 1518 SW
12th Avenue, Ocala, Florida 34474 (352) 867-7860.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference into this
Registration Statement, and are made a part hereof:
(a) The Registrant's latest annual report for the year ended May 31,
1995, on Form 10-KSB filed on or about January 4, 1996, and Registrant's
latest annual report, as amended, for the year ended May 31, 1995, on Form
10-KSB/A filed on or about January 5, 1996.
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(b) The Registrant's latest quarterly reports for the quarters ended
August 31, 1995, November 30, 1995, and February 29, 1996, on Form 10-QSB
filed on or about January 4, 1996; January 13, 1996; April 10, 1996,
respectively.
(c) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-SBK referred to in paragraph (a) above.
(d) The descriptions of the registrant's securities which are contained
in its registration statements filed under section 12 of the Securities
Exchange Act of 1934, including any amendment or reports filed for the
purpose of updating such descriptions.
All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective
amendment indicating that all of the securities offered hereby have been
sold, or deregistering all such securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
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 other
subsequently filed document which also is incorporated or deemed
incorporated by reference herein modifies or supersedes such statement.
Any such document 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 By-Laws of the Company, contain a provision under which the
officers and directors of the Company would be indemnified to the full
extent permitted by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits
indemnification against expenses actually and reasonably incurred by a
director, officer, employee or agent to the extent that such person has
been successful in the defense of a matter eligible for indemnification
under the statute. Under certain circumstances, expenses may be paid by a
corporation in advance, subject to repayment, unless the defendant
ultimately is determined to be ineligible for indemnification. In addition,
the statute permits a corporation to indemnify directors and officers
against certain liabilities and to purchase and maintain director and
officer liability and reimbursement insurance against liabilities, whether
or not the corporation would have the power of indemnification against such
liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
Page
(4) Instruments defining the rights of security holders,
including indentures
(a) Consulting Agreement between
Imagica Entertainment, Inc.. and Tod Lotz
dated August 12, 1996.
(b) Consulting Agreement between
Imagica Entertainment, Inc.. and Tim Murray
dated August 12, 1996.
(5) Opinion re legality
(15) Letter re unaudited interim financial information None
(24) Consents of experts and counsel
(a) Consent of BDO Seidman
(b) Consent of Bruce Brashear, Esq.
(28) Additional exhibits None
(29) Information from reports furnished to state
insurance regulatory authorities None
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove any of the
securities that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for the
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
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "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 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 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, as
amended, the registrant certifies it has reasonable ground to believe it
meets all the requirements for filing on Form S-8 and has duly caused same
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Ocala, State of Florida, on the 28th day of August,
1996.
IMAGICA ENTERTAINMENT, Inc.
By: /s/ Robert S. Wormser
Robert S. Wormser,
President and Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony M. Pallante his true and
lawful attorney-in-fact and agent 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, and to file the same, with all
exhibits hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done on or about the premises, as fully
and for all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated, on the dates indicated.
Signature Title
/s/ Robert S. Wormser Chairman of the Board and Director
- ------------------------
Robert S. Wormser
Date: August 28, 1996
/s/ William J. White Director
- ------------------------
William J. White
Date: August 28, 1996
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CONSULTING AGREEMENT
THIS AGREEMENT is made as of August 12, 1996 by and between RANGER
INTERNATIONAL, INC. D/B/A IMAGICA(trademark) ENTERTAINMENT INC., a Florida
corporation (the "Company or IMAGICA") and TOD LOTZ, an individual, (the
"Consultant").
RECITALS:
A. The Company is a public company, and desires to expose its
business plan and to build the value of the Company for the benefit of its
shareholders on a long term strategic planning; and
B. The Consultant is a financial advisor involved in a variety of
businesses, with particular emphasis in long term strategic planning; and
C. The Company recognizes the substantial experience and knowledge of
the Consultant in matters relating to long term strategic planning; and
D. The Company further recognizes that it is in the best interests of
the Company to engage the consulting services of the Consultant; and
E. The Company desires to retain the valuable services and counsel of
the Consultant, and the Consultant desires to render such services to the
Company upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby agree as follows:
1. Recitals. The Recitals to this Agreement are hereby
incorporated into this Agreement as though full restated herein.
2. Engagement. The Company hereby engages the Consultant, and the
Consultant accepts engagement by the Company, upon the terms and conditions
set forth in this Agreement. This Agreement hereby supersedes any prior,
contemporaneous, oral or written agreements by and between both parties
hereof.
3. Term. The term of this Agreement shall begin on the date
hereof and shall continue until June 11, 1998, unless modified by the parties
hereto.
4. Consulting Services Compensation.
(A) The Company shall pay to Consultant, as compensation for his
services under this Agreement, Ninety Thousand (90,000) Common Shares of
IMAGICA (the "IMAGICA Shares"), which shares shall be immediately registered
under a S-8 short form Registration Statement with the Securities and Exchange
Commission, by the Company, at the Company's expense.
In addition, the Company is registering and issuing warrants to
purchase up to 300,000 shares of the Company's common stock at $2.00 per share
for a period of 36 months from the date of this contract as agreed to in the
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previous consulting agreement dated June 12, 1996.
(B) The Company may in the future provide the Consultant with
such additional compensation as the Company and Consultant shall mutually
agree for any additional services by the Consultant not provided for in this
Agreement, which terms shall be set forth, during the term of this Agreement,
in Schedules attached hereto and incorporated herein by reference.
5. Duties. From time to time as reasonably requested by the
Company, the Consultant shall provide public relations advice and services to
the Company and long term strategic planning.
6. Nature of Engagement. The Consultant is being engaged by the
company as an independent contractor. Nothing in this Agreement shall be
construed so as to create an employer-employee relationship between the
parties.
7. Expenses. Upon receipt of requests from the Consultant for
reimbursement, the Company shall reimburse the Consultant for all reasonable
and necessary expenses the Consultant incurs, prior to and after the date of
this Agreement in performing his duties in connection with this Agreement.
The Consultant shall be required to receive authorization from the Company
prior to incurring any such expenses in excess of $1,000.00.
8. Notices. Any notice, report or demand required, permitted or
desired under this Agreement shall be sufficient if in writing and delivered
by certified mail, return receipt requested, Federal Express (or similar
courier), telegram or receipted hand delivery at the following addresses (or
such other addresses designated by proper notice):
To the Company: Imagica(trademark) Entertainment, Inc.
1518 S.W. 12th Avenue
Ocala, Florida 34474
Attn: Robert S. Wormser, President
To the Consultant: Mr. Tod Lotz
408 Baynard Drive
Venice, Florida 34285
Any notice otherwise delivered shall be deemed given when actually
received by recipient.
9. Miscellaneous.
(A) Governing Law. This Agreement shall be governed by,
interpreted and enforced in accordance with the laws of the State of Florida.
(B) Waiver. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate as a waiver of any other
breach of any provision of this Agreement by any party.
(C) Entire Agreement. This instrument contains the entire
agreement of the parties concerning engagement and may not be changed or
modified except by written agreement duly executed by the parties hereto and
supersedes any prior or contemporaneous oral or written agreement between the
parties.
(D) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors, heirs, personal representatives and assigns.
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(E) Day(s). Reference in this Agreement to "day" or
"days" refers to calendar days, but if a referenced date falls on a Saturday,
Sunday or federal holiday, it will be deemed to fall on the next calendar day
that is not a Saturday, Sunday or federal holiday.
(F) Confidentiality. Except as may otherwise be required by
law, the provisions of this Agreement shall remain strictly confidential. To
the extent permitted by law, the Board of Directors of the Company shall
ensure that no person other than members of the Board of Directors of the
Company and appropriate officers of the Company, their legal counsel or
accountants, are made aware of the terms of this Agreement. In addition,
neither the company nor the Consultant shall, either directly or indirectly
through their respective officers, directors, employees, shareholders,
partners, joint ventures, agents, consultants, contractor, affiliates or any
other person, disclose, communicate, disseminate or otherwise breach the
confidentiality of all or any provision of this Agreement, without the express
written consent of both parties to this Agreement.
(G) Specific Performance. Strict compliance shall be required
with each and every provision of this Agreement. The parties hereto agree
that breach of this Agreement shall result in irreparable damage, and that
specific performance of these obligations may be obtained.
(H) Additional Documents. The Company agrees to execute such
other documents and agreements to effect the purposes of this Agreement, as
the Consultant may request from time to time.
(I) Assignment. The obligations of the parties under this
Agreement shall not be assigned without the written consent of the parties.
Notwithstanding any provision of this Agreement to the contrary, however, the
Consultant shall be entitled to provide that any funds payable or stock
issuable to him pursuant to this Agreement shall instead be paid or issued to
another person.
(J) Counterparts. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one agreement
binding on all parties to this Agreement.
(K) Facsimile Signatures. The parties may execute this
Agreement by facsimile, which signature(s) shall be deemed an original and
binding upon such party.
(L) Severability. If any term, condition or provision of
this Agreement or the application thereof to any party or circumstances shall,
at any time or to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term, condition or provision to
parties or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, condition and
provision of their Agreement shall be valid and enforceable to the fullest
extent permitted by law.
(M) Dispute Procedure. Any dispute, controversy or claim
arising out of, or in connection with this Agreement shall be settled by
binding arbitration in accordance with the rules of the American Arbitration
Association then in effect. The arbitration shall be conducted on an
expedited basis in the Orlando, Florida area by an independent arbitrator
selected by the American Arbitration Association. The decision of such
arbitrator, including any award of attorney's fees and costs, may be entered
into any court with jurisdiction.
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(N) Board of Directors. Except as expressly provided
otherwise in this Agreement, reference to actions, determinations or similar
occurrences by the Company shall mean the action, decision or determination of
its Board of Directors.
(O) Authority. The Company hereby represents and warrants
that the person executing this Agreement on its behalf is duly authorized to
do so, that the execution of this Agreement has been duly approved by the
Board of Directors of the Company, and that this Agreement is binding upon the
Company. The Company hereby agrees to provide the documentation evidencing
such authorization and approval as the Consultant may reasonably request,
including, without limitation, written consents of the Board of Directors of
the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
RANGER INTERNATIONAL, INC. D/B/A
IMAGICA(trademark) ENTERTAINMENT, INC., TOD LOTZ
a Florida corporation
By: By:
------------------------------ --------------------------------
Robert S. Wormser, President Tod Lotz, Consultant
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CONSULTING AGREEMENT
THIS AGREEMENT is made as of August 12, 1996 by and between RANGER
INTERNATIONAL, INC. D/B/A IMAGICA(trademark) ENTERTAINMENT INC., a Florida
corporation (the "Company or IMAGICA") and TIM MURRAY, an individual, (the
"Consultant").
RECITALS:
A. The Company is a public company, and desires to expose its
business plan and to build the value of the Company for the benefit of its
shareholders on long term strategic planning; and
B. The Consultant is a financial advisor involved in a variety of
businesses, with particular emphasis in long term strategic planning; and
C. The Company recognizes the substantial experience and knowledge of
the Consultant in matters relating to long term strategic planning; and
D. The Company further recognizes that it is in the best interests of
the Company to engage the consulting services of the Consultant; and
E. The Company desires to retain the valuable services and counsel of
the Consultant, and the Consultant desires to render such services to the
Company upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
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be legally bound hereby agree as follows:
1. Recitals. The Recitals to this Agreement are hereby
incorporated into this Agreement as though full restated herein.
2. Engagement. The Company hereby engages the Consultant, and the
Consultant accepts engagement by the Company, upon the terms and conditions
set forth in this Agreement. This Agreement hereby supersedes any prior,
contemporaneous, oral or written agreements by and between both parties
hereof.
3. Term. The term of this Agreement shall begin on the date
hereof and shall continue until August 12, 1997, unless modified by the
parties hereto.
4. Consulting Services Compensation.
(A) The Company shall pay to Consultant, as compensation for his
services under this Agreement, Two Hundred Thirty Thousand Four Hundred and
Fifteen (230,415) Common Shares of IMAGICA (the "IMAGICA Shares"), which
shares shall be immediately registered under a S-8 short form Registration
Statement with the Securities and Exchange Commission, by the Company, at the
Company's expense.
(B) The Company may in the future provide the Consultant with
such additional compensation as the Company and Consultant shall mutually
agree for any additional services by the Consultant not provided for in this
Agreement, which terms shall be set forth, during the term of this Agreement,
in Schedules attached hereto and incorporated herein by reference.
5. Duties. From time to time as reasonably requested by the
Company, the Consultant shall provide public relations advice and services to
the Company and long term strategic planning.
6. Nature of Engagement. The Consultant is being engaged by the
company as an independent contractor. Nothing in this Agreement shall be
construed so as to create an employer-employee relationship between the
parties.
7. Expenses. Upon receipt of requests from the Consultant for
reimbursement, the Company shall reimburse the Consultant for all reasonable
and necessary expenses the Consultant incurs, prior to and after the date of
this Agreement in performing his duties in connection with this Agreement.
The Consultant shall be required to receive authorization from the Company
prior to incurring any such expenses in excess of $1,000.00.
8. Notices. Any notice, report or demand required, permitted or
desired under this Agreement shall be sufficient if in writing and delivered
by certified mail, return receipt requested, Federal Express (or similar
courier), telegram or receipted hand delivery at the following addresses (or
such other addresses designated by proper notice):
To the Company: Imagica(trademark) Entertainment, Inc.
1518 S.W. 12th Avenue
Ocala, Florida 34474
Attn: Robert S. Wormser, President
To the Consultant: Mr. Tim Murray
375 Douglas Avenue, Suite 1006
Altamonte Springs, FL 32714
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Any notice otherwise delivered shall be deemed given when actually
received by recipient.
9. Miscellaneous.
(A) Governing Law. This Agreement shall be governed by,
interpreted and enforced in accordance with the laws of the State of Florida.
(B) Waiver. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate as a waiver of any other
breach of any provision of this Agreement by any party.
(C) Entire Agreement. This instrument contains the entire
agreement of the parties concerning engagement and may not be changed or
modified except by written agreement duly executed by the parties hereto and
supersedes any prior or contemporaneous oral or written agreement between the
parties.
(D) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors, heirs, personal representatives and assigns.
(E) Day(s). Reference in this Agreement to "day" or
"days" refers to calendar days, but if a referenced date falls on a Saturday,
Sunday or federal holiday, it will be deemed to fall on the next calendar day
that is not a Saturday, Sunday or federal holiday.
(F) Confidentiality. Except as may otherwise be required by
law, the provisions of this Agreement shall remain strictly confidential. To
the extent permitted by law, the Board of Directors of the Company shall
ensure that no person other than members of the Board of Directors of the
Company and appropriate officers of the Company, their legal counsel or
accountants, are made aware of the terms of this Agreement. In addition,
neither the company nor the Consultant shall, either directly or indirectly
through their respective officers, directors, employees, shareholders,
partners, joint ventures, agents, consultants, contractor, affiliates or any
other person, disclose, communicate, disseminate or otherwise breach the
confidentiality of all or any provision of this Agreement, without the express
written consent of both parties to this Agreement.
(G) Specific Performance. Strict compliance shall be required
with each and every provision of this Agreement. The parties hereto agree
that breach of this Agreement shall result in irreparable damage, and that
specific performance of these obligations may be obtained.
(H) Additional Documents. The Company agrees to execute such
other documents and agreements to effect the purposes of this Agreement, as
the Consultant may request from time to time.
(I) Assignment. The obligations of the parties under this
Agreement shall not be assigned without the written consent of the parties.
Notwithstanding any provision of this Agreement to the contrary, however, the
Consultant shall be entitled to provide that any funds payable or stock
issuable to him pursuant to this Agreement shall instead be paid or issued to
another person.
(J) Counterparts. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one agreement
binding on all parties to this Agreement.
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(K) Facsimile Signatures. The parties may execute this
Agreement by facsimile, which signature(s) shall be deemed an original and
binding upon such party.
(L) Severability. If any term, condition or provision of
this Agreement or the application thereof to any party or circumstances shall,
at any time or to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term, condition or provision to
parties or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, condition and
provision of their Agreement shall be valid and enforceable to the fullest
extent permitted by law.
(M) Dispute Procedure. Any dispute, controversy or claim
arising out of, or in connection with this Agreement shall be settled by
binding arbitration in accordance with the rules of the American Arbitration
Association then in effect. The arbitration shall be conducted on an
expedited basis in the Ocala, Florida area by an independent arbitrator
selected by the American Arbitration Association. The decision of such
arbitrator, including any award of attorney's fees and costs, may be entered
into any court with jurisdiction.
(N) Board of Directors. Except as expressly provided
otherwise in this Agreement, reference to actions, determinations or similar
occurrences by the Company shall mean the action, decision or determination of
its Board of Directors.
(O) Authority. The Company hereby represents and warrants
that the person executing this Agreement on its behalf is duly authorized to
do so, that the execution of this Agreement has been duly approved by the
Board of Directors of the Company, and that this Agreement is binding upon the
Company. The Company hereby agrees to provide the documentation evidencing
such authorization and approval as the Consultant may reasonably request,
including, without limitation, written consents of the Board of Directors of
the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
RANGER INTERNATIONAL, INC. D/B/A
IMAGICA(trademark) ENTERTAINMENT, INC.,
a Florida corporation
By:
---------------------------------
Robert S. Wormser, President
TIM MURRAY
By:
---------------------------------
Tim Murray, Consultant
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August 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Registration Statement on Form S-8
Imagica Entertainment, Inc.
Gentlemen:
I have acted as counsel for Imagica Entertainment, Inc.
(the "Company") in connection with its proposed offering to certain consultants
of Company of 320,415 common shares and warrants to purchase an additional
300,000 common shares (par value $.0001). In connection with the proposed
public offering and above-described registration statement, I have reviewed the
following:
1. The Certificate of Incorporation and amendments thereto of the
Company;
2. The By-Laws and amendments thereto of the Company;
3. The minute books of the Company; and
On the basis of such investigation and the examination of such other
records as I deemed necessary, I am of the opinion that:
a) the Company has been duly incorporated and is validly existing under
the laws of the State of Florida; and
b) The 620,415 shares have been duly authorized and when issued, will be
legally issued by the Company and will be fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit for the purpose of
registering all or a portion of the Common Shares described in Form S-8 under
the relevant state and federal securities laws.
Sincerely,
/s/ Bruce Brashear
-------------------------------
Bruce Brashear, Esq.