Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Media Entertainment, Inc.
(Exact name of Registrant as specified in its charter)
NEVADA 72-1346591
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
(Address of principal executive offices,
including zip code)
------------------------------
FINANCIAL AND COMMUNICATIONS
CONSULTING SERVICES AGREEMENT
(Full title of the plan)
------------------------------
David M. Loflin
President
Media Entertainment, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
(Name and address of agent for service)
Copy to:
Eric Newlan, Esquire
NEWLAN & NEWLAN
2512 Program Drive, Suite 101
Dallas, Texas 75220
(214) 654-9520
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------
Proposed
maximum Proposed
Title of offering maximum Amount of
securities Amount price aggregate regi-
to be to be per offering stration
registered registered share(1) price(1) fee
- ----------------------------------------------------------
Common
Stock,
$.0001
par value 44,000 $3.00(1) $132,000 $40.00
shares
- ----------------------------------------------------------
(1) The maximum offering price was calculated pursuant to
Rule 457(c).
MEDIA ENTERTAINMENT, INC.
Cross Reference Sheet Required
By Item 501(b) of Regulation S-K
Form S-8 Item Number and Caption Caption in Prospectus
- -------------------------------- ---------------------
1. Forepart of Registration Facing Page of
Statement and Outside Registration Statement
Front Cover Page of and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of
Cover Pages of Prospectus Prospectus and Outside
Cover Page of Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling
Shareholder
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Shareholder
9. Description of Securities Financial and
to be Registered Communications Consulting
Services Agreement and
Issuance of Common Stock;
Sales by Selling
Shareholder
10.Interest of Named Experts Not Applicable
and Counsel
11.Material Changes Not Applicable
12.Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
13.Disclosure of Commission Indemnification
Position on Indemnification
or Securities Act Liabilities
PROSPECTUS
Media Entertainment, Inc.
44,000 Shares of Common Stock
($.0001 par value per share)
Issued Pursuant to a Financial and
Communications Consulting Services Agreement
This Prospectus is part of a Registration Statement which
registers 44,000 shares of Common Stock, $.0001 par value
per share (the "Common Stock"), of Media Entertainment,
Inc., a Nevada corporation (the "Company"), which have been
issued, as described herein, to Langley Downey
Entertainment, Inc., a California corporation ("LDEI"), a
consultant to the Company, pursuant to a Financial and
Communications Consulting Services Agreement under which the
Company has issued 44,000 shares of Common Stock to LDEI
(such securities being referred to herein as the "LDEI
Securities"). LDEI is a selling shareholder under this
Prospectus and is referred to herein as the "Selling
Shareholder". All of the LDEI Securities were issued to the
Selling Shareholder pursuant to a written compensation
contract which provided for the issuance of the LDEI
Securities. The Company has been advised by the Selling
Shareholder that it may sell all or a portion of its shares
of Common Stock from time to time in the over-the-counter
market in negotiated transactions, directly or through
brokers, or otherwise, and that such shares will be sold at
market prices prevailing at the time of such sales or at
negotiated prices.
No person has been authorized by the Company to give any
information or to make any representation other than as
contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery
of this Prospectus nor the issuance of any of the LDEI
Securities under the terms of the aforementioned Financial
and Communications Consulting Services Agreement shall,
under any circumstances, create any implication that there
has been no change in the affairs of the Company since the
date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENT-ATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell
securities in any state to any person to whom it is unlawful
to make such offer in such state.
The date of the Prospectus is November 19, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports
and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other
information filed with the Commission can be inspected and
copied at the Public Reference Section of the Commission at
its principal offices located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's Common Stock
currently trades in the over-the-counter market: OTC
Electronic Bulletin Board symbol MEME.
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), with
respect to 11,00 shares of the Company's Common Stock,
issued to a consultant of the Company pursuant to a written
Financial and Communications Consulting Services Agreement.
This Prospectus, which constitutes Part I of the
Registration Statement, omits certain information with
respect to the Company and the shares of Common Stock
offered by the Prospectus. Reference is made to the
Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not
necessarily complete, and where any such document is an
exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other
document, to which reference is hereby made, for a full
statement of the provisions thereof. A copy of the
Registration Statement, with exhibits, may be obtained from
the Commission's office located in Washington, D.C. (at the
above address) upon payment of the fees prescribed by the
Rules and Regulations of the Commission, or examined free of
charge. Also, the Registration Statement, with exhibits,
may be examined on and/or downloaded from the Internet at:
http://www.sec.gov/cgi-bin/srch-edgar.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference and made a
part hereof:
1. The Company's Quarterly Report on Form 10-QSB for
the period ended June 30, 1997;
2. The Company's Current Report on Form 8-K, date of
event: 10-10-97; and
3. The Company's Registration Statement on Form S-1
(Commission File No. 333-26385) declared effective August
12, 1997.
All reports and documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which de-registers all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof
from the respective date of filing of each such document.
Any statement incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is
or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this
Prospectus.
The Company hereby undertakes to provide, without charge, to
each person, including any beneficial owner, to whom a copy
of this Prospectus has been delivered, on the written
request of any such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than
exhibits to such documents. Written requests for such
copies should be directed to: Corporate Secretary, Media
Entertainment, Inc., 8748 Quarters Lake Road, Baton Rouge,
Louisiana 70809; telephone (504) 922-7744.
THE COMPANY
The Company was incorporated in the State of Nevada on
November 1, 1996, to operate as a holding company in the
wireless cable television and community (low power)
television industries, as well as other segments of the
communications industry. Effective December 20, 1996, the
Company acquired from certain of its officers and directors
and others licenses and leases of licenses to wireless cable
television channels and community (low power) television
channels. As of December 31, 1996, the Company acquired all
of the outstanding capital stock of (1) Winter
Entertainment, Inc., a Delaware corporation incorporated on
December 28, 1995 ("WEI"), and (2) Missouri Cable TV Corp.,
a Louisiana corporation incorporated on October 9, 1996
("MCTV"). WEI operates a community television station in
Baton Rouge, Louisiana; MCTV owns wireless cable television
channels in Poplar Bluff, Missouri, which system has been
constructed and is ready for operation, and Lebanon,
Missouri, which market's system has yet to be constructed.
Beginning in October 1997, the Company has focused its
efforts on the exploitation of its proprietary Wireless
Internet Access System. However, the Company is in need of
capital in order to commence its proposed operations. The
Company carries on its business through its subsidiaries.
FINANCIAL AND COMMUNICATIONS CONSULTING
SERVICES AGREEMENT AND ISSUANCE OF COMMON STOCK
General
On November 12, 1997, the Company entered into a Financial
and Communications Consulting Services Agreement with
Langley Downey Entertainment, Inc., (the Selling
Shareholder). The Company has issued 44,000 shares of
Company Common Stock pursuant to such Financial and
Communications Consulting Services Agreement. This
Prospectus relates to the 44,000 shares issued to LDEI.
Under the terms of the Financial and Communications
Consulting Services Agreement, the Selling Shareholder has
agreed to provide consulting services with respect to
financial and media communications matters. None of the
securities to which this Prospectus relates is issued
pursuant to any program or plan and are not being
administered by either the Board of Directors of the Company
or any committee of the Board of Directors organized for
that purpose.
Federal Income Tax Effects
Under the Financial and Communications Consulting Services
Agreement pursuant to which the LDEI Securities were issued,
the LDEI Securities (44,000 shares of Common Stock) were
valued at $1.25 per share, or $55,000 in the aggregate. The
issuance of the LDEI Securities will result in the
recognition of taxable income to the Selling Shareholder.
Correspondingly, the Company will be entitled to a deduction
equal to the amount of ordinary income charged to the
Selling Shareholder.
Restrictions Under Securities Laws
The sale of any shares of Common Stock issued under the
Financial and Communications Consulting Services Agreement
must be made in compliance with federal and state securities
laws. Officers, directors and 10% or greater shareholders
of the Company, as well as certain other persons or parties
who may be deemed to be "affiliates" of the Company under
Federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable
exemption.
SALES BY SELLING SHAREHOLDER
The following table sets forth the name of the Selling
Shareholder, the amount of shares of Common Stock held,
directly or indirectly, the amount of Common Stock to be
owned by the Selling Shareholder following sale of such
shares of Common Stock and the percentage of shares of
Common Stock to be owned by the Selling Shareholder
following completion of such offering (based on 6,324,000
shares of Common Stock of the Company outstanding as of the
date of this Prospectus).
Per-
Shares centage
Number to be to be
Name of of Shares Owned Owned
Selling Shares to be After After
Shareholder Owned Offered Offering Offering
- ----------- ------ ------- -------- --------
Langley
Downey
Enter-
tainment,
Inc. 44,000 44,000 -0- -0-
DESCRIPTION OF SECURITIES
Common Stock
Each share of Common Stock is entitled to one (1) vote at
all meetings of shareholders. All shares of Common Stock
are equal to each other with respect to liquidation rights
and dividend rights. There are no preemptive rights to
purchase any additional shares of Common Stock. The
Articles of Incorporation of the Company prohibit cumulative
voting in the election of directors. The absence of
cumulative voting means that holders of more than 50% of the
shares voting for the election of directors can elect all
directors if they choose to do so. In such event, the
holders of the remaining shares of Common Stock will not be
entitled to elect any director. A majority of the shares
entitled to vote, represented in person or by proxy,
constitutes a quorum at a meeting of shareholders. In the
event of liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock will be entitled
to receive, on a pro rata basis, all assets of the Company
remaining after satisfaction of all liabilities.
Transfer Agent
The transfer agent for the shares of Common Stock of the
Company is Securities Transfer Corporation, 16910 Dallas
Parkway, Suite 100, Dallas, Texas 75248.
INDEMNIFICATION
The Company currently is seeking officer and director
liability insurance, though none has been obtained as of the
date of this Prospectus.
Article X of the Articles of Incorporation of the Company
provides that no director or officer of the Company shall be
personally liable to the Company or its shareholders for
damages for breach of fiduciary duty as a director officer;
provided, however, that such provision shall not eliminate
or limit the liability of a director or officer for (1) acts
or omissions which involve intentional misconduct, fraud or
a knowing violation of law or (2) the payment of dividends
in violation of law. Any repeal or modification of Article
X shall be prospective only and shall not adversely affect
any right or protection of a director or officer of the
Company existing at the time of such repeal or modification
for any breach covered by Article X which occurred prior to
any such repeal or modification. The effect of Article X of
the Company's Articles of Incorporation is that Company
directors and officers will experience no monetary loss for
damages arising out of actions taken (or not taken) in such
capacities, except for damages arising out of intentional
misconduct, fraud or a knowing violation of law, or the
payment of dividends in violation of law.
As permitted by Nevada law, the Company's Bylaws provide
that the Company will indemnify its directors and officers
against expense and liabilities they incur to defend, settle
or satisfy any civil, including any action alleging
negligence, or criminal action brought against them on
account of their being or having been Company directors or
officers unless, in any such action, they are judged to have
acted with gross negligence or willful misconduct. Insofar
as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
LEGAL MATTERS
Legal matters in connection with the securities being
offered hereby will be passed upon for the Company by Newlan
& Newlan, Attorneys at Law, Dallas, Texas.
EXPERTS
The consolidated financial statements of the Company
included in the Company's Registration Statement on Form S-1
(Commission File No. 333-26385), declared effective August
12, 1997, incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report of Weaver
and Tidwell, L.L.P., Certified Public Accountants,
independent certified public accountants, given on the
authority of that firm as experts in auditing and
accounting.
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 this Registration Statement.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 14(d) of the Securities
Exchange Act of 1934 (the Exchange Act), prior to the filing
of a post-effective amendment which de-registers 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 Quarterly Report on Form 10-QSB for
the period ended June 30, 1997;
(b) The Company's Registration Statement on Form S-1
(Commission File No. 333-26385) declared effective August
12, 1997;
(c) The Company's Current Report on Form 8-K, date of
event: 10-10-97; and
(d) 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 Company's Annual Report referred to
above.
Item 4. Description of Securities.
The Company is authorized to issue up to 100,000,000 shares
of Common Stock, $.0001 par value per share. The holders of
Company Common Stock will be entitled to one vote per share
on each matter submitted to a vote at any meeting of
shareholders. Shares of Common Stock do not carry
cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the
entire Board of Directors of the Company and, if they do so,
minority shareholders would not be able to elect any persons
to the Board of Directors. The Company's bylaws provide
that a majority in number of the issued and outstanding
shares of the Company shall constitute a quorum for
shareholders' meetings, except with respect to certain
matters for which a greater percentage quorum is required by
statute or the bylaws.
Shareholders of the Company will have no preemptive rights
to acquire additional shares of Common Stock or other
securities. The Common Stock will not be subject to
redemption and will carry no subscription or conversion
rights. In the event of liquidation of the Company, the
shares of Common Stock will be entitled to share equally in
corporate assets after satisfaction of all liabilities. The
shares of Common Stock, when issued, will be fully paid and
non-assessable.
Holders of Common Stock are entitled to receive such
dividends as the Board of Directors may from time to time
declare out of funds legally available for the payment of
dividends. The Company intends to expand its business
through reinvestment of profits, if any, and does not
anticipate that it will pay dividends in the foreseeable
future.
The Board of Directors has the authority to issue the
authorized but unissued shares without action by the
shareholders.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statutes 78.037 is incorporated herein by
this reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, the Securities Exchange
Act of 1934 or the Rules and Regulations of the Securities
and Exchange Commission thereunder may be permitted under
said indemnification provisions of the law, or otherwise,
the Company has been advised that, in the opinion of the
Securities and Exchange Commission, any such indemnification
is against public policy and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Inasmuch as the consultant who received shares of Common
Stock of the Company is knowledgeable, sophisticated and had
access to comprehensive information relevant to the Company,
such transaction was undertaken in reliance on the exemption
from registration provided by Section 4(2) of the Act. As a
condition precedent to such grant, the consultant was
required to express an investment intent and consent to the
imprinting of a restrictive legend on each stock certificate
to be received from the Company in the absence of sale
pursuant to an effective Registration Statement.
Item 8. Exhibits.
Exhibit Description
- ------- -----------
5.1 Opinion of Newlan & Newlan, Attorneys at Law,
re: Legality.
10.1 Financial and Communications Consulting Services
Agreement, dated as of November 12, 1997,
between Registrant and Langley Downey
Entertainment, Inc., a California corporation.
23.1 Consent of Weaver and Tidwell, L.L.P., Certified
Public Accountants.
23.2 Consent of Newlan & Newlan, Attorneys at Law.
Item 9. Undertakings.
(1) 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.
(2) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(3) Insofar as indemnification for liabilities arising
under the Act may be permitted to Directors, officers and
controlling persons of Registrant pursuant to the foregoing
provisions, or otherwise, 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 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, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that is 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, on the dates shown below.
MEDIA ENTERTAINMENT, INC.
By: /s/ David M. Loflin
David M. Loflin
President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
- -------------------- ------------ -----------------
/s/ David M. Loflin President November 13, 1997
David M. Loflin (Principal
Executive
Officer and
Principal
Accounting
Officer) and
Director
/s/ Waddell D. Lofliin Vice President, November 13, 1997
Waddell D. Loflin and Director
/s/ Richard N. Gill Director November 13, 1997
Richard N. Gill
/s/ Ross S. Bravata Director November 13, 1997
Ross S. Bravata
/s/ Michael Cohn Director November 13, 1997
Michael Cohn
INDEX TO EXHIBITS
MEDIA ENTERTAINMENT, INC.
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Newlan & Newlan, Attorneys at
Law, re: Legality
10.1 Financial and Communications Consulting
Services Agreement, dated as of November 12,
1997, between Registrant and Langley Downey
Entertainment, Inc.
23.1 Consent of Weaver and Tidwell, L.L.P.,
Certified Public Accountants
23.2 Consent of Newlan & Newlan, Attorneys at Law
-----------
Exhibit 5.1
-----------
November 13, 1997
Media Entertainment, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Re: Registration Statement on Form S-8 of Media
Entertainment, Inc. Common Stock Issued Pursuant to a
Financial and Communications Consulting Services
Agreement with Langley Downey Entertainment, Inc.
Gentlemen:
This opinion is submitted pursuant to the applicable rules
of the Securities and Exchange Commission (the "Commission")
with respect to the registration by Media Entertainment,
Inc., a Nevada corporation (the "Company"), of 44,000 shares
of Company common stock, $.0001 par value per share (the
"Common Stock"), issued to Langley Downey Entertainment,
Inc., a California corporation, pursuant to a Financial and
Communications Consulting Services Agreement (the
"Agreement") approved by resolution of the Company's Board
of Directors on November 5, 1997.
In our capacity as counsel to the Company, we have examined
the original, certified, conformed, photostatic or other
copies of the Agreement, the Company's Articles of
Incorporation, Bylaws and corporate minutes provided to us
by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and
the conformity to originals or certified copies of all
copies submitted to us as conformed, photostatic or other
copies. In passing upon certain corporate records and the
documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or
included therein by the Company, and express no opinion
thereon.
Based upon and in reliance upon the foregoing, it is our
opinion that the Common Stock issued pursuant to the
Agreement is validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the
Commission.
Very truly yours,
/s/
NEWLAN & NEWLAN
------------
Exhibit 10.1
------------
FINANCIAL AND COMMUNICATIONS
CONSULTING SERVICES AGREEMENT
This Agreement is made as of the 12th day of November, 1997,
by and between Langley Downey Entertainment, Inc.
("Consultant") and Media Entertainment, Inc., a Nevada
corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of
financial and media communications matters; and
WHEREAS, the Company is a publicly-held company and files
periodic reports pursuant to the requirements of the
Securities Exchange Act of 1934; and
WHEREAS, the Company desires to hire Consultant and
Consultant is willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed:
1. The Company hereby engages Consultant, on a non-exclusive basis,
to render consulting services with respect to financial and media
communications matters, on behalf of the Company. Consultant hereby
accepts such engagement and agrees to render such consulting services
throughout the term of this Agreement.
Anything contained herein to the contrary
notwithstanding, Consultant shall not render services
hereunder in connection with the offer or sale of securities
in a capital-raising transaction, in keeping with the
proscription thereof contained in Section A of the General
Instructions as to the use of Form S-8 promulgated by the
Securities and Exchange Commission.
It is further agreed that Consultant shall have no
authority to bind the Company to any contract or obligation
or to transact any business in the Company's name or on
behalf of the Company, in any manner. The parties intend
that Consultant shall perform its services required
hereunder as an independent contractor.
2. The term of this Agreement shall commence upon
execution of this Agreement and shall continue for six (6)
months.
3. In consideration of the services to be performed by
Consultant, the Company agrees to pay the sum of $55,000,
payable by the issuance to Consultant of shares of the
Company's $.0001 par value Common Stock, as follows: $55,000
shall be divided by the closing bid price of the Company's
Common Stock (as reported by the NASD's OTC Electronic
Bulletin Board) on the date of this Agreement, which shall
yield the number of shares to be issued to Consultant
hereunder. By way of example only, should the closing bid
price of the Company's Common Stock be $5.00 per share,
Consultant would be issued 11,000 shares of Company Common
Stock hereunder. The Company agrees that it will, at its
cost, register with the Securities and Exchange Commission
all of the shares of Company Common Stock issued to
Consultant hereunder pursuant to a Registration Statement on
Form S-8, at Consultant's request.
4. The Company represents and warrants to Consultant
that:
A. The Company will cooperate fully and timely
with Consultant to enable Consultant to perform its
obligations hereunder.
B. The execution and performance of this
Agreement by the Company has been duly authorized by the
Board of Directors of the Company.
C. The performance by the Company of this
Agreement will not violate any applicable court decree, law
or regulation, nor will it violate any provisions of the
organizational documents of the Company or any contractual
obligation by which the Company may be bound.
5. Until such time as the same may become publicly
known, the parties agree that any information provided to
either of them by the other of a confidential nature will
not be revealed or disclosed to any person or entity, except
in the performance of this Agreement, and upon completion of
Consultant's services and upon the written request of the
Company, any original documentation provided by the Company
will be returned to it. Consultant will not directly or
indirectly buy or sell the securities of the Company at any
time when it is privy to non-public information.
Consultant agrees that it will not disseminate any
printed matter relating to the Company, including, without
limitation, press releases, without prior written approval
of the Company's legal counsel.
6. Consultant represents and warrants to the Company
that the shares of the Company being acquired pursuant to
this Agreement are being acquired for its own account and
for investment and not with a view to the public resale or
distribution of such shares and further acknowledges that
the shares being issued have not been registered under the
Securities Act or any state securities law and are
"restricted securities", as that term is defined in Rule 144
promulgated by the Securities and Exchange Commission, and
must be held indefinitely, unless they are subsequently
registered or an exemption from such registration is
available.
Consultant acknowledges that the share certificate or
certificates of the Company issued to it pursuant to this
Agreement will bear a legend restricting future transfer in
the following, or similar, form:
"THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN
ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS
AMENDED. THE STOCK MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION EXCEPT IN A TRANSACTION EXEMPT FROM SUCH
REGISTRATION."
7. All notices hereunder shall be in writing and
addressed to the party at the address herein set forth, or
at such other address as to which notice pursuant to this
section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested),
Express Mail or by national or international overnight
courier. Notices will be deemed given upon the earlier of
actual receipt of three (3) business days after being mailed
or delivered to such courier service.
Notices shall be addressed to Consultant at:
Langley Downey Entertainment, Inc.
1875 Century Park East
Suite 150D
Los Angeles, California 90067
and to the Company at:
Media Entertainment, Inc.
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
with a copy to:
Newlan & Newlan, Attorneys at Law
2512 Program Drive
Dallas, Texas 75220
8. Miscellaneous.
A. In the event of a dispute between the parties
arising out of this Agreement, both Consultant and the
Company agree to submit such dispute through the American
Arbitration Association (the "Association") at the
Association's New Orleans, Louisiana, offices, in accordance
with the then-current rules of the Association; the award
given by the arbitrators shall be binding and a judgment can
be obtained on any such award in any court of competent
jurisdiction. It is expressly agreed that the arbitrators,
as part of their award, can award attorneys fees to the
prevailing party.
B. This Agreement is not assignable in whole or
in any part, and shall be binding upon the parties, their
heirs, representatives, successors or assigns.
C. This Agreement may be executed in multiple
counterparts which shall be deemed an original. It shall
not be necessary that each party execute each counterpart,
or that any one counterpart be executed by more than one
party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
Louisiana.
MEDIA ENTERTAINMENT, INC. LANGLEY DOWNEY
ENTERTAINMENT, INC.
By: /s/ David M. Loflin By: /s/ Morton Downey, Jr.
David M. Loflin Morton Downey, Jr.
President
------------
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITOR
As independent auditors, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated April 3, 1997, relating to the
consolidated financial statements of Media Entertainment,
Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statement of operations, changes in
stockholders' equity and cash flows for the period from
inception (December 28, 1995) to December 31, 1996, included
in the Form S-1 Registration Statement (File No. 333-26385)
declared effective on August 12, 1997.We also consent to the
reference to this firm under the heading "Experts" in this
Registration Statement.
/s/
WEAVER AND TIDWELL, L.L.P.
Certified Public Accountants
Fort Worth, Texas
November 18, 1997
------------
Exhibit 23.2
------------
Consent of Newlan & Newlan, Attorneys at Law, is included in
the Opinion filed as Exhibit 5.1 hereto