AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL SPORTS & ENTERTAINMENT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-3021770
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5092 S. Jones Boulevard
Las Vegas, NV 89118
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(Address of principal executive offices) (Zip Code)
Global Sports & Entertainment, Inc.
2002 Consultants Stock Plan
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(Full title of the plan)
Wayne Allyn Root
5092 S. Jones Boulevard
Las Vegas, 89118
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(Name and address and telephone of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock 1,000,000 $0.70 $700,000 $64.40
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933, the
price per share and aggregate offering price are based upon the average closing
bid ask price of the Common Stock of the registrant as traded in the
Over-The-Counter Market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on March 13, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference
into this Registration Statement:
(a) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000, filed by the registrant with the Securities and Exchange
Commission (the "Commission") on March 29, 2001, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.
(b) The Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2001, filed by the registrant with the Commission on April 30, 2001.
(c) The Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2001, filed by the registrant with the Commission on August 14, 2001.
(d) The Quarterly Report on Form 10-QSB for the quarter ended
September 31, 2001, filed by the registrant with the Commission on November 19,
2001.
(e) The description of the registrant's common stock, which is
contained in a registration statement filed on Form SB-2 on February 2, 2000.
(f) In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
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 into this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the common shares
being registered herein will be passed upon for the Company by Pollet &
Richardson, a Law Corporation. Erick E. Richardson and Nimish Patel, principals
of the law firm, are eligible to receive shares of the Company's common stock
pursuant to this Form S-8 Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Delaware Business Corporation
Law. Specifically, our directors will not be personally liable for monetary
damages for breach of fiduciary duty as directors, except for liability for (i)
any breach of the duty of loyalty to us or our shareholders, (ii) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
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violation of law, (iii) dividends or other distributions of corporate assets
that are in contravention of certain statutory or contractual restrictions, (iv)
violations of certain securities law, or (v) any transaction from which the
director derives an improper personal benefit. Liability under Federal
securities laws are not limited by the Articles of Incorporation. The Delaware
Business Corporation Law requires that we shall indemnify any director, officer
or employee made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity of the person, against judgments,
penalties, fines, settlements and reasonable expenses incurred by the person in
connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including a derivative
action in our name. Reference is made to the detailed terms of the Delaware
indemnification statute for a complete statement of such indemnification rights.
Our Restated Bylaws require us to provide indemnification to the fullest extent
of the indemnification statute.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we are aware that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.0 Opinion regarding legality
10.1 Global Sports & Entertainment, Inc. 2002 Consultants
Plan
23.1 Consent of Moore Stephens, P.C.
23.2 Consent of Pollet & Richardson
(included in Exhibit 5)
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.
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(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, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) 0f 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.
(c) Insofar as indemnification for liabilities arising under
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 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, 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 Las Vegas, State of Nevada, on this 13th day of
March, 2002.
GLOBAL SPORTS & ENTERTAINMENT, INC.
By: /S/ WAYNE ALLYN ROOT
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Wayne Allyn Root
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Dated: March 13, 2002 /S/ WAYNE ALLYN ROOT
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Wayne Allyn Root
Chief Executive Officer/Chairman of
the Board
Dated: March 13, 2002 /S/ DOUGLAS R. MILLER
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Douglas R. Miller
President/Chief Operating
Officer/Director
Dated: March 13, 2002 /S/ TIM J. KEATING
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Tim J. Keating, Director
Dated: March 13, 2002 /S/ JOHN T. MANNER
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John T. Manner, Director
Dated: March 13, 2002 /S/ RALPH R. PAPITTO
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Ralph R. Papitto, Director
Dated: March 13, 2002 /S/ DAVID P. HANLON
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David P. Hanlon, Director
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INDEX TO EXHIBITS
Exhibit Number Description
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5.0 Opinion regarding legality
10.1 Global Sports & Entertainment, Inc. 2002 Consultants Plan
23.1 Consent of Moore Stephens, P.C.
23.2 Consent of Pollet & Richardson (included in Exhibit 5)
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