As filed with the Securities and Exchange Commission on October 20, 1998
File No. 333-59213
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Worldwide Entertainment & Sports Corp.
(Exact name of Registrant as specified in its charter)
Delaware 22-3393152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
29 Northfield Avenue
West Orange, New Jersey 07052
(973) 325-3244
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Marc Roberts, President
Worldwide Entertainment & Sports Corp.
West Orange, New Jersey 07052
(973) 325-3244
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Craig S. Libson, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
Approximate date of proposed sale to the public: From time to time
after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
1
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
Common Stock,
$0.01 par value 2,528,250 $1.50 $3,792,375 $1,119(2)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low
sales prices of the Common Stock on The Nasdaq SmallCap Market on
October 15, 1998.
(2) Of such amount, $919 was previously paid.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
Subject to Completion October 20, 1998
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
2,528,250 Shares of
Common Stock
The 2,528,250 shares of common stock, par value $.01 per share (the
"Common Stock"), to which this Prospectus relates (the "Shares") are being
offered, from time to time, on behalf of and for the account of a certain
stockholders (the "Selling Stockholders") of Worldwide Entertainment & Sports
Corp. (the "Company") as identified herein under "Selling Stockholders." The
Shares are comprised of 995,000 shares underlying warrants which were issued in
1996 to the Selling Stockholders in a private placement and 1,533,250 shares
underlying options and warrants to purchase common stock granted by the Company
to the Selling Stockholders as consideration for services rendered to the
Company and as incentive compensation. The distribution of the Shares by the
Selling Stockholders, or by pledgees, donees, distributees, transferees or other
successors in interest, may be affected from time to time by underwriters who
may be selected by the Selling Stockholders and/or broker-dealers, in one or
more transactions (which may involve crosses and block transactions) on The
Nasdaq SmallCap Market or other over-the-counter markets or, in special
offerings, or secondary distributions pursuant to and in accordance with rules
of such over-the-counter markets, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. In connection with the
distributions of the Shares or otherwise, the Selling Stockholders may enter
into hedging or option transactions with broker-dealers and may sell Shares
short and deliver the Shares to close out such short positions. The Company has
agreed to indemnify the Selling Stockholders, underwriters who may be selected
by the Selling Stockholders and certain other persons against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). See "Selling Stockholders" and "Plan of Distribution."
These securities involve a high degree of risk. See page 8 for "Risk Factors."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Company has agreed to pay all expenses of registration in
connection with this offering but will not receive any of the proceeds from the
sale of the Shares being offered hereby. All brokerage commissions and other
similar expenses incurred by the Selling Stockholders will be borne by such
Selling Stockholders. The aggregate proceeds to the Selling Stockholders from
the sale of the Shares will be the purchase price of the Shares sold, less the
aggregate brokerage commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by the Company.
The Common Stock being offered hereby by the Selling Stockholders has
not been registered for sale under the securities laws of any state or
jurisdiction as of the date of this Prospectus. Brokers or dealers effecting
transactions in the Common Stock should confirm the registration thereof under
the securities law of the state in which such transactions occur, or the
existence of any exemption from registration.
The Common Stock is listed for trading on The Nasdaq SmallCap Market.
On October 19, 1998, the closing bid price of the Common Stock as reported by
The Nasdaq SmallCap Market was $1.75 per share.
1
The date of this Prospectus is October 20, 1998.
[The following language is located on the left margin of the first
page of preliminary prospectus]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
2
TABLE OF CONTENTS
AVAILABLE INFORMATION..................................4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........4
THE COMPANY............................................5
RISK FACTORS...........................................9
USE OF PROCEEDS.......................................11
SELLING STOCKHOLDERS..................................12
PLAN OF DISTRIBUTION..................................15
LEGAL MATTERS.........................................16
EXPERTS .............................................16
SIGNATURES............................................20
3
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus or
incorporated by reference to this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or by the Selling Stockholders. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. The delivery
of this Prospectus at any time does not imply that the information contained
herein is correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
therewith, the Company files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Regional Offices of the
Commission at 7 World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60621. Copies of such
material may be obtained from the Public Reference Section of the Commission at
prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or from the Commission's web site at http://www.sec.gov.
The Common Stock is traded on The Nasdaq SmallCap Market and reports and other
information concerning the Company may be inspected and copied at The Nasdaq
Stock Market, Inc. at 1735 K Street, N.W., Washington, DC 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which can be obtained from the
Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents filed by
the Company with the Commission (File No. 0-21585) under the Exchange Act:
(a) The Company's Annual Report on Form 10-KSB for its fiscal year
ended December 31, 1997;
(b) The Company's Current Report on Form 8-K filed by the
Company on January 15, 1998; and
(c) The Company's Registration Statement on Form 8-A filed by the
Company on October 18, 1996 for a description of the Common
Stock.
(d) The Company's Quarterly Reports on Form 10-QSB for its
quarterly periods ended March 31, 1998 and June 30, 1998.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Exchange Act subsequent hereto, but prior to
the termination of this offering, shall be deemed to be incorporated herein by
reference and to be a part hereof from their respective dates of filing. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement which also is or
is deemed to be incorporated by reference
4
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owners, to whom a copy of this Prospectus is delivered, upon the
written and oral request of any such person, a copy of any or all of the
documents referred to above which have been incorporated into this Prospectus by
reference (other than the exhibits to such documents). Requests for such copies
should be directed to Marc Roberts, President, Worldwide Entertainment & Sports
Corp., West Orange, New Jersey 07052; telephone number (973) 325-3244.
THE COMPANY
The Company was organized in August 1995 for the purposes of succeeding
to the boxing management operations conducted by various entities controlled by
Marc Roberts and to engage in management of, and to provide agency services to,
athletes in other sports and entertainers. In November 1995, the Company entered
into a management agreement with heavyweight prospect Shannon Briggs, and
acquired all of the assets and assumed all of the liabilities of Shannon Briggs
I, L.P., an entity controlled by Marc Roberts which had previously managed Mr.
Briggs. In 1995, the Company acquired Marc Roberts Boxing, Inc., Merciless
Management, Inc. and The Natural Management, Inc., entities owned by Marc
Roberts through which he managed Tracy Patterson, Ray Mercer and Charles Murray,
respectively. Such corporations, together with Marc Roberts Inc. and SB Champion
Management Inc., corporations also owned by Mr. Roberts, were subsequently
merged into the Company, and the Company entered into new management agreements
with these boxers. The business of managing the boxers is conducted through the
Boxing Division of the Company.
In January 1996, the Company established its Team Sports Division
through the formation of Worldwide Team Sports, Inc. ("WWTS"), initially
concentrating in the business of representing professional football players, and
employed a registered NFL contract advisor in connection therewith. In August
1996, for the purpose of providing agency, marketing and management services to
professional basketball players, the Company formed Worldwide Basketball
Management, Inc. ("WWBM". In March 1997, the Company established Worldwide
Football Management, Inc. ("WWFM"), as a separate subsidiary to continue to
provide agency, marketing and management services to professional football
players and hired an additional registered contract advisor to serve as its
president. The Company intends to establish additional divisions within its Team
Sports Division or create separate wholly-owned subsidiaries, which will
function as division of the Company, for each additional team sport into which
the Company expands its operations. The Company established two additional
divisions of WWTS -- the Worldwide Memorabilia Division ("WWMM"), in March 1998
for the purpose of the procuring, developing and consuming commercial
transactions involving sports and entertainment memorabilia, and the Worldwide
Marketing Division ("WWMD"), in 1997, for the purpose of developing commercial
and marketing opportunities for athletes and entertainers, including the
Company's clients. From its Memorabilia Division, the Company generates revenues
from sales of a catalog of professional football, baseball, basketball and
hockey memorabilia owned by the Company.
The Company's boxing division is under the direct supervision of Marc
Roberts, the Company's President. Mr. Roberts has over 19 years experience in
the management of professional boxers. The Company's boxers have engaged in over
90 professional bouts while under Mr. Roberts' management (including time
periods prior to the formation of WWES). In addition to the management of the
boxers identified below, the Company continually seeks to selectively identify
promising young boxers to solicit management opportunities.
The Company currently manages the following four professional boxers
pursuant to exclusive management contracts:
5
Raymond "Merciless Ray" Mercer was the 1988 Olympic heavyweight gold
medalist and has been boxing professionally since February 1989. Mr. Mercer was
formerly the WBO Heavyweight World Champion and the IBF Intercontinental
Champion. Mr. Mercer lost to Lennox Lewis in May 1996, and won in October 1996
against Tim Whitherspoon. Mr. Mercer did not engage in any bouts in 1997 as a
result of a neck injury and subsequent recovery from corrective surgery. Mr.
Mercer has resumed his boxing schedule in 1998.
Shannon Briggs has been boxing professionally since July 1992. Mr. Briggs
fought three times during 1996. He was victorious against Tim Ray and Eric
French, and lost to Darroll Wilson. Mr. Briggs fought four times in 1997,
winning all four matches. Mr. Briggs won by knockout against Eric French and
Melton Bowen in February and April, respectively. In June, Mr. Briggs won with a
TKO over Jorge Valdes. In November of 1997, Mr. Briggs won a 12 round majority
decision against George Foreman. In March 1998, Mr. Briggs lost a title bout
with Lennox Lewis, the WBC Heavyweight Champion. In April 1998, Mr. Briggs
renewed his management agreement for a five year term.
Danell Nicholson was a heavyweight on the 1992 U.S.A. Olympic team. Mr.
Nicholson lost a decision to the gold medalist Felix Savogne at the 1992
Olympics. After the 1992 Olympics Mr. Nicholson turned professional and has
since amassed a record of 29 wins, with 23 by knockout, and 3 losses. Mr.
Nicholson has won 6 consecutive bouts, the most recent victory a first round KO
in Madison Square Garden in September 1998, coming under the Company's
management. The Company's management agreement with Mr. Nicholson, signed in
December 1997, expires in December 1999, at which time the Company has the
exclusive irrevocable option, but not the obligation, to extend the term of the
management agreement for an additional 24 month period.
Charles "The Natural" Murray has been boxing professionally since March
1989. Mr. Murray formerly held the North American Boxing Federation (a lesser
sanctioning body) Junior Welterweight Championship and until 1997, was ranked in
the top ten by each of the WBC, IBF and WBA. Mr. Murray previously held the IBF
Junior Welterweight World Championship. Mr. Murray won his most recent bout on
October 1, 1998.
Each of these boxers has entered into a management agreement with the
Company pursuant to which the Company will supervise and direct the boxer's
training activities, negotiate business opportunities on behalf of the boxer and
oversee all marketing and promotional activities regarding the boxer. The
Company negotiates with promoters on behalf of its boxers to determine which
bouts each boxer will engage in and the terms of the purses to be paid for such
bouts. In exchange for providing such services, the Company retains a percentage
of the purses from all professional boxing contests and exhibitions and all
fees, honoraria or other compensation payable to the boxer for product
endorsements, speaking engagements, personal appearances or other commercial
performances. An amount equal to up to 10% each of the purses as well as all
fees, honoraria or other compensation payable to the boxer is generally paid by
the boxer to his trainer. The balance of the purse is retained by the boxer.
Unless otherwise stated, the initial term of each of the management
contracts is for five years expiring in 2001 or late 2000. Although the
Company's management contracts are not subject to cancellation by the boxers,
there can be no assurance that such individuals will honor their contractual
obligations.
In April 1997, the Company entered into a promotional contract with Alex
Trujillo. Mr Trujillo turned professional in 1996. Mr. Trujillo is a
lightweight, with a record of 12-0, who competed in 8 bouts in 1997. Mr.
Trujillo's promotional contract expires in 2001.
The Company has recently entered into an agreement with Jesse Ferguson
and his manager, pursuant to which the Company has the right to receive a fixed
percentage of the gross purse of any bout in which Mr. Ferguson engages. The
underlying contract between Mr. Ferguson and his manager expires in October
2000, with the manager having the ability to renew the contract, at his sole
discretion, for two successive 12 month periods.
6
In July 1998, the Company entered into a Management Agreement to act as
a Co-Manager for young heavyweight Grant Cudjoe. Pursuant to such agreement, the
Company is entitled to receive 16 2/3% of all purse income generated by Mr.
Cudjoe's professional fights through 2003. Mr. Cudjoe won his first professional
fight in September 1998.
In January 1996, the Company established its involvement in the
representation of professional football players through WWTS and employed a
registered NFL contract advisor in connection therewith. In March 1997 the
Company hired a second registered contract advisor and established WWFM as a
separate, wholly-owned subsidiary for the purpose of continuing to provide
player agent services to professional football players, including, but not
limited to, contract negotiation, professional and personal advisory services,
and the identification and exploitation of endorsement and marketing
opportunities. WWFM intends to seek to identify and establish relationships
primarily with those athletes whose athletic abilities and personal attributes
make them, in the opinion of WWFM's management, most likely to realize the
maximum financial benefit from their athletic careers under WWFM's direction.
During the 1997-1998 NFL Season, the Company represented 20 NFL players,
including, among others, Antonio Freeman, Antonio London, O.J. McDuffie and
Rickey Dudley. The Company expects that its Agents will sign to player
representation contracts several players projected to be National Football
League draft picks.
The Company intends to further develop its football player agency
business through additions to WWFM's existing professional football player
clientele and through the hiring of additional Agents with existing football
agency businesses. The Company's success in the football agency arena will
depend on its ability to acquire existing sports agency practices, attract and
retain the services of football industry professionals, and in turn, on the
ability of those professionals to undertake the representation of successful
professional athletes and to maintain such relationships for a substantial
period of time. The NFL Collective Bargaining Agreement prohibits an
organization from serving as a player's Agent, and therefore the Company's
football agency business growth will be dependent upon its ability to retain and
maintain the services, as employees or consultants, of Agents who are willing to
assign the commissions generated thereby to the Company in exchange for a
salary, stock and other compensation.
In August 1996, the Company formed WWBM for the purpose of providing
player agent services to professional basketball players, including, but not
limited to, contract negotiation, professional and personal advisory services,
and the identification and exploitation of endorsement and marketing
opportunities. WWBM intends to seek to identify and establish relationships
primarily with those athletes whose athletic abilities and personal attributes
make them, in the opinion of WWBM's management, most likely to realize the
maximum financial benefit from their athletic careers under WWBM's direction.
The Company currently exclusively represents four National Basketball
Association ("NBA") players.
NBA player agents are certified by the National Basketball Players
Association ("NBPA") and are regulated by the terms of the Regulations Governing
Player Agents. By regulation, a player agent must be an individual and not a
corporation or other entity. Although the maximum fees which an Agent can charge
or collect is 4% of a player's compensation from the team. An Agent may also
receive a greater percentage, often 15% to 20%, of a player's compensation from
endorsements and other sources of income.
In August 1998, the Company and its NBA agents severed their
relationship. None of the current employees of the Company are NBA registered
agents. Two of the Company's employees, each registered NFL agents, are seeking
registration with the NBA as agents, however, there can be no assurance they
will obtain such registration or be successful in attracting professional
basketball players as clients. The WWTS Marketing Division caters to the
development of commercial and marketing opportunities for athletes and
entertainers, including the Company's clients. The Marketing Division seeks to
generate opportunities for non-sport exploitation of all of the Company's
clients' names and personalities by focusing on the lucrative merchandising,
endorsement, public appearance and licensing opportunities available to today's
better known athletes. For these efforts, the Company receives a percentage of
any revenues generated by these opportunities as a commission, customarily
ranging from 10% and 20%. The Marketing Division
7
also endeavors to arrange marketing opportunities and public appearances for the
athletes of other agencies, in which event the Company customarily shares up to
50% of the commission generated. The Marketing Division exclusively represents
the Company's athletes, the NASCAR racing teams of LAR Motorsports and Brewco
Motorsport, and Kevin and Brian Delaney, professional snowboarders.
In March 1998, for the purpose of promoting and marketing sports and
entertainment memorabilia the Company established the Worldwide Memorabilia
Division of WWTS. The Company has exclusive rights to market a sports
memorabilia catalogs. In addition, the Company is seeking to accumulate a
catalog of professional football, baseball, basketball and hockey memorabilia.
The catalog includes autographed athletic attire, sport trading cards and sports
paraphernalia used by prominent athletes. The Company will seek to sell these
catalog items and other acquired memorabilia through various mediums including,
trade shows, mail order and retail sales. To date, revenues from operations have
been limited.
8
RISK FACTORS
Operating Losses
The Company has continued to incur losses since inception and is likely
to continue to incur losses until such time, if ever, as one or more of the
Company's boxers receives bout purses large enough at least to offset the
Company's operating costs or the Company generates significantly increased
revenues from its agency, marketing or memorabilia businesses. The Company's net
losses for the year ending December 31, 1997 was $3,184,957; an increase from
losses of $2,150,198 in 1996. As of December 31, 1997, the Company had an
accumulated deficit of approximately $6.2 million. For the six months ended June
30, 1998, the Company incurred an operating loss of approximately $1.6 million.
There can be no assurance that the Company's future operations will be
profitable. The likelihood of the success of the Company must be considered in
light of the difficulties and risks inherent in the creation and development of
businesses which are dependent upon the athletic and artistic performance of
individuals and upon the level of popularity attained by such individuals with
the general public. There can be no assurance that the Company's boxers'
earnings will increase significantly, that the Company will attract a sufficient
number of additional professional athletes, or that the Company will be able to
commercially exploit those currently under contract, such that the Company will
ever achieve profitable operations.
Need for Additional Clients; Amount of Experience and Personnel
The success of the Company will depend on the ability of the Company to
attract and develop promising new boxing talent and to expand its agency,
marketing and memorabilia operations so as to represent both a substantially
greater number of athletes and a larger percentage of athletes with
significantly greater earning and marketing potential. The Company's boxing
business relies primarily on 7 fighters. The athletic careers of professional
fighters tend to be short and the Company must continuously look to augment its
stable of fighters to increase revenues from boxing. The management of WWTS, on
the whole, has less experience in operating a sports marketing company than many
of its competitors, and the success of the business will depend in large part on
its ability to establish WWTS as an effective sports marketing company. If such
development fails to generate sufficient revenue, the Company may have to seek
additional employees with more substantial experience. In addition, the Company
anticipates that in order to attract an adequate number and caliber of
professional athletes, the Company will need to enter into employment or
consulting agreements with additional registered agents who have existing
representation agreements with professional athletes and who have experience
negotiating such agreements. WWMM has had limited operations to date and its
success will be dependent upon its ability to acquire and sell inventory and
maintain profitable margins on the sale of its memorabilia. There can be no
assurance that the Company will be able to attract the quantity or caliber of
agents and/or professional athletes necessary to achieve and sustain profitable
operations. In addition, there can be no assurance that professional athletes
who are currently, or who may in the future be, under management or
representation contracts with the Company, will continue to engage in
professional sports through the term of their contracts or will renew such
contracts upon their expiration. The Company will need to incur significant
promotional, marketing, travel and entertainment expenses in the recruitment of
professional team sports athletes without any guarantee that the targeted
athletes will enter into representation agreements with the Company.
Dependence Upon Athletes
Because a high percentage of the Company's a revenues are derived from
a specified percentage of the income generated by the Company's clients and
events, both the amount of the Company's revenues and the likelihood that the
Company will continue to receive revenues is dependent upon the professional
success of athletes, and the continued popularity of professional sports. The
income levels of the Company's potential clients, both boxers and team sport
athletes, and therefore the revenues of the Company, can be subject to wide
fluctuations, in most cases due to circumstances beyond the control of the
Company.
9
Dependence Upon Chief Executive Officer and Others
The Company is highly dependent on Marc Roberts, the Company's
President and Chief Executive Officer. Mr. Roberts is the only executive officer
of the Company who has had prior experience in managing professional boxers. Due
to the personal nature of boxer-management relationships, there is a limit on
the number of boxers who can be effectively managed by Mr. Roberts. The number
of boxers which Mr. Roberts can effectively manage may vary, depending upon the
stage of the boxers' careers, their level of bout frequency and their success.
Although the Company has entered into a five-year employment agreement with Mr.
Roberts, and has obtained a $2,000,000 key person life insurance policy on Mr.
Roberts' life, the loss of the services of Mr. Roberts would likely have a
material adverse effect on the Company's business. Because a corporation cannot
be a signatory as a player's representative in either NFL or NBA player
representation agreements, the Company is expected to be dependent upon
retaining its relationships with the registered agents employed by the Company
to sustain the Company's relationships with the team sports athletes. The
Employment Agreements between the Company and each of Eric Rudolph, Mike Goodson
and Joel Segal provide for a sharing of agency fees generated by them in the
event of a termination of their employment.
Competition
The Company's various businesses each face significant competition in
obtaining and maintaining management relationships with athletes. While the
sports agency market is comprised of numerous registered agents and business
managers, the industry is dominated by a small number of agencies which manage
the more successful and marketable athletes. A great many of these agencies have
significantly greater financial and personnel resources and recognition in the
industry than the Company. There can be no assurance that the Company will be
able to compete effectively in these markets. In addition, the Company's clients
face intense competition in achieving success and recognition in their
respective sports. There can be no assurance that any of the Company's clients
will achieve or sustain success or realize the financial rewards thereof.
Volatility of Market Price of Common Stock
The average daily trading volume of the Common Stock has generally been
low, which the Company believes has had a significant effect on the historical
market price of the Common Stock ranging from $1 to $7. As a result, such market
price has been highly volatile and may not be indicative of the market price in
a more liquid market. The market price of the Common Stock could be subject to
significant fluctuations in response to a number of factors, including the depth
and liquidity of the market for the Common Stock, investor perception of the
Company and general economic and other conditions, which may or may not relate
to the Company's performance. See "Securities Market Factors."
Control by Officers and Directors
The Company's executive officers and directors beneficially own
approximately 43% of the outstanding Common Stock of the Company. Consequently,
the Company's executive officers and directors will have substantial influence
on the outcome of any matters submitted to the Company's stockholders for
approval, including the election of directors.
Dividend Policy
The Company has not paid dividends on the Common Stock since its
inception. The Company intends to reinvest any earnings in its business to
finance future growth. Accordingly, the Board of Directors does not anticipate
declaring any cash dividends in the foreseeable future.
Effect of Outstanding Exercisable Securities.
As of September 30, 1998, the Company had currently exercisable
outstanding options to purchase an aggregate of 2,273,500 shares of Common Stock
at exercise prices from $1.50 to $2.875 per share and warrants to purchase up to
an aggregate of 995,000 shares of Common Stock at $7.20 per share and a warrant
to purchase 31,000 shares of
10
Common Stock at $2.25 per share. This includes options and warrants granted to
various directors, officers, employees and consultants. The shares of Common
Stock which are offered hereby represent the shares which may be acquired upon
exercise of such securities with the exception of options offered pursuant to
the Company's 1996 Stock Option Plan.
Pursuant to the respective terms of the Company's outstanding derivative
securities, the holders thereof may be able to purchase shares of Common Stock
at prices substantially below the then-current market price of the Company's
Common Stock with a resultant dilution in the interests of the existing
stockholders. In addition, the exercise of outstanding derivative securities and
the subsequent public sales of Common Stock by holders of such securities
pursuant to this Prospectus or another registration statement effected at their
demand, under Rule 144 or otherwise, could have an adverse effect upon the
market for and price of the Company's securities.
Securities Market Factors
In recent years, the securities markets have experienced a high level of
volume volatility and market prices for many companies, particularly small and
emerging growth companies, have been subject to wide fluctuations in response to
quarterly variations in operating results. The securities of many of these
companies have experienced wide price fluctuations, which in many cases were
unrelated to the operating performance of, or announcements concerning, the
issuers of the affected stock. Factors such as announcements by the Company or
its competitors concerning innovations, new clients or procedures, government
regulations and developments or disputes relating to proprietary rights may have
a significant impact on the market for the Company's securities. General market
price declines or market volatility in the future could adversely affect the
future price of the Company's securities.
No Assurance of Continued Nasdaq Quotation
The Board of Governors of the National Association of Securities Dealers,
Inc., has established certain standards for the continued quotation of a
security on Nasdaq. These maintenance standards would require the Company inter
alia to have either: (i) $2,000,000 net tangible assets or (ii) market
capitalization of $35,000,000 or $500,000 of net revenue in latest fiscal year
or two of its last three fiscal years. The Company would also have to have a
public float of at least 500,000 shares. As of December 31, 1997, the Company's
net tangible assets, as calculated for such criteria was $2,500,025. Unless the
Company generates sufficient income from operations, it will be dependent upon
the proceeds of additional public or private offerings to meet such standards.
In addition, Nasdaq may delist the Common Stock of the Company if it finds doing
so to be in the public's interest or if the minimum bid price for the listed
securities falls below $1.00 per shares for 10 consecutive days.
There can be no assurance that the Company will continue to satisfy the
requirements for maintaining a Nasdaq quotation. If the Company's Common Stock
were to be excluded from Nasdaq, it would adversely affect the price of such
securities and the ability of holder to sell them, and the Company would be
required to comply with the initial listing requirements of Nasdaq to be
relisted on Nasdaq.
USE OF PROCEEDS
The Shares of Common Stock being offered hereby are for the account of the
Selling Stockholders. Accordingly, the Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders. See "Selling
Stockholders."
11
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to Selling
Stockholders. The number of Shares that may actually be sold by the Selling
Stockholders will be determined by the Selling Stockholders, and may depend upon
a number of factors, including, among other things, the market price of the
Common Stock. The table below sets forth information as of September 30, 1998,
concerning the beneficial ownership of Common Stock of the Selling Stockholders.
All information concerning beneficial ownership has been furnished by the
Selling Stockholders.
Shares of Common Shares of Common Shares of Common
Stock Owned Stock Offered Stock Owned
Before Offering In the Offering After Offering
Name of Stockholders Number Number Number Percent
(1)(2) (3) (3)(4)
Frank Duchon 12,500 12,500(5)
Howard J. and Barbara Trinker 12,500 12,500(5)
Gary Rein 12,500 12,500(5)
Vincent Fogliano 12,500 12,500(5)
Eugene D. Crittenden, Jr. 25,000 25,000(5)
Marc Eisner and Billie Eisner 12,500 12,500(5)
Andrew Constantine II 12,500 12,500(5)
Barret L. Silver 12,500 12,500(5)
Russell J. Weisman 10,417 6,250(5) 4,167
Douglas C. Wilkins 12,500 12,500(5)
Phil Lifschitz 25,000 25,000(5)
Steven Dapuzzo 12,500 12,500(5)
Robert Schultz 6,250 6,250(5)
David Shapiro 12,500 12,500(5)
Gary Wood 37,500 12,500(5) 25,000
Lawrence Lewis 6,250 6,250(5)
David Meyrowitz 12,500 12,500(5)
Harry Danz 12,500 12,500(5)
Bruce Sussman 12,500 12,500(5)
William Marcus 25,000 12,500(5)
Ann and Linda Silver 12,500 12,500(5)
Robert Rosenberg 6,250 6,250(5)
Stuart Goldman 12,500 12,500(5)
Manhattan Group 25,000 25,000(5)
Andrew Holder 29,166 12,500(5) 16,666
Bernard Weiss 6,250 6,250(5)
Dr. Joseph Ferrante III 6,250 6,250(5)
Michael Lamoretti 6,250 6,250(5)
Paul Profeta 25,000 25,000(5)
Thomas and Easter Parks 62,500 12,500(5) 50,000
Eugene Silverman 18,750 18,750(5)
Peggy Garjian and Kenneth
Santiamo 37,500 37,500(5)
Barbara Zimmer 12,500 12,500(5)
Bonnie Grossman 12,500 12,500(5)
Irving and Annie Freedberg 18,500 12,500(5) 6,000
Michael Cantor 50,000 50,000(5)
12
The Momentum Enterprises Inc.
Money Purchase Trust 25,000 25,000(5)
Gary Nassau and Martin Katz 12,500 12,500(5)
Bruce Lipnick 6,250 6,250(5)
Isaac Dweck 50,000 50,000(5)
Bruce Fischer 25,000 25,000(5)
Jeffrey Fischer 25,000 25,000(5)
Peter Roselle 36,111 25,000(5) 11,111
Howard Kessler 36,666 7,500(5) 29,166
Renaissance Associates 12,500 12,500(5)
Nelson Garjian 12,500 12,500(5)
Danielle and Nicole Mongelli 12,500 12,500(5)
Richard Garjian 25,000 25,000(5)
Vasant Chmeda 25,000 25,000(5)
John Casey 6,250 6,250(5)
John Dichiara 25,000 25,000(5)
Michael Friedlander 12,500 12,500(5)
Ira Stern 12,500 12,500(5)
Richard Buchaniec 12,500 12,500(5)
Morris Wolfson Family
Limited Partnership 50,000 50,000(5)
Kayasan S.A. 25,000 25,000(5)
Robert J. Miller(13) 3,000 3,000(6)
Marc Powers(13) 3,000 1,500(6) 1,500
Daniel J. Zanini 1,900 750(6) 1,150
Michael D. DiGiovanna(13) 3,000 1,500(6) 1,500
Arthur H. Brown(13) 3,000 1,500(6) 1,500
Aaron Schmulewitz(13) 2,500 2,500(6)
William M. Bagliebter(13) 5,000 3,750(6) 1,250
William R. Griffith(13) 9,000 4,750(6) 4,250
Parker Duryee Rosoff & Haft 65,000 65,000(7)
Jeff Langendorf 15,000 15,000(8)
Michael Schiff 50,000 50,000(8)
Peter Zeiring 2,500 2,500(8)
Gary Scharf 17,500 17,500(8)
Arthur Nudleman 2,500 2,500(8)
Johnny Newman 25,000 25,000(8)
Shannon Briggs 83,334 50,000(8) 33,334
Gary Hollander 122,334 50,000(8) 72,334 1.0
Ryan Schinman(12) 175,000 100,000 75,000 1.1
Roy Roberts(12) 183,334 60,000(8) 123,334 1.7
Herbert Kozlov(10) 464,000 75,000(8) 389,000 5.4
Dan Drykerman(11) 175,000 75,000(8) 100,000 1.4
Harvey Silverman(11) 212,334 75,000(8) 137,334 1.8
Allan Cohen(11) 176,667 75,000(8) 76,667 1.1
Allan Weingarten(12) 50,000 20,000(8) 30,000
Craig Libson(13) 72,000 50,000(8) 22,000
Winthrop Advisory Services Corp. 31,000 31,000(8)
Joel Segal(12) 200,000 200,000(8)
John D'Angelo(12) 200,000 200,000(8)
Gary Azarian 2,000 2,000(8)
Sharon Valez 10,000 10,000(8)
Todd Goldenberg 7,500 7,500
13
Gary Wood 10,000 10,000(8)
Steven Taub 5,000 5,000(8)
Todd Mury 50,000 50,000(8)
Sam Hampton(12) 4,000 1,000(8) 3,000
Michael Buffer 2,000 2,000(8)
Keith Booker(12) 150,000 150,000(8)
Peter Seligman 1,000 1,000(8)
Scott Moranda 1,000 1,000(8)
Erica June(12) 5,667 1,000(8) 4,667
Victor Baker 25,000 25,000(8)
Lenny Katz 5,000 5,000(8)
(1) Figures in the column include all shares which may be acquired upon the
exercise of options and warrants.
(2) Such figures represent holdings known to the Company based solely on a
review of record ownership as provided by American Stock Transfer & Trust
Company, the Company's transfer agent.
(3) The figure stated in this column will assume the sale of all of the
Shares offered by the Selling Stockholders.
(4) Unless indicated the percentage owned by the Selling Stockholder after
the offering is less than one percent of the outstanding Common Stock.
(5) Represents shares which may be issued upon the exercise of warrants
issued prior to the Company's initial public offering, which are exercisable at
$7.20.
(6) Represents shares which may be issued upon the exercise of warrants
which are exercisable at $6.00.
(7) Parker Duryee Rosoff & Haft is general counsel to the Company.
(8) Represents shares or warrants which may be issued upon exercise of such
securities granted by the Company.
(9) Selling Stockholder is the Chief Financial Officer and a Director of
the Company.
(10) Selling Stockholder is the Secretary, and a Director of the Company
and a member of the law firm which is general counsel to the Company.
(11) Selling Stockholder is a Director of the Company.
(12) Selling Stockholder is an employee or consultant to the Company.
(13) Selling Stockholder is a member of the law firm which is general
counsel to the Company.
The Selling Stockholders identified above may have sold, transferred or
otherwise disposed of all or a portion of their Shares since the date on which
they provided the information regarding their Common Stock in transactions
exempt from the registration requirements of the Securities Act. Additional
information concerning the above listed Selling Stockholders may be set forth
from time to time in prospectus supplements to this Prospectus. See "Plan of
Distribution."
14
PLAN OF DISTRIBUTION
Sales of the Shares may be made from time to time by the Selling
Stockholders, or, subject to applicable law, by pledgees, donees, distributees,
transferees or other successors in interest. Such sales may be made on The
Nasdaq SmallCap Market, in another over-the-counter market, on a national
securities exchange (any of which may involve crosses and block transactions),
in privately negotiated transactions or otherwise or in a combination of such
transactions at prices and at terms then prevailing or at prices related to the
then current market price, or at privately negotiated prices. In addition, any
Shares covered by this Prospectus which qualify for sale pursuant to Section
4(1) of the Securities Act or Rule 144 promulgated thereunder may be sold under
such provisions rather than pursuant to this Prospectus. Without limiting the
generality of the foregoing, the Shares may be sold in one or more of the
following types of transactions: (a) a block trade in which the broker-dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate in the resales.
In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares registered hereunder in the course of hedging the positions they
assume with the Selling Stockholders. The Selling Stockholders may also sell
Shares short and deliver the Shares to close out such short positions. The
Selling Stockholders may also enter into other transactions with broker-dealers
which require the delivery to the broker-dealer of the Shares registered
hereunder, which the broker-dealer may resell pursuant to this Prospectus. The
Selling Stockholders may also pledge the Shares registered hereunder to a broker
or dealer and upon a default, the broker or dealer may effect sales of the
pledged Shares pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders in amounts to be
negotiated in connection with the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
Information as to whether underwriters who may be selected by the
Selling Stockholders, or any other broker-dealer, are acting as a principal or
an agent for the Selling Stockholders, the compensation to be received by
underwriters who may be selected by the Selling Stockholders, or any
broker-dealer, acting as principal or agent for the Selling Stockholders and the
compensation to be received by other broker-dealers, in the event the
compensation of such other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
Prospectus (the "Prospectus Supplement"). Any dealer or broker participating in
any distribution of the Shares may be required to deliver a copy of this
Prospectus, including the Prospectus Supplement, if any, to any person who
purchases any of the Shares from or through such dealer or broker.
The Company has advised the Selling Stockholders that during such time
as they may be engaged in a distribution of the Shares included herein they are
required to comply with Regulation M promulgated under the Exchange Act. In
general, Regulation M precludes the Selling Shareholders, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. A "distribution" is defined in the
rules as an offering of securities that is distinguished from ordinary trading
activities and depends on the "magnitude of the offering and the presence of
special selling efforts and selling methods." Regulation M also prohibits any
bids or purchases made in order to stabilize the price of a security in
connection with the distribution of that security.
15
It is anticipated that the Selling Stockholders will offer all of the
Shares for sale. Further, because it is possible that a significant number of
Shares could be sold at the same time hereunder, such sales, or the possibility
thereof, may have a depressive effect on the market price of the Company's
Common Stock.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Parker Duryee Rosoff & Haft, New
York, New York 10017. Herbert F. Kozlov, a member of Parker Duryee Rosoff &
Haft, is a Director and Secretary of the Company and Selling Stockholder. In
addition, eight of the Selling Stockholders are members of Parker Duryee Rosoff
& Haft.
EXPERTS
The consolidated financial statements of Worldwide Entertainment &
Sports Corp. and subsidiaries included in the Company's annual report on Form
10-KSB for the year ended December 31, 1997 incorporated herein by reference
have been audited by Friedman Alpren & Green LLP and for the year ended December
31, 1996 have been audited by Rosenberg Rich Baker Berman & Company, independent
auditors, as indicated in their reports with respect thereto, and are
incorporated herein by reference in reliance upon the report of said firms given
upon their authority as experts in accounting and auditing.
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the Company's estimates of the expenses
to be incurred by it in connection with the Common Stock being offered hereby:
SEC Registration Fee....................$ 1,119
Legal fees and expenses..................10,000*
_______
$11,119
* Denotes estimated
Item 15. Indemnification of Directors and Officers.
The following states the general effect of all statutes, charter
provisions, by-laws, contracts or other arrangement under which any controlling
person, director or officer of the Company is insured or indemnified in any
manner against liability which he may incur in his capacity as such:
Article SIXTH of the Certificate of Incorporation of the Company
provides, in pertinent part:
(5) The Corporation shall, to the full extent permitted by Section 145
of the Delaware General Corporation Law, as amended, from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
(6) A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the directors
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
(7) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and provided, however, that, except as provided in
paragraph (7) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such
17
proceeding (or part thereof) was authorized by the board of directors of the
Corporation. The right to indemnification conferred in this Article SIXTH shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article SIXTH
or otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.
(8) If a claim under paragraph (6) of the Article SIXTH is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expenses of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard or conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
(9) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Article SIXTH shall not be exclusive or any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law; agreement, vote of stockholders or disinterested
directors or otherwise.
(10) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another Corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
The Company's amended and restated By-Laws provides, in pertinent part:
ARTICLE IV. INDEMNIFICATION. Each director or officer who the
Corporation is empowered to indemnity pursuant to the General Corporation Law
(or any applicable law at the time in effect) shall be indemnified by the
Corporation to the full extent permitted thereby. The foregoing right of
indemnification shall not be deemed to be exclusive of any other such rights to
which those directors and officers seeking indemnification from the Corporation
may be entitled, including, but not limited to, any rights of indemnification to
which they may be entitled pursuant to any agreement, insurance policy, other
by-law or charter provision, vote of shareholders or directors, or otherwise. No
repeal of amendment of this Article IV shall adversely affect any rights of any
person pursuant to this Article IV which existed at the time of such repeal or
amendment with respect to acts or omissions occurring prior to such repeal or
amendment.
18
Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Number Description of Exhibit
5.01 -- Opinion of Parker Duryee Rosoff & Haft
23.01 -- Consent of Friedman Alpren & Green LLP
23.02 -- Consent of Rosenberg Rich Baker Berman & Company
23.03 -- Consent of Parker Duryee Rosoff & Haft
(included in Exhibit 5.01 hereof)
24.01* -- Power of attorney (included in the signature page
of Part II of this Registration Statement)
* Denotes previously filed.
Item 17. Undertakings.
The undersigned Company 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, as amended (the "Securities 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.
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in the 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.
(5) To include any additional or changed material information on the
plan of distribution.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to Item 15 of Part II of the Registration Statement, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 Securities
Act and will be governed by the final adjudication of such issue.
19
SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on October 20, 1998.
Worldwide Entertainment & Sports Corp.
By: /s/Marc Roberts
Marc Roberts, Chief Executive Officer
Signature Title Date
/s/Marc Roberts Chief Executive Officer, October 20, 1998
- --------------------
Mark Roberts President and Director
* Chief Financial Officer October 20, 1998
- --------------------
Roy Roberts and Director
* Director October 20, 1998
- --------------------
Allan Cohen
* Director and Secretary October 20, 1998
- --------------------
Herbert F. Kozlov
* Director October 20, 1998
- --------------------
Harvey Silverman
* Director October 20, 1998
- --------------------
Dan Drykerman
*Denotes Marc Roberts, Attorney-in-fact
20
EXHIBIT 5.01
October 20, 1998
Worldwide Entertainment & Sports Corp.
29 Northfield Avenue
West Orange, New Jersey 07052
Re: Registration Statement on Form S-3 under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to Worldwide Entertainment & Sports Corp., a
Delaware corporation (the "Company"), we have been asked to render this opinion
in connection with a Registration Statement on Form S-3, being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 2,528,250 of Common Stock, $0.01 par value
(the "Common Stock"), which have been included in the Registration Statement as
Selling Stockholders.
The Shares are comprised of 995,000 shares underlying warrant (the
"Warrant Shares"), which were issued to the Selling Stockholders in a private
placement and 1,533,250 shares underlying options and warrants (the "Option
Shares") to purchase common stock granted in private issuances.
In that connection, we have examined the Certificate of Incorporation
and the By-Laws of the Company, both as amended to date, the Registration
Statement, corporate proceedings of the Company relating to the issuance of the
Common Stock and such other instruments and documents as we have deemed relevant
under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the company to date in connection with the issuance of the
Issued Shares, Debenture Shares and the Warrant Shares.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Option Shares, when duly issued upon conversion of the options
and warrants, and the Warrant Shares, when duly issued upon exercise of the
warrants, will be duly and validly authorized and fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT PC
21
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Amendment
No. 1 to Registration Statement on Form S-3 of our report dated February 19,
1998, included in the annual report on Form 10-KSB of the Worldwide
Entertainment & Sports Corp. for the year ended December 31, 1997 and to the
reference to our firm under the caption "Experts" in the prospectus.
Friedman Alpren & Green LLP
New York, New York
October 20, 1998
22
EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Amendment
No. 1 to Registration Statement on Form S-3 of our report dated February 18,
1997, included in the annual report on Form 10-KSB of the Worldwide
Entertainment & Sports Corp. for the year ended December 31, 1996 and to the
reference to our firm under the caption "Experts" in the prospectus.
Rosenberg Rich Baker Berman & Company
Maplewood, New Jersey
October 20, 1998