Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Internet Media Corporation
(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)
INVESTOR RELATIONS AGREEMENT
(Full title of the plan)
David M. Loflin
President
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
(Name and address of agent for service)
Copy to:
Eric Newlan, Esquire
NEWLAN & NEWLAN
819 Office Park Circle
Lewisville, Texas 75057
(972) 353-3880
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed Amount
Title of Offering Maximum 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 250,000 $4.50(1) $1,125,000 $387.93
Shares
- -----------------
(1) The maximum offering price was calculated pursuant to
Rule 457(c).
PROSPECTUS
Internet Media Corporation
250,000 Shares of Common Stock
($.0001 par value per share)
Issued Pursuant to an Investor Relations Agreement
This Prospectus is part of a Registration Statement which
registers 250,000 shares of Common Stock, $.0001 par value
per share (the "Common Stock"), of Internet Media
Corporation, a Nevada corporation (the "Company"), which
have been issued, as described herein, to Interactive
Business Channel, Irvine, California ("IBC"), consultants to
the Company, pursuant to an Investor Relations Agreement
under which the Company has issued a total of 500,000 shares
of Common Stock to IBC, 250,000 of which are the subject
hereof (such securities being referred to herein as the "IBC
Securities"). IBC is a selling shareholder under this
Prospectus and is referred to herein as the "Selling
Shareholder". All of the IBC Securities were issued to the
Selling Shareholder pursuant to a written compensation
contract which provided for the issuance of the IBC
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 IBC
Securities under the terms of the aforementioned Investor
Relations 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 REPRESENTATION 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 June 15, 1999
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 trades
in the over-the-counter market on the OTC Electronic
Bulletin Board under the symbol "USRF".
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 250,000 shares of the Company's Common Stock,
issued to a consultant of the Company pursuant to a written
Investor Relations 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.
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
quarter ended March 31, 1999;
2. The Company's Current Report on Form 8-K, date of
event: 1-29-99, as amended;
3. The Company's Annual Report on Form 10-KSB for the
year ended December 31, 1998;
4. The Company's Quarterly Report on Form 10-QSB for the
period ended September 30, 1998;
5. The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1998; and
6. The Company's Quarterly Report on Form 10-QSB for the
period ended March 31, 1998.
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, Internet
Media Corporation, 8748 Quarters Lake Road, Baton Rouge,
Louisiana 70809; telephone (225) 922-7744.
THE COMPANY
In July 1998, the Company changed its name to "Internet
Media Corporation". The Company was incorporated on
November 1, 1996, under the name "Media Entertainment,
Inc.", to act as a holding company in the wireless cable and
community (low power) television industries. Due to current
market conditions in the wireless cable industry, the
Company has abandoned its efforts to develop its wireless
cable properties. In furtherance of its plan to focus on
the exploitation of its US.RFTM Wireless Internet access
products and expansion of its other Internet services, the
Company has agreed to assign all of its community (low
power) television properties to New Wave Media Corp., in
exchange for 1,500,000 shares of such entity's common stock.
The Company's Board of Directors has declared a dividend
with respect to all 1,500,000 New Wave Media Corp. shares.
In September 1998, the Company, through a wholly-owned
subsidiary, Santa Fe Wireless Internet, Inc., acquired the
assets and going business of Desert Rain Internet Services
("DSRT"), a Santa Fe, New Mexico-based Internet Service
Provider (ISP), for $25,000 in cash, and, in June 1999, the
Company acquired a second Santa Fe, New Mexico-based ISP,
Santa Fe Trail Internet Plus, Inc., for 100,000 shares of
Company Common Stock. The Company currently has
approximately 2,100 subscribers in the Santa Fe area. In
the near future, the Company's Santa Fe operations will
become an affiliate of CyberHighway, Inc. ("CyberHighway"),
the Company's other ISP subsidiary. In January 1999, the
Company acquired all of the outstanding capital stock of
CyberHighway, a Boise, Idaho-based ISP with approximately
27,000 subscribers, in exchange for 2,000,000 shares of
Company Common Stock.
The Company currently is negotiating for the acquisition of
other ISPs located around the United States. There is no
assurance that any such additional acquisitions will be
consummated.
INVESTOR RELATIONS AGREEMENT
AND ISSUANCE OF COMMON STOCK
General
On June 4, 1999, the Company entered into an Investor
Relations Agreement with Interactive Business Channel (the
Selling Shareholder). The Company has issued a total of
500,000 shares of Company Common Stock pursuant to such
Investor Relations Agreement. This Prospectus relates only
to 250,000 of the shares issued to IBC. Under the terms of
the Investor Relations Agreement, the Selling Shareholder
has agreed to provide consulting services with respect to
financial public and investor relations and related
activities. 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 Investor Relations Agreement pursuant to which the
IBC Securities were issued, the IBC Securities were valued
at $4.00 per share, or $2,000,000 in the aggregate. The
issuance of the IBC 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
Investor Relations 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 11,505,120
shares of Common Stock of the Company outstanding as of the
date of this Prospectus).
Shares Percentage
Number To be To be
Name of of Shares Owned Owned
Selling Shares To be After After
Shareholder Owned Offered Offering Offering
- ----------- ------ ------- -------- ----------
Interactive
Business
Channel 500,000 250,000 250,000 2.17%
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, Lewisville, Texas. The partners
in the law firm of Newlan & Newlan owned, in the aggregate,
as of the date of this Prospectus, a total of 279,500 shares
of Company Common Stock.
EXPERTS
The consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1998, 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) and (g) 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
quarter ended March 31, 1999;
(b) The Company's Current Report on Form 8-K, date of
event: 1-29-99, as amended;
(c) The Company's Annual Report on Form 10-KSB for the
year ended December 31, 1998;
(d) The Company's Quarterly Report on Form 10-QSB for the
period ended September 30, 1998;
(e) The Company's Quarterly Report on Form 10-QSB for the
period ended June 30, 1998;
(f) The Company's Quarterly Report on Form 10-QSB for the
period ended March 31, 1998; and
(g) 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.
Not applicable.
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 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 Investor Relations Agreement, dated as of June
4, 1999, between Registrant and Interactive
Business Channel
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.
INTERNET MEDIA CORPORATION
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 June 15, 1999
David M. Loflin (Principal
Executive
Officer and
Principal
Accounting
Officer) and
Director
/s/ Waddell D. Loflin Vice President, June 15, 1999
Waddell D. Loflin Secretary and
Director
/s/ Julius W. Basham, II Chief Operating June 15, 1999
Julius W. Basham, II Officer and
Director
/s/ Richard N. Gill Director June 15, 1999
Richard N. Gill
/s/ Ross S. Bravata Director June 15, 1999
Ross S. Bravata
/s/ Michael Cohn Director June 15, 1999
Michael Cohn
INDEX TO EXHIBITS
INTERNET MEDIA CORPORATION
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Newlan & Newlan, Attorneys at
Law, re: Legality
10.1 Investor Relations Agreement, dated as of
June 4, 1999, between Registrant and
Interactive Business Channel
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
June 15, 1999
Internet Media Corporation
8748 Quarters Lake Road
Baton Rouge, Louisiana 70809
Re: Registration Statement on Form S-8 of Internet Media
Corporation Common Stock Issued Pursuant to an Investor
Relations Agreement with Interactive Business Channel
Gentlemen:
This opinion is submitted pursuant to the applicable rules
of the Securities and Exchange Commission (the "Commission")
with respect to the registration by Internet Media
Corporation, a Nevada corporation (the "Company"), of
250,000 shares of Company common stock, $.0001 par value per
share (the "Common Stock"), issued to Interactive Business
Channel, pursuant to an Investor Relations Agreement (the
"Agreement") approved by resolution of the Company's Board
of Directors on June 4, 1999.
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
IBC INVESTOR RELATIONS AGREEMENT
This Agreement is made effective as of June 4, 1999, by and
between Internet Media Corporation ("Client"), and
Interactive Business Channel ("IBC").
Now, Therefore in consideration of the mutual promises,
covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and adequacy of
which is expressly acknowledged, IBC and Client agree as
follows:
Engagement of IBC
Client hereby retains IBC for a period of five years to
assist in enhancing Client's Online Investor Relations
strategy.
Ibchannel.com provides Internet investors with a "one stop
destination" to an array of free investment services. These
services include stock research, IPO data, quotes, market
data, no-load funds, online IPO's, investor relations, and
financing.
Interactive Business Channel has substantial strategic
alliances with financial content providers and media
partners including quote.com, zacks.com, ipo.com, quote.com,
VTAR, and newsletters.com.
IBC's email newsletter "stock line" has developed a
significant database of investors by providing free weekly
updates on internet stock recommendations, market outlook,
economic developments, and other financial information from
its staff of contributing editors.
I. Media Exposure
The Client will receive at no additional charge the
benefits of IBC's advertising expenditures which average
approximately $100,000 monthly with high profile web sites
such as MotleyFool.Com, Bloomberg.Com, Yahoo.Com, etc.
II. Interactive Business Channel Online Investor Relations
Campaign
1. Featured Public Company Web Site. IBC will develop,
host, and maintain Clients IBC Feature Public Company Web
Site at http://www.ibchannel.com which includes:
A. Hyperlink to Company's web site, company stock
quote, and chart.
B. Company Summary, Press Releases, Financials,
products, and contact information.
C. Online Investor package request form, requests are
automatically submitted to Client for fulfillment.
D. IBC will distribute two Internet Investment
Opinion's on featuring Client.
E. Client will be featured on IBC home page for a
period of six weeks.
2. Featured Public Company Marketing
A. Client will be featured in the IBC "Stock Line"
email Newsletter. Subscription information is located at:
http://www.ibchannel.com/stockline.shtml
B. Client will be introduced to various investment
communities via an electronic media advertising promotion in
accordance with several high profile financial
organizations.
C. IBC will assist Client in writing, editing, and
distributing press releases.
D. IBC will coordinate two Internet/traditional
conference calls utilizing Vcall.com for Client.
3. Featured Public Company Administration
A. IBC will update web site as needed.
B. IBC will forward email Leads to Client.
C. IBC will develop and maintain lead database.
4. Traditional Investor Relations Administration
A. Toll Free Customer Assistance - A toll free number
will be provided on all media for investors and brokers to
speak directly with an IBC representative.
B. IBC will notify its network of Stockbrokers, Money
Managers, Analysts, and Financial professionals of Clients
listing with IBC through various methods including phone
calls, faxes, and direct mail.
III. Compensation
IBC shall receive, upon execution of this Agreement, the
following:
500,000 shares of Client Common Stock, which shares shall be
valued at a price of $4.00 per share, or $2,000,000, in the
aggregate. Client shall cause 250,000 of such shares to be
registered pursuant to a Registration Statement on Form S-8
to be filed by Client as soon as is practicable following
the mutual execution of this Agreement. The remaining
250,000 shares of Client Common Stock to be issued to IBC
shall have no right of registration.
IBC represents and warrants to Client that the shares of
Client being acquired pursuant to the 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 of 1933, as
amended, or any state securities law and are "restricted
securities", as that term is defined in Rule 144 promulgated
by the SEC, and must be held indefinitely, unless they are
subsequently registered or an exemption from such
registration is available.
IBC represents and warrants that it has investigated Client,
its financial condition, business and prospects, and has had
the opportunity to ask questions of, and to receive answers
from, Client with respect thereto. IBC acknowledges that it
is aware that, historically, Client has been substantially
illiquid and is dependent upon its securing additional
capital with which to achieve the implementation of its full
plan of business.
IBC acknowledges that the share certificate or certificates
of Client 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(6) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE
STOCK MAY NOT BE TRANSFERRED WITHOUT REGISTRATION, EXCEPT IN
A TRANSACTION EXEMPT FROM SUCH REGISTRATION."
IV. Term of Agreement, Extensions and Renewals
This Consulting Agreement and IBC's obligation to continue
providing consulting services, as described herein, shall
remain in full force and effect for a period of five years
at which time the performance will be reviewed and
determined whether any extension shall be granted to this
Agreement.
V. Termination of Agreement by Client
Despite anything to the contrary contained in this Agreement
hereunder, Client may terminate this Agreement and IBC's
consulting arrangement if any of the following events occur:
1. Breach of IBC's Duties
Client can terminate this Agreement if in the judgment
of a third party, disinterested and duly elected Mediator,
IBC's actions or conduct would make it unreasonable to
require Client to retain IBC. Said Mediator shall have been
elected by mutual agreement of both Client and IBC. Such
acts include, but are not limited to, dishonesty, illegal
activities, activities harmful to the reputation of Client
and/or activities which create civil or criminal liability
for the Client.
2. Non-Disclosure of Confidential Information
In consideration for Client entering into this
Agreement, IBC agrees that the following items used in the
Client's business are secret, confidential, unique and
valuable, were developed by Client at great cost and over a
long period of time and disclosure of any of the items to
anyone other than IBC's officers, agents, or authorized
employees will cause Client irreparable injury.
A. Non public financial information, accounting
information, plans of operation, possible mergers or
acquisitions prior to the public announcement;
B. Customer lists, call lists, and other confidential
customer data;
C. Memoranda, notes, records concerning the technical
process conducted by Client;
D. Sketches, plans, drawings, and other confidential
research and development data.
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 IBC's
services and, upon the written request of Client, any
original documentation provided by Client will be returned
to it. IBC, including each of its affiliates, will not
directly or indirectly buy or sell the securities of Client
at any time when it or they are privy to material non-public
information.
IBC agrees that it will not disseminate any printed
matter relating to Client, including, without limitation,
press releases, without prior written approval of Client's
legal counsel.
VI. Due Diligence
Client shall supply and deliver to IBC all information
relating to its business, as may be reasonably requested by
IBC, to enable IBC to make such investigation of Client and
its business prospects. Client shall also make available to
IBC names, address, and telephone numbers, as IBC may need
to verify or substantiate any such information provided.
VII. Best Efforts Basis
IBC agrees that it will, at all times, faithfully and to the
best of its experience, ability and talents, perform all the
duties that may be required of and from IBC pursuant to the
terms of this Agreement. IBC does not guarantee that its
efforts will have any impact on Client's business or that
any subsequent financial improvement will result from IBC's
efforts.
VIII. Client's Right to Approve IBC's Actions
Client expressly retains the right to approve, in its sole
discretion, each and every transaction entered into by IBC
that involves Client as a party. IBC and Client mutually
agree that IBC is not authorized to enter into agreements on
behalf of Client.
IX. Costs and Expenses
Client shall be responsible for all out-of pocket expenses,
travel expenses, third party expenses, filing fees, copy and
mailing expenses that IBC may incur in performing under this
Agreement. However, Client shall not be responsible for the
payment of any such expenses that Client shall not have
approved in writing prior to such expenses having been
incurred by IBC.
X. Representations and Warranties of IBC
IBC hereby represents and warrants to Client that:
1. Prior Experience. IBC has extensive experience in the
areas of the services to be performed hereunder and has
performed the services contemplated by this Agreement for
others.
2. Information. No representation or warranty contained
herein, nor any statement in any document, certificate or
schedule furnished or to be furnished pursuant to this
Agreement by IBC, or in connection with the transaction
contemplated hereby, contains any untrue statement of
material fact.
XI. IBC is Not an Agent or Employee
IBC's obligations under this Agreement consist solely of the
Consulting Services described herein. In no event shall IBC
be considered to act as the agent of Client or otherwise
represent or bind Client. For purposes of this Agreement,
IBC is an independent contractor. All final decisions with
respect to acts of Client or its affiliates, whether or not
made pursuant to or in reliance on information or advice
furnished by IBC hereunder, shall be those of Client or such
affiliates and IBC shall under no circumstances be liable
for any expense incurred or loss suffered by a Client as a
consequence of such action or decisions.
XII. Miscellaneous
1. Authority. The execution and performance of this
Agreement has been duly authorized by all requisite
corporate action. This Agreement constitutes a valid and
binding obligation of the parties hereto.
2. Amendment. This Agreement may be amended or modified
at any time and in any manner but only by an instrument in
writing executed by the parties hereto.
3. Waiver. All the rights and remedies of either party
under this Agreement are cumulative and not exclusive of any
other rights and remedies provided bylaw. No delay or
failure on the part of either party in the exercise of any
right or remedy arising from a breach of this Agreement
shall operate as a waiver of any subsequent right or remedy
arising from a subsequent breach of this Agreement. The
consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other
act or occurrence.
4. Assignment. Neither party to this Agreement may
assign any right or obligation created hereby, without the
prior written consent of the other.
5. Notices. Any notice or other communication required
or permitted by this Agreement must be in writing and shall
be deemed to be properly given when delivered in person to
an officer of the other party, when deposited in the United
States mails for transmittal by certified or registered
mail, postage prepaid, or when deposited with a public
telegraph company for transmittal or when sent by facsimile
transmission, charges prepaid provided that the
communication is addressed:
In the case of Client to: In the case of IBC to:
Internet Media Corporation IBC
8748 Quarters Lake Road 19000 MacArthur Blvd., #880
Baton Rouge, LA 70809 Irvine, CA 92612
Attn: David M. Loflin Attn: Matthew Marcus
6. Headings and Captions. The headings of paragraphs are
included solely for convenience. If a conflict exists
between any heading and the text of this Agreement, the text
shall control.
7. Entire Agreement. This instrument and the exhibits to
this instrument contain the entire Agreement between the
parties with respect to the transaction contemplated by the
Agreement. It may be executed in any number of counterparts
but the aggregate of the counterparts together constitute
only one and the same instrument.
8. Effect of Partial Invalidity. In the event that any
one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of
this Agreement, but this Agreement shall be constructed as
if it never contained any such invalid, illegal or
unenforceable provisions.
9. Controlling Law. The validity, interpretation and
performance of this Agreement shall be controlled by and
construed under the laws of the State of California.
10. Arbitration. In the event of a dispute between the
parties arising out of this Agreement, both Consultant and
Client agree to submit such dispute to arbitration before
the American Arbitration Association (the "Association") at
the Association's Dallas, Texas, 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.
11. Time is of the Essence. Time is of the essence for
each and every provision hereof.
12. Counterparts. 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. Facsimile execution of counterparts shall be
deemed to constitute an original execution of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year written.
INTERACTIVE BUSINESS CHANNEL
By: /s/ Matthew Marcus
Matthew Marcus, President
INTERNET MEDIA CORPORATION
By: /s/ David M. Loflin
David M. Loflin, 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 9, 1999, relating to the
consolidated financial statements of Internet Media
Corporation and subsidiaries as of December 31, 1998 and
1997, and the related consolidated statement of operations,
changes in stockholders' equity and cash flows for the years
ended December 31, 1998, 1997 and 1996, and the period from
inception (December 28, 1995) to December 31, 1998, included
in the Annual Report on Form 10-KSB of Internet Media
Corporation, filed with the Securities and Exchange
Commission on April 19, 1999. 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
June 15, 1999
Exhibit 23.2
Consent of Newlan & Newlan
is included in the Opinion filed as Exhibit 5.1 hereto