As filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 002-97360-A
FORM S-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIGHT MANAGEMENT GROUP, INC.
FORMALLY KNOWN AS: TRITON ACQUISITION CORP.
(Name of small business issuer in its charter)
3060 Mainway Drive, Suite 301, Burlington, Ontario, Canada L7M1A3;
Telephone (905) 319-1111
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
CSC Services of Nevada, Inc.
502 East John Street
Carson City, NV 89706
(779) 882-3072
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered (1) per unit (12) offering price fee
Common shares 500,000 $1.00 US $500,750 US $132.00
(1) This Registration Statement relates to the securities of
the Registrant to be issued to the shareholders of Light
Management Group, Inc. (Light) and Exclusive Advertising, Inc.
(Exclusive), pursuant to an Agreement dated March 24, 2000.
(2) Estimated solely for purposes of calculating the registration
fee. 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.
LIGHT MANAGEMENT GROUP, INC.
CROSS REFERENCE SHEET
(Showing Location in the Prospectus/Proxy of Information
Required by Items 1 through 19, Part I, of Form S-4)
Item in Form S-4 Prospectus/Proxy Caption
1. Front of Registration Statement and
Outside Front Cover of Prospectus
Facing Page of Registration Statement;
Outside Front Page of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus
Inside Front Cover Page of Prospectus;
Outside Back Page of Prospectus
3. Summary Information and Risk Factors
Prospectus Summary; Risk Factors
4. Terms of Transaction
Prospectus Summary. The Merger; The
Transaction; Tax Consequences
5. Pro Forma Financial Information
Pro Forma Financial Information
6. Material Contacts with Company Being
Acquired
Management; Certain Transaction
7. Re-offering by Persons deemed
Underwriters
Shares Eligible for Future Sale
8. Interest of Named Experts and Counsel
Experts; Legal Matters
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities
Indemnification of Directors and
Officers
14. A. Description of Business
Light/Business
B. Description of Property
Properties
C. Legal Proceedings
Legal Proceedings
17. Information regarding Exclusive
The Companies; Certain Transactions
Exclusive/Business
18.
Information in Proxies, Consents or
Authorizations are to be Solicited
Proxy Information
SUBJECT TO COMPLETION, DATED MAY 5, 2000
PROSPECTUS/PROXY STATEMENT
LIGHT MANAGEMENT GROUP, INC.
A Nevada Corporation
This Prospectus/Proxy relates to the proposed merger between LIGHT
MANAGEMENT GROUP, INC. (LIGHT) with EXCLUSIVE
ADVERTISING, INC. (EXCLUSIVE), pursuant to an Agreement
and Plan of Merger dated March 24th, 2000.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE
OF THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO
CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE DILUTION AND 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/PROXY. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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/proxy
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be 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.
Prior to this registration, there has been no public market for the
shares of Common Stock other than trading on the Over-the Counter
Bulletin Board. See RISK FACTORS and DESCRIPTION OF SECURITIES.
Light is still required to maintain certain minimum criteria, of which there
can be no assurance (See RISK FACTORS).
The date of this Prospectus/Proxy Statement is May 5, 2000.
AVAILABLE INFORMATION
Light filed a Form 10QSB with the Securities and Exchange Commission
(the Commission) on April 9, 1999, and is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the
Exchange Act) and in accordance therewith will file reports, proxy
statements and other information with the Securities and Exchange
Commission (the Commission).
Reports and other information filed by Light can be inspected and
copied at the public reference facilities maintained at the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company has filed with the Commission a registration statement on
Form S-4 (herein together with all amendments and exhibits referred
to as the Registration Statement) under the Securities Act of 1933,
as amended (the Act) of which this Prospectus forms a part. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For
further information reference is made to the Registration Statement.
Light's Form 10QSB is hereby incorporated herein by reference. This
includes the following Exhibits:
3.1 Articles of Incorporation of Light
3.2 By-Laws of Light
4.1 Agreement and Plan of Merger
4.2 Consent of Directors of Light
4.3 Consent of Directors of Exclusive
Light will provide without charge copies of its Form 10QSB and any exhibit upon
request made to Light's offices, as identified herein. To obtain timely
delivery, holders must request the information no later than five business days
before the date they must make their investment decision. To request information
security holders must contact:
Mr. Barrington L. Simon, CEO
Light Management Group, Inc.
Suite 301, 3060 Mainway Drive
Burlington, Ontario
Canada L7M 1A3
(905) 319-1111
TABLE OF CONTENTS Page
Available Information Inside
Front Cover
Prospectus/Proxy Summary 6
The Companies 7
The Reorganization/Exchange-Summary 7
Risk Factors 8
Terms of Transaction 10
Special Meeting 10
The Transaction 11
Tax Consequences 12
Pro Forma Financial Information 12
Material Contacts with Company Being Acquired 12
Reoffering by Persons Deemed Underwriters 12
Interest of Named Experts and Counsel 12
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 13
Information with Respect to Registrant 14
Light Business 14
Dilution 14
Capitalization 14
Selected Financial Information 15
Management 16
Principal Stockholders 19
Market Price and Dividend Policy 19
Description of Securities 20
Litigation 20
Information with Respect to Exclusive 20
Exclusive Business 20
Exclusive Selected Financial Information 21
Exclusive Information Regarding
Exclusive Securities 21
Exclusive Management 21
Exclusive Executive Compensation 21
Exclusive Certain Transactions 21
Proxy Information 21
Financial Statements 21
ITEM 3. PROSPECTUS/PROXY SUMMARY AND RISK FACTORS
The following summary is qualified in its entirety by reference to
the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this
Prospectus/Proxy. Each prospective investor is urged to read this
Prospectus/Proxy in its entirety.
THE COMPANIES
Light Management Group, Inc. (Light) was organized under the laws of
the State of Nevada on April 20, 1998 under the name Triton
Acquisition Corp. Our primary activity has been directed toward
growth through merger and acquisition of high technology companies
that utilize the unique properties of light. Triton Acquisition
Corp. was a vehicle designed to be acquired by a private company
desiring to become an SEC reporting company in order thereafter to
secure a listing on the over the counter bulletin board (OTC BB).
Exclusive was incorporated in Ontario Canada on August 24, 1995. It is a
privately held Canadian corporation. Exclusive's primary and sole activity
has been the marketing of advertising space on Toronto's GO Transit system.
Exclusive holds the exclusive contract to sell such advertising space.
Exclusive has 100 shares of stock outstanding. Book value is $1.00 per share.
Stock is not traded. All 100 shares of stock are held by Gare Pare.
Light, formally known as Triton Acquisition Corp., plans to expand
its holdings through the merger and acquisition of promising high
technology companies. Once the acquisitions have been deemed by the
Board of Directors to be of such strength as to warrant a
possible sale and/or distribution to become a self-standing publicly
traded company.
Light's executive offices are located at 3060 Mainway drive, Suite
301, Burlington, Ontario, Canada L7M1A3, (905) 319-1111.
Exclusive's executive offices are located at 4181 Sladeview Crescent,
Unit 44, Mississauga, Ontario, Canada L5L 5R2.
THE MERGER SUMMARY
Light has entered into an Agreement and Plan of Merger (Merger) with Exclusive.
Exclusive has been acquired by Light through an exchange of shares
with Exclusive, which has now been merged with and into Light.
The Merger requires Light to issue 500,000 shares of common stock from
treasury, $.001 par value, to the existing shareholders of Exclusive for 100%
of all shares of common stock of Exclusive, $0.01 par value.
The Board of Directors of Light unanimously voted in favor
of the Merger at a special meeting held March 24, 2000.
The Board of Directors of Exclusive unanimously voted in favor
of the Merger at a special meeting held May 31, 1999.
Securities Outstanding Prior to the Offering: Light Common Stock
16,177,424 Shares
Subsequent to the Offering: Light Common Stock 15,677,424
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT IN THE COMPANY. EACH PROSPECTIVE INVESTOR SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS ALL OTHER
INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS.
Dependence Upon Management. After the Merger, we will be
substantially dependent upon the personal efforts and ability of our
President, Secretary, and Directors, Barrington L. Simon, Bryan
Latimer and Ian Brock.
The loss or inability of Barrington L. Simon, Bryan Latimer and Ian
Brock to perform any of their respective duties may have a serious
adverse effect upon our activities and could significantly delay the
achievements of our economic goals. (See MANAGEMENT).
Requirement of Audited Financial Information for Businesses That May
Be Acquired.
We will be subject to the periodic reporting
requirements of the Exchange Act. Current reports will be required
each time a reportable event occurs relating to our business
affairs. Should we contemplate the acquisition of a significant
amount of assets of another company or of the other company itself,
it will be required to provide the Securities and Exchange
Commission with certified financial statements of the company or
companies to be acquired. No assurances can be given that such
certified financial statements of a contemplated acquisition will be
available to us. We may, therefore, be precluded from making such
acquisition or acquisitions if the requisite financial information
is unavailable or can only be obtained at excessive cost to us.
Subsequent to this Offering, there are no assurances that a public
trading market shall continue to exist for the Common Stock of Light.
There can be no assurances that a public trading market for the
Common Stock will be sustained. Although we anticipate that
it will continue on the OTC BULLETIN BOARD.
Consequently, there can be no assurance that a regular
trading market, other than OTC trading, for our securities will
develop in the future. If a trading market does in fact develop for
the securities offered hereby, there can be no assurance that it
will be maintained. If for any reason such securities fail to
maintain their listing on OTC BB, the listing is not maintained, or
a public trading market ceases to exist, holders of such securities
may have difficulty in selling their securities should they desire
to do so.
Dilution.
With the completion of the Merger, the net tangible book value
per share of Light's Common Stock will be $.03
which does not reflect any substantial increase in the Company's
net book value.
Dividends.
Light, as of the date of this registration, has paid no
dividends on its Common Stock since its inception. However, Light
does intend to pay dividends on its Common Stock in the foreseeable
future. Light hereby reserves the right to determine what if any
distribution shall be considered a dividend, within the confines of
state and federal law. Any earnings which Light may realize in the
foreseeable future may be retained for the benefit of Light and to
finance its economic growth (See DESCRIPTION OF SECURITIES).
Loss of Control of Exclusive by Present Shareholder After Offering.
Since the completion of the Merger, Exclusive's present
shareholder owns less than 4% of the shares issued and outstanding
of the parent company Light. Accordingly, as a practical matter,
Exclusive's present shareholder no longer is in a position to elect all
of our directors and control its policies. (See DILUTION, and
PRINCIPAL SHAREHOLDERS).
Shares Available for Resale.
The 500,000 shares of our Common Stock will be free
trading securities and, in the future, may be
sold in compliance with Rule 144 adopted under the Securities Act,
as amended. Possible or actual sales of our Common Stock by present
shareholders under Rule 144 may have a depressive effect on the
price of our Common Stock in any market which is in existence or may
develop (See DILUTION and CERTAIN TRANSACTIONS).
For Tax Consequences of the transaction see Item 4 TAX CONSEQUENCES
For information regarding Light's book value per share, cash dividends per
share, income per share from continuing operations and market value of
securities on the day preceding the day the agreement was entered,
see FINANCIAL STATEMENTS.
Vote is not required for approval of the transaction.
There are no Federal or State requirements that must be complied with.
Dissenter's right.
Under current Nevada law, a shareholder is afforded dissenters' rights which,
if properly exercised, may require the Company to purchase his shares.
Dissenter's rights commonly arise in extraordinary transactions such as
mergers, consolidations, reorganizations, substantial asset sales,
liquidating distributions, and certain amendments to the Company's
certificate of incorporation.
ITEM 4. TERMS OF TRANSACTION
THE SPECIAL MEETING
If necessary, a special meeting of the shareholders of Light and Exclusive
will be held at the executive offices of Light at 3060 Mainway
Drive, Suite 301, Burlington, Ontario, Canada L7M 1A3,
on May 30, 2000, at 12 noon, Eastern Standard Time.
At the special meeting, holders of Light/Exclusive shares will affirm
and vote upon (i) a proposal to adopt the Agreement and Plan of
Merger attached as Schedule A to this Prospectus/Proxy
(the Merger) providing for Exclusive's merger with and into Light,
and the issuance to Exclusive shareholders of 500,000 common shares of
Light issued from treasury for 100% of Exclusive's issued and outstanding
capital structure, in connection therewith, (ii) any other matters that may
properly come before the special meeting.
The record date for the special meeting is May 30, 2000.
The vote of the holders of a majority of the outstanding shares of
Light and Exclusive's Common Stock entitled to vote shall be taken to
affirm and adopt in its entirety the Merger Agreement.
All shares of Light and Exclusive's Common Stock represented at the
special meeting by properly executed proxies received prior to or at
the special meeting, and not revoked, will be voted in accordance
with the instructions indicated on such proxies. If no
instructions are indicated, such proxies will be voted for the
adoption of the Merger Agreement.
Any proxy given may be revoked by the person giving it at any time,
without affecting any vote previously taken, by (i) giving notice to
the Secretary of Exclusive in writing or in open meeting or (ii) duly
executing a later dated proxy relating to the same shares and
delivering it to the Secretary of Exclusive before the taking of the
vote at the special meeting. Any written notice of revocation or
subsequent proxy should be sent and delivered to Light or Exclusive as
the case may be, Attention: Secretary, or hand delivered to the
Corporate Secretary at or before the taking of the vote at the
special meeting.
THE TRANSACTION
Exclusive has exchanged 100% of its issued and outstanding common shares
for 500,000 common shares of Light, issued from Light's authorized
but unissued treasury stock. Exclusive has become a wholly owned
subsidiary of Light.
In accordance with the Merger Agreement, on its
effective date, the officers and directors of Light resigned, and
were replaced by Barrington L. Simon, Bryan Latimer and Ian Brock
who shall remain as officers and directors of Light.
On the effective date of the Merger Agreement, each
of the outstanding shares of Exclusive's common stock were exchanged for
500,000 shares of Light's common stock. After the Merger, there are
15,677,424 Light shares outstanding.
The business combination will be accounted for as a pooling of interests in
accordance with Generally Accepted Accounting Principals.
TAX CONSEQUENCES
The Reorganization contemplated by this Agreement is intended to
qualify as a tax-free reorganization, as contemplated by Section
368(A) of the Internal Revenue Code of 1986, as amended.
REASONS FOR ENGAGING IN TRANSACTION
Light wished to acquire Exclusive for its advertising contract with the
Toronto transit system, its sole asset.
DIFFERENCES BETWEEN THE RIGHTS OF SECURITY HOLDERS OF THE COMPANY
BEING ACQUIRED AND THE RIGHTS OF HOLDERS OF SECURITIES BEING
OFFERED.
None
ITEM 5. PRO-FORMA FINANCIAL INFORMATION
Please see attached audited financial statements for Light and
Exclusive.
ITEM 6. MATERIAL CONTACTS WITH COMPANY BEING ACQUIRED
Pursuant to the Agreement and Plan of Merger with
Exclusive, 100% of the outstanding common stock of Exclusive has been
exchanged for shares of Light's common stock based on a value of
$1.00 US per share.
ITEM 7. REOFFERING BY PERSONS DEEMED UNDERWRITERS
Since the consummation of this Merger, Light has
15,677,424 shares of Common Stock outstanding. Of these shares, the
500,000 shares issued in the Merger Agreement are freely
tradable without restriction or further registration under the
Securities Act of 1933, as amended, except for any shares purchased
by an affiliate of the Company (in general, a person who has a
control relationship with us) which will be Subject to the
limitations of Rule 144 adopted under the Act.
ITEM 8. INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer,
or was a promoter, underwriter, voting trustee, director, officer
or employee of the small business issuer.
ITEM 9. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The bylaws of Light do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any action,
suit or proceeding, except an action by or in the right of the
issuer. The bylaws of Exclusive do provide for such indemnification, and
management intends that the bylaws of each company shall provide for
indemnification of officers and directors to the extent permitted by
Nevada law for Light and by Canadian law for Exclusive.
Nevada law provides liberal indemnification of officers and
directors of Nevada corporations.
Section 78.7502 of the Nevada Revised Statutes permits a corporation
to indemnify any officer, Director, employee, or agent, who is, was,
or is threatened to be made a party to any action, whether civil,
criminal, administrative, or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is or
was an officer, director, employee, or agent, if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case
of a criminal action, he had no reasonable cause to believe that
his conduct was unlawful. In the case in which a director, officer,
employee, or agent of a corporation has been successful on the
merits or otherwise in defense of such action, the corporation must
indemnify him for expenses, including attorneys fees, actually and
reasonably incurred by him. Insofar as indemnification for
liabilities arising under the federal securities laws may be
permitted to directors and controlling persons of the issuer, the
issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the law and is, therefor, unenforceable. In the event
a demand for indemnification is made, the issuer 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 law and will be governed by the final
adjudication of such issue.
ITEM 14. INFORMATION WITH RESPECT TO REGISTRANT
LIGHT BUSINESS
Light was organized under the laws of the State of Nevada on April
20, 1998 under the name Triton Acquisition Corp. The Board of
Directors of Triton Acquisition Corp. changed its name to Light
Management Group, Inc. at a special meeting of the Board held on May
19, 1999. Since inception, Light's primary activity has been directed
to organizational efforts. Triton Acquisition Corp. was designed as
a vehicle to acquire a private company desiring to become an SEC
reporting company in order thereafter to secure a listing on the
over the counter bulletin board.
DILUTION
The difference between the initial public offering price per share
of Common Stock and the pro forma net tangible book value per share
after this offering constitutes the dilution to investors in this
offering. Net tangible book value per share is determined by
dividing the net tangible book value (total assets less intangible
assets and total liabilities) by the number of outstanding shares of
Common Stock.
At December 31, 1999, we had outstanding an aggregate of 16,177,424
shares of Common Stock having an aggregate net tangible book value
of $471,565 or $.03 per share. After giving effect to the
500,000 shares to be issued in connection with the
Merger, the pro forma net tangible book value of
the Common Stock would be approximately $.03 per
share. This does not represent an increase in pro forma net
tangible book value per share.
Additionally, Light may, in the future, issue shares of its Common
Stock for whatever business purposes we deem valid. Such issuances
of shares of Common Stock, including shares issuable pursuant to a
company stock option plan, may result in a further dilution of the
interest of our shareholders as well as the percentage of ownership
of purchasers of shares in this Offering.
CAPITALIZATION
The following table sets forth the capitalization of Light as of December
31, 1999 and as adjusted to give effect to the securities currently
issued and outstanding, and the issuance of securities in connection
with the Merger. For a description of the Common
Stock see DESCRIPTION OF SECURITIES.
SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Company's Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto.
FINANCIAL STATEMENTS.
LIGHT MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
YEAR ENDED DECEMBER 31, 1999
1998 1999
SUMMARY OF OPERATING REVENUES $ 0.00 $ 1,061,572.00
General, selling and administrative expenses $ 1,631.00 $664,159.00
Net profit per common share $0.00 $ (0.01)
Total assets $ 0.00 $ 2,037,589.00
MANAGEMENT
As of December 31, 1999, the Board of Directors and officers consisted of
Barrington L. Simon, Bryan Latimer and Ian Brock.
Name / Title / Address Age Start of Term Start of Term on
on Light Board Exclusive Board
================================================================================
Barrington L. Simon 53 May 19, 1999 March 24, 2000
Chief Executive
Officer and Director
3060 Mainway, Suite 310
Burlington, Ontario Canada
L7M1A3
Bryan Latimer 34 May 19, 1999 March 24, 2000
Ian Brock 61 May 19, 1999 March 24, 2000
BARRINGTON L. SIMON
Mr. Simon has been Chief Executive Officer and
Director of the Issuer since May 19, 1999. Since 1996 to present,
he has been the President of Omega Financial Services, Inc. a
Southern Ontario financial planning services firm. Mr. Simon
attended a general business degree program at the Stratford
Technical College England. Upon immigration to Canada he received
recognition and the designation Certified General Account. Mr.
Simon has worked for many reputable companies such as Mercantile
Bank of Canada (currently known as Citibank), Halton Credit Union,
Colortron Photo Services, Taylor Liebow Chartered Accountant and PPG
Canada Limited. In addition to working for the above companies, he
has owned and operated his own financial services company.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the ownership
of our Common Stock (i) before the Merger as of the date of this
Prospectus, and (ii) as adjusted to reflect the shares issued in the
Merger, by each person who is known by the Company to own more than
5% of our outstanding Common Stock; each of our directors; and
directors of the Company as a group:
Security ownership of certain beneficial owners-LIGHT MANAGEMENT GROUP, INC. as
of December 31, 1999/Pre-Merger
Title of Name/Address of Owner Shares Percent of
Class Beneficially Class
Owned
============================================================
Common Barrington L. Simon 4,786,023 29.5 %
3060 Mainway, Suite 310
Burlington, Ontario Canada L7M1A3
Common Bryan Latimer 300,000 1.8%
967 Glenwood Avenue
Burlington, Ontario
Canada L7L 2K1
Common Ian Brock 20,000 Less than 1 %
2164 Alconbury Cres.
Burlington, Ontario
Canada L7P 3C4
Post-Merger/shown in common stock of the new company
Title of Name/Address of Owner Shares Percent of
Class Beneficially Class
Owned
============================================================
Common Barrington L. Simon 4,786,023 30.5%
3060 Mainway, Suite 301
Burlington, Ontario Canada
L7M1A3
Common Bryan Latimer 300,000 1.9%
967 Glenwood Avenue
Burlington, Ontario
Canada L7L 2K1
Common Ian Brock 20,000 less than 1 %
2164 Alconbury Cres.
Burlington, Ontario
Canada L7P 3C4
Common Gary Pare
4181 Sladeview Crescent,44 500,000 3.1%
Mississauga, Ontario,
Canada L5L 5R2.
Common Officers and Directors 5,106,023 32.6%
(3 individuals)
Resumes of Post-Merger Officers and Directors
BARRINGTON L. SIMON
Mr. Simon has been Chief Executive Officer and
Director of the Issuer since May 19, 1999. Since 1996 to present,
he has been the President of Omega Financial Services, Inc. a
Southern Ontario financial planning services firm. Mr. Simon
attended a general business degree program at the Stratford
Technical College England. Upon immigration to Canada he received
recognition and the designation Certified General Account. Mr.
Simon has worked for many reputable companies such as Mercantile
Bank of Canada (currently known as Citibank), Halton Credit Union,
Colortron Photo Services, Taylor Leibow Chartered Accountant and PPG
Canada Limited. In addition to working for the above companies, he
has owned and operated his own financial services company.
BRYAN LATIMER
Mr. Latimer, has successfully owned and operated an automobile
dealership specializing in the exportation of vehicles, fleet
leasing and specialty application vehicles. In addition to being a
member of the Chamber of Commerce of Burlington Ontario Canada, Mr.
Latimer is registered with the Ontario Minister of Consumer and
Commercial Relations, currently known as the OMVIC. Prior to owning
his business, Mr. Latimer worked for Daymond Vynal Products, a
division of Red Path Sugar, as a distribution coordinator. Mr.
Latimer is married with three children and stables standard bred
horses.
IAN BROCK
Mr. Brock comes to the Company with a strong sales background
working with such companies as York International, as Sales Manager,
GE Technical, as Sales Manager, Phillips Industries Engineered
Productions, as Sales Engineer and American Standard Engineered
Productions, as Sales Engineer. Mr. Brock is currently Pastor of
the Brock Faith Ministries in Ontario Canada. He is married with
two children.
MARKET PRICE AND DIVIDEND POLICY
Registrants common stock is traded at a value of approximately
$6.00 per share (US dollars) determined by the value of the shares at noon
New York time the date of the Agreement.
The Registrant has never paid a cash dividend, however, Light does
anticipate that it will, at some undetermined point in the future,
declare a dividend distribution. The value, if any, of the
distribution has not been determined and the mere inclusion of this
intent to declare a distribution should not in any way be construed
as giving a value to such dividend.
DESCRIPTION OF SECURITIES
Light Common Stock. The holders of Common Stock are entitled to one
vote for each share held of record on all matters to be voted on by
the shareholders.
There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50 percent
of the shares have the ability to elect the directors. The holders
of Common Stock are entitled to receive dividends when, as, and if
declared by the Board of Directors out of assets legally available
therefor. In the event of liquidation, dissolution or winding up of
the Company the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them
after payment of liabilities and after provision has been made for
each class of stock, if any, having preference. The Common Stock.
Holders of shares of Common Stock, as such, have no conversion,
preemptive or other subscription rights, and there are no redemption
provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered
hereby when issued against the consideration set forth in this
Prospectus, will be, fully paid and nonassessable. The Company's
Certificate of Incorporation, as amended, authorizes 100,000,000
shares of $.001 par value Common Stock, of which 16,177,424 shares
were issued and outstanding as of September 30, 1999. All of the issued
and outstanding shares of Common Stock are fully paid, validly
issued and non-assessable.
Transfer Agent. The Transfer Agent and Registrar for the Common
Stock is General Securities Transfer Agency, Inc. a Stock Transfer
Company located at 3614 Calle del Sol NE, Albuquerque.
Warrants. No Light warrants are outstanding.
LITIGATION
No material legal proceedings are pending to which Light or any of
its property is subject and to the knowledge of Light, there are no
other proceedings threatened.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATING
Included in Light's financial statements (see attached FINANCIAL STATEMENTS)
For quantitative or qualitative information on Market Risk see ITEM 3 -
RISK FACTORS.
ITEM 17. INFORMATION WITH RESPECT TO EXCLUSIVE
EXCLUSIVE/BUSINESS
Exclusive was incorporated in Ontario Canada on August 24, 1995. It is a
privately held Canadian corporation. Exclusive's primary, and sole, activity
has been the marketing of advertising space on Toronto's GO Transit System.
It holds the exclusive contract to sell such advertising space. There are
100 shares outstanding, book value $1.00. Stock is not traded.
Security Ownership of Certain Beneficial Owners/Exclusive
as of December 31, 1999 Pre-merger
Title of Name/Address of Owner Shares Percent of Percent
Class Beneficially Class Of Class
Owned Diluted
=====================================================================
common Gary Pare 100 100% 100%
4181 Sladeview Crescent,
Unit 44, Mississauga, Ontario,
Canada L5L 5R2.
EXCLUSIVE-SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Company's Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto.
FINANCIAL STATEMENTS.
EXCLUSIVE ADVERTISING, INC.
Year End December 31, 1999
SUMMARY OF OPERATIONS
REVENUES 296,182
COSTS OF SALES 261,761
TOTAL OPERATING EXPENSES 57,839
OTHER INCOME 56
EXTRAORDINARY ITEMS 0
NET PROFIT (23,418)
NET PROFIT PER COMMON SHARE
BASIC (.004)
SUMMARY BALANCE SHEET DATA
TOTAL ASSETS 104,191
INFORMATION REGARDING EXCLUSIVE SECURITIES
Exclusive's stock is not traded.
Prior to the merger, Exclusive had 100 shares of common stock outstanding.
Exclusive has never paid a cash dividend and has no present intention of so
doing.
There are no recent sales of Exclusive's unregistered securities to be
reported.
EXCLUSIVE MANAGEMENT
GARY PARE
Gary Pare, an ordained minister active in church planning, was born, raised
and educated in Canada. Mr. Pare holds a business degree from York University
and has a Certificate in Electronic Technology. Mr. Pare worked for many
years with Rogers Cable Systems, Inc., before he co-founded "A Signplace &
Associates, Inc., " a business in which he has served as a president and
which has been based for the last 11 years in Mississauga, Ontario, Canada.
Mr. Pare is the founder and President of Exclusive Advertising.
Gary Pare will not be director or officer in Light.
EXCLUSIVE EXECUTIVE COMPENSATION
Exclusive has not entered into employment agreements with any of its
employees
EXCLUSIVE CERTAIN TRANSACTIONS
None
ITEM 18. PROXY INFORMATION
FINANCIAL STATEMENTS
Financial Statements-Light
Reports of Independent Auditor, Dated December 31, 1998, and December 31, 1999.
Balance Sheets as of and for the Period Ended September 30, 1999.
Statement of Operation for the years ended two years and for the
period ended September 30, 1999.
Financial Statements-Exclusive
EXCLUSIVE Advertising
Balance Sheet as At 12/31/1999
ASSETS
Current Assets
Petty Cash 0.00
Royal Bank Account 4,786.38
Scotia Bank Account 31,645.77
-------------
Total Cash 36,432.15
Accounts Receivable 66,333.15
Allowance for Doubtful Accounts 0.00
Advances 895.00
-------------
Total Receivable 67,228.15
Prepaids 531.00
-------------
Total Current Assets 104,191.30
Fixed Assets
Equipment 272,169.84
Accumulated Depreciation-Equipment -15,539.50
-------------
Total Fixed Assets 256,630.34
-------------
Other Assets
Goodwill 36,000.00
Incorporation Cost 0.00
-------------
Total Other Assets 36,000.00
-------------
TOTAL ASSETS 396,821.64
========
LIABILITIES
Current Liabilities
Account Payable 85,004.94
A/P-Gary Pare 100.00
-------------
Total Accounts Payable 100.00
Corporate Taxes payable 0.00
PST Payable 0.00
GST Charged on Sales 20,299.30
GST Paid on Purchases -48,665.08
-------------
GST Owing (Refund) -28,365.75
-------------
Total Current Liabilities 56,739.16
-------------
Long Term Liabilities
Bank Loan - Nova Scotia 218,860.68
Due To LMGI 0.00
Due To LSSC 163,697.23
-------------
Total Long Term Liabilities 382,557.91
-------------
TOTAL LIABILITIES 439,297.07
-------------
EQUITY
Share Capital
Common Shares 0.00
Preferred Shares 0.00
-------------
Total Share Capital 0.00
-------------
Retained Earnings
Investor's Equity -19,057.53
Retained Earnings - Previous Year 0.00
Current Earnings -23,417.90
-------------
Total Retained Earnings -45,475.43
-------------
TOTAL EQUITY -42,475.43
-------------
LIABILITIES AND EQUITY 396,821.64
========
EXCLUSIVE ADVERTISING
Income Statement 01/01/1999 to 12/31/1999
REVENUE
Sales
Sales - Posters 254,275.68
Sales - L.E.D. 41,850.19
-------------
Net Sales 296,125.87
-------------
Other Revenue
Miscellaneous Revenue 56.36
-------------
Total Other Revenue 56.36
-------------
TOTAL REVENUE 296,182.23
-------------
EXPENSE
Direct Costs
Installations 17,692.50
L.E.D.'s 2,957.24
Deprecation - Equipment 0.00
Co Contract 241,111.08
-------------
Total Direct Costs 261,760.82
-------------
General & Administrative Expenses
Accounting 3,750.00
Advertising -5,022.51
Bad Debts 0.00
Legal 1,115.00
Courier & postage 873.66
Consulting 0.00
Sales Agent 24,309.05
Depreciation Expense 15,539.50
Income Taxes 0.00
Insurance 1,062.00
Interest Charges 4,617.62
Bank Charges 675.96
Office Supplies 46.31
Miscellaneous 38.00
Salaries & Wages 0.00
Rent 9,000.00
Repair & Maintenance 0.00
Telephone 36.94
Travel & Entertainment 1,797.78
Utilities 0.00
-------------
Total General & Admin. Expenses 57,839.31
-------------
TOTAL EXPENSE 319,600.13
-------------
NET INCOME -23,417.90
===========
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this
Prospectus and if given or made, such information or representations
must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to make such offer or solicitation
in such jurisdiction.
PART II
ITEM 20. INDEMNIFICATIONS OF OFFICERS AND DIRECTORS
The bylaws of Light do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any action,
suit or proceeding, except an action by or in the right of the
issuer. The bylaws of Exclusive also provide for such indemnification,
and management intends that the bylaws of the surviving post-merger
entity shall provide for indemnification of officers and directors
to the extent permitted by Nevada law.
Nevada law provides liberal indemnification of officers and
directors of Nevada corporations. Section 78.7502 of the Nevada
Revised Statutes permits a corporation to indemnify any officer,
director, employee, or agent, who is, was, or is threatened to be
made a party to any action, whether civil, criminal, administrative,
or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was an officer,
director, employee, or agent, if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, in the case of a criminal
action, he had no reasonable cause to believe that his conduct was
unlawful. In the case in which a director, officer, employee, or
agent of a corporation has been successful on the merits or
otherwise in defense of such action, the corporation must indemnify
him for expenses, including attorneys fees, actually and reasonably
incurred by him.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to directors and controlling
persons of the issuer, the issuer has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the law and
is, therefor, unenforceable. In the event a demand for
indemnification is made, the issuer 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 law and will be governed by the final adjudication of such
issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
This Registration Statement incorporates Light's Form 10QSB filed
April 9, 1999 and the following Exhibits thereto:
EXHIBITS
3.1 Articles of Incorporation/Light
3.2 Bylaws/Light
4.1 Agreement and Plan of Merger
4.2 Consent of Directors/Light
4.3 Consent of Directors/Exclusive
13.1 Financial Statements/Light
13.2 Financial Statements/Exclusive
13.3 Latest Quarterly Report to Security Holders on
Form 10-Q/Light
13.4 Changes in Accountant/Light, Form 8-K
24. Special Power of Attorney
27 Financial Data Schedule
The following financial statements are also incorporated by
reference to the Form 10-SB:
EXHIBITS
3.1 Articles of Incorporation Light
3.2 By-Laws Light
The following financial statements are also incorporated by
reference to the Form 10-SB:
PRO-FORMA FINANCIAL STATEMENTS LIGHT
Unaudited Pro-Forma Consolidated Balance Sheet as of March 31, 1999
Unaudited Pro-Forma Consolidated Income Statement for the first
quarter and nine months ended March 31, 1999.
FINANCIAL STATEMENTS LIGHT
The Financial Statements required by Item 310 of Regulation S-B
(in the form of the latest Annual Report on Form 10-Q) are
incorporated by reference in this Prospectus.
FINANCIAL STATEMENTS Exclusive
The Financial Statements required by Item 310 of Regulation S-B
(in the form of the latest Annual Report on Form 10-Q) are
incorporated by reference in this Prospectus, and are set forth in
their entirety as Exhibits 13.1 to this Form S-4.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Registrant's independent accountant, S.W. Hatfield, CPA, resigned, effective
December 10, 1999. The change in accountants was not recommended or approved by
the Board of Directors.
Registrant has retained the services of James E. Slayton, CPA, 2858
West Market Street, Suite C, Fairlawn, OH 44333, as the principal
independent accountant, effective January 20, 2000. See registrant's Form 8-k
incorporated herein by reference.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Prospectus under the
heading Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under
the heading Use of Proceeds.
RECENT SALES OF UNREGISTERED SECURITIES
None.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.
ITEM 22. UNDERTAKINGS
(a) 1. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
2. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrants annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of any employee benefit plans annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. The undersigned registrant hereby undertakes as follows: that
prior to any public re-offering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such re-offering prospectus will contain the
information called for by the applicable registration form with
respect to re-offerings by person who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.
4. The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) (i) immediately preceding, or (ii) that purports
to meet the requirements of section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to
Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such
amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned; thereunto duly authorized, in the City of
Ontario, Canada, on May 5, 2000.
LIGHT MANAGEMENT GROUP, INC.
By:/s/ Barrington L. Simon
BARRINGTON L. SIMON,
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Special Power of Attorney
The undersigned constitute and appoint Barrington L. Simon
their true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form S-4 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission,
granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorney0in-fact may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the date indicated:
Signature Title Date
/s/Barrington L. Simon Chief Executive
Barrington L. Simon Officer, Director May 5, 2000
/s/ Bryan Latimer Director May 5, 2000
Bryan Latimer
/s/ Ian Brock Director May 5, 2000
EXHIBIT INDEX
Exhibit
Number Description Method of Filing
3.1 Articles of Incorporation Incorporated by Reference
3.2 Bylaws/Light Incorporated by Reference
4.1 Agreement and Plan of Merger See Below
4.2 Consent of Directors/Light See Below
4.3 Consent of Directors/Exclusive See Below
13.1 Financial Statements of Light
Management Group, Inc. See Below
13.2 Financial Statements of Exclusive
Advertising, Inc. See Below
13.3 Latest Quarterly Report to Security
Holders on Form 10-Q See Below
23.2 Consent of Accountants/Light See Below
24 Special Power of Attorney See Signature Page
27 Financial Data Schedule See Below