As filed with the Securities and Exchange Commission on
December 23, 1997
Securities Act Registration No. 333-
______________________________________________________________________________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
DETOUR MAGAZINE, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1156459
- --------------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
6855 Santa Monica Boulevard
Suite 400
Los Angeles, California 90038
- --------------------------------------- -------
(Address of principal executive offices) (Zip Code)
DETOUR MAGAZINE, INC. 1997 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Edward T. Stein, Copies to:
Chairman & Chief Executive Officer Andrew I. Telsey, Esquire
Detour Magazine, Inc. Andrew I. Telsey, P.C.
201 N. Service Rd. 2851 S. Parker Road, Suite 720
Melville, N.Y. 11747 Aurora, Colorado 80014
- ------------------------------------ (303) 671-8920
(Name & address of agent for service)
(213) 469-9444
-----------------------------------------------------------
(Telephone number, including area code, of agent for service)
(CALCULATION OF REGISTRATION FEE)
______________________________________________________________________________
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering aggregate registration
to be registered registered price per offering fee
Share price
______________________________________________________________________________
Common Stock, 2,200,000 $0.015 $33,000 $10.00
$0.001 par value shares
______________________________________________________________________________
*Estimated for calculation of registration fee only, pursuant to Rule
457(h)(1), calculated on the basis of the book value of the Company, as
included in the Company's Form 10-QSB for the nine month period ended
September 30, 1997, as filed with the Securities and Exchange Commission.
In addition, pursuant to Rule 416(c) promulgated under the Securities Act of
1933, this Registration Statement covers an indeterminate amount of interests
to be offered or sold pursuant to the Detour Magazine, Inc. 1997 Nonqualified
Stock Option Plan described herein.
This Form S-8 consists of sixteen pages.
Exhibits are indexed beginning at page five.
______________________________________________________________________________
PART II. INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated into this Registration Statement
by reference:
(1) The Company's latest Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1996, (the "Annual Report"), filed pursuant to Section 13 of
the Exchange Act;
(2) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report referred to in (1), above.
All documents subsequently filed by the Company 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 to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement 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 herein by reference 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 or
is deemed to be incorporated herein by reference 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.
The Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that the Company will
indemnify any officer or director to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Act may be
permitted to officers and directors of the Company pursuant to the foregoing
provisions or otherwise, the Company understands that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and therefore unenforceable, In the event that
a claim for indemnification for such liabilities (other than the payment by
the Company of expenses paid by a director or officer of the Company in the
successful defense of any action, suit or proceeding) is asserted by an
officer or director for liabilities arising under the Act, the Company will
(unless the question has already been determined by a precedent deemed to be
controlling), submit to a court of appropriate jurisdiction the question
whether or not indemnification by it is against 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.
2
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No.
4.1 Detour Magazine, Inc. 1997 Nonqualified Stock Option Plan
5 Opinion of Andrew I. Telsey, P.C. regarding legality of the
securities covered by this Registration Statement.
24.1 The consent of Andrew I. Telsey, P.C., counsel for the Company,
to the use of their opinion with respect to the legality of the
securities covered by this Registration Statement and to the
references to such firm in this Registration Statement is
contained in such opinion filed as Exhibit 5 to this
Registration Statement.
24.2 Consent of Marcum & Kliegman LLP, independent auditors.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 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 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 this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, 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 out of the
Securities Act of 1933 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 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 to 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.
3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Los Angeles, State of California, on
December 22, 1997.
DETOUR MAGAZINE, INC.
By:/s/ John Evans
-------------------------------------
John Evans, President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures and Capacities:
Dated: December 22, 1997 /s/ Edward T. Stein
-------------------------------------------
Edward T. Stein, Chairman and CEO
Dated: December 22, 1997 /s/ James Turner
-------------------------------------------
James Turner, Director
Dated: December 22, 1997 /s/ Luis Barajas
-------------------------------------------
Luis Barajas, Director
Dated: December 22, 1997 /s/ John Evans
-------------------------------------------
John Evans, Director and President
Dated: December 22, 1997 /s/ Barry Ross
-------------------------------------------
Barry Ross, Director and Secretary
Dated: December 22, 1997 ___________________________________________
Lorraine Rasmussen, Director
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California on December 22, 1997.
DETOUR MAGAZINE, INC. 1997 NONQUALIFIED
STOCK OPTION PLAN
By: /s/ Edward T. Stein
----------------------------------------
Edward T. Stein, Plan Administrator
4
EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No. Page
- ----------- ----
4.1 Detour Magazine, Inc. 1997 Nonqualified Stock Option Plan 6
5 Opinion of Andrew I. Telsey, P.C. regarding legality of the
securities covered by this Registration Statement. 12
24.1 The consent of Andrew I. Telsey, P.C., legal counsel for -
the Company to the use of their opinion with respect to
the legality of the securities covered by this
Registration Statement and to the references to such
firm in this Registration Statement is contained in
such opinion filed as Exhibit 5 to this Registration
Statement.
24.2 Consent of Marcum & Kliegman LLP, independent auditors. 15
____________________________
5
Detour Magazine, Inc.
___________________
EXHIBIT 4.1
___________________
DETOUR MAGAZINE, INC. 1997
NONQUALIFIED STOCK OPTION PLAN
___________________
6
DETOUR MAGAZINE, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Stock Option Plan (the "Plan") is to
advance the interests of the Detour Magazine, Inc., a Colorado corporation
("DETOUR" or the "Corporation"), by providing an additional incentive to
attract and retain qualified and competent persons who are key employees,
consultants, representatives, officers and directors of the Corporation upon
whose efforts and judgment the success of the Corporation is largely
dependent, and to provide an incentive for other Companies to enter into a
Consulting Agreement with the Corporation, through the encouragement of stock
ownership in the Corporation, by such persons. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation if, at the time the Option is granted, each of
the corporations other than the last corporation in the unbroken chain owns
50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.
2. Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this Plan, the Board of Directors (the "Board") or
the Stock Option Committee (the "Stock Option Committee") of the Corporation
is hereby authorized to issue from time to time on the Corporation's behalf to
any one or more Eligible Persons, as hereinafter defined, non-qualified stock
(Options) options to acquire shares of the Corporation's $.001 per value
Common Stock (the "Stock").
3. Amount of Stock. The aggregate number of shares of Stock which may
be purchased pursuant to the exercise of Options shall be 2,200,000 shares.
If an Option ceases to be exercisable, in whole or in part, the shares of
Stock underlying such Option shall continue to be available under this Plan.
Further, if shares of Stock are delivered to the Corporation as payment for
shares of Stock purchased by the exercise of an Option granted under this
Plan, such shares of Stock shall also be available under this Plan. If there
is any change in the number of shares of Stock on account of the declaration
of stock dividends, recapitalization resulting in stock split-ups, or
combinations or exchanges of shares Stock, or otherwise, the number of shares
of Stock available for purchase upon the exercise of Options, the shares of
Stock subject to any Option and the exercise price of any outstanding Option
shall be appropriately adjusted by the Board or the Stock Option Committee.
The Board or the Stock Option Committee shall give notice of any adjustments
to each Eligible Person granted an Option under this Plan, and such
adjustments shall be effective and binding on all Eligible Persons. If
because of one or more recapitalizations, reorganizations or other corporate
events, the holders of outstanding Stock receive something other than shares
of Stock then, upon exercise of an Option, the Eligible Person will receive
what the holder would have owned if the holder had exercised the Option
immediately before the first such corporate event and not dispose of anything
the holder received as a result of the corporate event.
4. Eligible Persons. An Eligible Person means (i) any individual who is
employed by the Corporation, (ii) any director of the Corporation or any
Subsidiary of the Corporation, (iii) any consultant or representative of the
Corporation or any Subsidiary of the Corporation, or (iv) any Company that is
a party to a Consulting Agreement with the Corporation.
5. Grant of Options. The Board or the Stock Option Committee has the
right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in writing
signed on behalf of the Corporation or by a majority of the members of the
Stock Option Committee. The writing shall the terms which govern the Option.
The terms shall be determined by the Board or the Stock Committee, and may
include, among other terms, the number of shares of Stock that may be acquired
pursuant to the exercise of the Options, when the Options may be exercised,
the period for which the Option is granted and including the expiration date,
the effect on the Options if the Eligible Person terminates employment and
whether the Eligible Person may deliver shares of Stock or property to pay for
the shares of Stock to be purchased by the exercise of the Option. However,
no term shall be set forth in the writing which is inconsistent with any of
the terms of this Plan. The terms of an Option
7
granted to an Eligible Person may differ from the terms of an Option granted to
another Eligible Person, and may differ from the terms of an earlier Option
granted to the same Eligible Person.
6. Option Price. The Option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and may
be less than fair market value of the Corporation's shares of Common Stock.
Fair market value as used herein shall be:
a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of
Stock on such exchange or over-the-counter market on which such shares shall
be traded on that date, or if such exchanges or over-the-counter market is
closed or if no shares shall have traded on such a date, on the last
preceding date on which such shares shall have traded.
b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.
7. Purchase of Shares.
(a) An Option shall be exercised by the tender to the Corporation
of the full purchase price of the Stock with respect to which the Option is
exercised and written notice of the exercise. The purchase price of the Stock
shall be in United States dollars, payable in cash or by check, in property,
the Corporation stock, or cashless exercise if so permitted by the Board or
the Stock Option Committee in accordance with the discretion granted in
Paragraph 6 hereof, having a value equal to such purchase price.
(b) The Corporation shall not be required to issue or deliver any
certificates for shares of Stock purchased upon the exercise of an Option
prior to (i) If requested by the Corporation, the filing with the Corporation
by the Eligible Person of a representation in writing that it is the Eligible
Person's then present intention to acquire the Stock being purchased for
investment and not for resale, and/or (ii) the completion of any registration,
exemption or other qualification of such shares under any securities,
governmental or regulatory body, which the Corporation shall determine to be
necessary or advisable.
8. Stock Option Committee. The Stock Option Committee may be appointed
from time to time by the Corporation's Board of Directors. The Board may from
time to time remove members from or add members to the Stock Option Committee.
The Stock Option Committee shall be constituted so as to permit the Plan to
comply in all respects with the provisions set forth in Paragraph 21 herein.
The Board shall appoint a member of the Stock Option Committee to act as its
chairman. The Stock Option Committee shall hold its meetings at such times
and places as its chairman shall determine. A majority of the Stock Option
Committee's Members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee
will be made by the majority vote of the members constituting the quorum. The
members may participate in a meeting of the Stock Option Committee by
conference telephone or similar communications equipment by means of which all
members participating in the meeting can hear each other. Participating in a
meeting in that manner will constitute presence in persons at the meeting.
Any decision or determination reduced to writing and signed by all members of
the Stock Option Committee will be effective as if it had been made by a
majority vote of all members of the Stock Option Committee at a meeting which
is duly called and held.
9. Administration of Plan. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or
the Stock Option Committee is granted the full right and authority to
interpret and construe the provisions of this Plan, promulgate, amend and
rescind rules and procedures relating to the implementation of the Plan and to
make all other determinations necessary or advisable for the administration of
the Plan. All determinations made by the Board or the Stock Option Committee
shall be final, binding and conclusive on all persons including the Eligible
Person, the Corporation and its stockholders, employees, officers and
directors and consultants. No member of the Board or the Stock Option
Committee will be liable for any act or omission in connection with the
administration of this Plan unless it is attributable to that member's willful
8
misconduct.
10. Determination of Value and Fair Market Value. In grating Options
under this Plan, the Board or the Stock Option Committee shall make a good
faith determination as to the value and fair market value of the Stock at this
time of granting the Option.
11. Restrictions on Issuance of Stock. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted
in accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such
exercise it is his or her then present intention to acquire the shares of
Stock for investment and not with a view to, or for sale in connection with,
any distribution thereof; except that, in the case of a legal representative
of an Eligible Person, distribution shall be defined to exclude distribution
by will or under the laws of descent and distribution. Prior to issuing any
shares of Stock pursuant to the exercise of an Option, the Corporation shall
take such steps as it deems necessary to satisfy any withholding tax
obligations imposed upon it by any level of government.
12. Exercise in the Event of Death or Termination of Employment.
(a) If an optionee shall die (i) while an employee of the
Corporation or a Subsidiary or (ii) after termination of his employment with
the Corporation or a Subsidiary because of his disability, or retirement or
otherwise, his Options may be exercised, to the extent that the optionee shall
have been entitled to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right under the
Option pass by will or applicable law, or if no such person has such right, by
his executors or administrators, at any time, or from time to time. In the
event of termination of employment because of death while an employee, his
Options may be exercised not later than the expiration date specified in
Paragraph 5 or six months after the optionee's death, whichever date is
earlier, or in the event of termination of employment because of retirement or
otherwise, no later than the expiration date specified in Paragraph 5 hereof
or ninety (90) days after the optionee's death, whichever date is earlier.
(b) If an optionee's employment by the Corporation or a Subsidiary
shall terminate because of his disability and such optionee has not died
within the following three months , he may exercise his Options, to the extent
that he shall have been entitled to do so at the date of the termination of
his employment, at any time, or from time to time, but no later than the
expiration date specified in Paragraph 5 hereof or six months after
termination of employment, whichever date is earlier.
(c) If an optionee's employment shall terminate with the consent
of the Board or the Stock Option Committee or involuntarily other than by
termination for cause, and such optionee has not died within the following
three months, he may exercise his Option to the extent he shall have been
entitled to do so at the date of the termination (as described in this
Paragraph) of his employment, at any time and from to time, but not later than
the expiration date specified in Paragraph 5 hereof or thirty (30) Days after
termination of employment, whichever date is earlier. For purposes of this
Paragraph 12, termination for cause shall mean termination of employment by
reason of the optionee's commission of a felony, fraud or willful misconduct
which has resulted, or is likely to result, in substantial and material damage
to the Corporation or a Subsidiary, all as the Board or the Stock Option
Committee in its sole discretion may determine.
(d) If an optionee's employment shall terminate for any reason
other than death, disability, retirement or otherwise as set forth in
Paragraphs 13(a)-(c) hereof, all right to exercise his Options shall terminate
on the date of such termination of employment.
13. Exercise in the Event of Termination of Consulting Agreement. If an
optionee is granted options
9
under a Consulting Agreement and that Consulting Agreement is terminated, the
optionee's Options may be exercised, to the extent that the optionee shall
have been entitled to do so, on the date of termination. All right to
exercise the optionee's Options shall be terminated on the day following the
termination of the Consulting Agreement.
14. Corporate Events. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares
of Common Stock, the Board of Directors may declare that each Option granted
under this Plan shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than thirty (30) days written notice of the
date so fixed shall be given to each Eligible Person holding an Option, and
each such Eligible Person shall have the right, during the period of thirty
(30) days preceding such termination, to exercise his Option as to all or any
part of the shares of Stock covered thereby, including shares of Stock as to
which such Option would not otherwise be exercisable. Nothing set forth
herein shall extend the term set for purchasing the shares of Stock set forth
in the Option.
15. No Guarantee of Employment. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue
in the employ of the Eligible Person's employer, or will interfere with or
restrict in any way the right of the Eligible Person's employer to discharge
such Eligible Person at any time for any reason whatsoever, with or without
cause.
16. Non-transferability. No Option granted under the Plan shall be
transferable except by will and the laws of interstate. During the lifetime
of the optionee, an Option shall be exercisable only by the holder thereof.
17. No Rights as Stockholder. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.
18. Amendment and Discontinuance of Plan. The Corporation's Board of
Directors may amend , suspend or discontinue this Plan at any time. However,
no such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. The Board of Directors may
modify the Plan, as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws treatment of
Eligible Persons and the Plan.
19. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by an
government or regulatory agency as may be required. The Corporation shall not
be required to issue or deliver any certificates for shares of Stock prior to
(a) the listing of such shares on any stock exchange or over-the-counter
market on which the Stock may then be listed and (b) the completion of any
registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any government body which the Corporation
shall, in its sole discretion, determine to be necessary or advisable.
Moreover, no Option may be exercised if its exercise or the receipt of Stock
pursuant thereto would be contrary to applicable laws.
20. Name. The Plan shall be known as the Detour Magazine, Inc.
Non-Qualified Stock Option Plan.
21. Notices. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation or the Committee shall be sent to it at its office, 88-09 103
Avenue, Ozone Park, New York 11417, subject to the right of either party to
designate at any time hereafter in writing some other address, facsimile
number or person to whose attention such notice shall be sent.
22. Headings. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and
shall not constitute a part of this Plan nor shall they affect its meaning,
10
construction or effect.
23. Effective Date. This Plan, the Detour Magazine, Inc. Non-Qualified
Stock Option Plan, was adopted by the Board of Directors of the Corporation on
December 10, 1997. The effective date of the Plan shall be the same date.
Dated as of December 22, 1997.
DETOUR MAGAZINE, INC.
By: /s/ John Evans
-------------------------
John Evans, President
11
DETOUR MAGAZINE, INC.
___________________
EXHIBITS 5 AND 24.1
___________________
OPINION OF ANDREW I. TELSEY, P.C.
___________________
12
December 22, 1997
Mr. Edward T. Stein, Chairman
Detour Magazine, Inc.
201 N. Service Road
Melville, N.Y. 11747
Re: Detour Magazine, Inc.
Dear Mr. Stein:
In connection with the 2,200,000 shares of Common Stock, par value $0.001 per
share (the "Shares"), of Detour Magazine, Inc. (hereinafter called the
"Company"), included in the Company's 1997 Non-Qualified Stock Option Plan (the
"Plan"), which Shares are proposed to be registered on Form S-8 under the
Securities Act of 1933, as amended, we have examined the following instruments
and documents:
1. Articles of Incorporation of the Company, as amended;
2. Bylaws of the Company, as amended to date;
3. Copies of certain resolutions adopted by the Board of Directors of the
Company adopting the Plan and authorizing the reservation for issuance of
up to 2,200,000 shares of the Company's Common Stock (the "Shares"),
underlying the various options to be issued pursuant to the Plan.
We have examined such other instruments, documents and records and made such
further investigations as we have deemed necessary for the purposes of
rendering the following opinion.
Based on the foregoing, it is our opinion that:
(i) The Company is a corporation which has validly filed its Articles of
Incorporation under the laws of the State of Colorado;
(ii) The Plan and the Shares included in the Plan have been duly and
validly authorized by all necessary action on the part of the Company; the
Shares issuable pursuant to the Plan and upon exercise of the stock options
authorized pursuant to the Plan have been duly and validly authorized and,
upon payment therefor in accordance with the terms of such issuance and stock
option(s), will be validly issued, fully paid and nonassessable by the
Company;
(iii) The rights attendant to the Plan and the Shares reserved for
issuance thereunder conform to the description thereof contained in the
Prospectus;
(iv) No authorization, approval, consent or license of any regulatory
body or authority (other than under the Act and the securities or Blue Sky
laws of the various states), is required for the valid authorization,
issuance, sale and delivery of the stock options and Shares reserved for
issuance thereunder, or if so required, all such authorizations, approvals,
consents and licenses have been obtained and are in full force and effect;
(v) The Registration Statement and the Prospectus (except for the
financial statements and other financial data included therein, as to which
such counsel need express no opinion), comply as to form in all material
respects with the requirements of the Act and the Rules and Regulations
thereunder;
13
(vi) Such counsel have participated in the preparation of the
Registration Statement and Prospectus and no facts have come to the attention
of such counsel to lead them to believe that either the Registration Statement
or the Prospectus (except for the financial statements and other financial
data included therein, as to which such counsel need express no opinion),
contained any untrue statement of a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(vii) Such counsel does not know of any material statutes or regulations
or legal or governmental proceedings required to be described in the
Prospectus which are not correctly described in all material respects as
required, nor of any material contracts or documents of a character required
to be described in the Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement which are not described and filed as
required.
We hereby consent to the use of this opinion in the said Registration
Statement being filed with the Securities and Exchange Commission and further
consent to the reference to this firm in the Prospectus.
Very truly yours,
s/Andrew I. Telsey, P.C.
ANDREW I. TELSEY, P.C.
14
DETOUR MAGAZINE, INC.
___________________
EXHIBIT 24.2
___________________
CONSENT OF MARCUM & KLIEGMAN LLP
___________________
15
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of
Detour Magazine, Inc.
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement (Form S-8) of Detour Magazine, Inc. and to the
incorporation by reference therein of our report dated February 7, 1997 with
respect to the financial statements for the year ended December 31, 1996.
Marcum & Kliegman LLP
s/Marcum & Kliegman
Woodbury, New York
December 22, 1997
16