As filed with the Securities and Exchange Commission on April 18, 1996
Registration No.
---------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
HOLLYWOOD TRENZ, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2839130
- -------------------------------- ------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
CONSULTING AGREEMENTS
(Full title of the plan)
3471 North Federal Highway, Ft. Lauderdale, FL 33306 Telephone 954-568-0433
(Address, including zip code, and telephone number,
including area code, of registrant's office)
Edward R. Showalter, President
3471 North Federal Highway, Ft. Lauderdale, FL 33306 Telephone 954-568-0433
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of communications to the agent for service to:
Timothy J. O'Connor, Esq., O'Connor & Associates, P.C.
7730 E. Belleview Avenue, Suite 102, Englewood, Colorado 80111,
Telephone (303)741-6100
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be 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 line: X
-------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee (1)
- -------------------------------------------------------------------------------------------------------------------
Common Stock
(no par value) 3,800,000 shares $0.26 $988,000 $341
===================================================================================================================
<FN>
(1) Pursuant to Rule 457(c), based upon the average of the bid and ask prices of the common stock as of April
15, 1996.
</FN>
===================================================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to participants in the Consulting
Agreements filed as Exhibits to this Registration Statement (the "Consulting
Agreements") in accordance with Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). Such document(s) are not being filed with the Commission in
compliance with the Note to Part 1 of Form S-8, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c) , 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (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 the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Company's annual report on Form 10-KSB for the year
ended December 31, 1995 filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the report
referred to in (a) above.
(c) The description of the Common Stock of the Company that is
contained in the Registration Statement filed by the Company under the
Securities and Exchange Act including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to the Company's Bylaws, the officers and directors of the
Company are entitled to indemnification to the maximum extent permitted by the
Delaware General Corporation Law. Such indemnification may limit his or her
liability in that capacity. Insofar as indemnification for liabilities arising
under the 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
Exhibit Description
(4)(a)(1) Consulting Agreement dated April 10, 1996, between the Company and
Euro International Design
(4)(a)(2) Consulting Agreement dated April 9, 1996, between the Company and
Creative Media International, Inc.
4)(a)(3) Consulting Agreement dated April 4, 1996, between the Company and
James Ewell
(4)(a)(4) Consulting Agreement dated April 4, 1996, between the Company and
John Sloan
(5) Opinion of O'Connor & Associates, P.C. relating to the original
issuance of shares of securities pursuant to the Consulting
Agreements
(23)(a) Consent of O'Connor & Associates, P.C. included in the opinion
filed as Exhibit (5) hereto
(23)(b) Consents of independent certified public accountants
undertakings
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement 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;
(b) That, for the purposes of determining any liability under
the 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; and
(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.
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 Ft. Lauderdale and the State of Florida, on the
18th day of April , 1996.
Hollywood Trenz, Inc.
By: /s/ Edward R. Showalter
----------------------------------------
Edward R. Showalter
President, Chief Executive and
Chief Financial Officer
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 and on the dates indicated.
Signature Title Date
--------- ----- ----
President, Principal
Executive and Financial
Officer and Chairman of the April 18, 1996
/s/ Edward R. Showalter Board of Director
- -------------------------
Jeanne M. Anderson
Vice Chairman, Chief April 18, 1996
/s/ Robert E. Burton, Jr. Operating Officer and Director
- -------------------------
Robert E. Burton, Jr.
Director April 18, 1996
/s/ Gregory D. Smith
- -------------------------
Gregory D. Smith
As filed with the Securities and Exchange Commission on April 18, 1996.
Registration No.
-----------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
---------------------------
Hollywood Trenz, Inc.
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
================================================================================
EXHIBIT INDEX
Hollywood Trenz, Inc.
Exhibit
Number Description Page
(4)(a)(1) Consulting Agreement dated April 10, 1996, between
the Company and Euro International Design
(4)(a)(2) Consulting Agreement dated April 9, 1996, between
the Company and Creative Media International, Inc.
(4)(a)(3) Consulting Agreement dated April 4, 1996, between
the Company and James Ewell
(4)(a)(4) Consulting Agreement dated April 4, 1996, between
the Company and John Sloan
(5) Opinion of O'Connor & Associates, P.C. relating to
the issuance of shares of common stock pursuant to
the DCX 1995 Stock Incentive Plan
(23.1) Consent of O'Connor & Associates, P.C. included in
the opinion filed as Exhibit (5) hereto
(23.2) Consent of independent certified public accountants