AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 9,
2001
REGISTRATION NO. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
PAYFORVIEW MEDIA HOLDINGS GROUP CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 91-1976310
(State of Incorporation or Organization) (Identification No.)
509 Madison Avenue, 16th Floor, New York, New York 10022
(Address of Principal Executive Offices, Including Zip Code)
____________________
(212) 605-0150
Issuer's Telephone Number
PAYFORVIEW.COM CORP
(Former name, former address and former fiscal year,
if changed since last report)
STOCK GRANTS PURSUANT TO RESOLUTIONS
OF THE BOARD OF DIRECTORS
____________________
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration
Share (1) Price Fee
- ------------------------------------------------------------------------------------------
Common Stock, 703,032 $0.50 $ 351,516 $ 87.88
par value $0.0001(2)
TOTAL REGISTRATION FEE 703,032 $0.50 $ 351,516 $ 87.88
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing price as reported
on the Over-the-Counter Bulletin Board as of May 8, 2001.
(2) Represents shares of Common Stock issued directly to consultants and employees of
the Company. Please refer to the Selling Shareholders section of this document.
EXPLANATORY NOTE
PAYFORVIEW MEDIA HOLDINGS GROUP CORP, formerly Payforview.com,
Corp. ("PAYFORVIEW") has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1 PLAN INFORMATION
The shares of common stock, $0.0001 par value per share, of
PAYFORVIEW offered hereby (the "Shares") will be sold from time to
time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders"). The Selling
Shareholders acquired the Shares pursuant to compensatory benefit
plans for consulting and employment services that the Selling
Shareholders provided to PAYFORVIEW.
The sales may occur in transactions on the NASD over-the-counter
market at prevailing market prices or in negotiated transactions.
PAYFORVIEW will not receive proceeds from the sale of any of the
Shares. PAYFORVIEW is paying for the expenses incurred in
registering the Shares.
The Shares are "restricted securities" under the Securities Act of
1933 (the "1933 Act") before their sale under this Reoffer
Prospectus. The Reoffer Prospectus has been prepared for the
purpose of registering the Shares under the 1933 Act to allow for
future sales by the Selling Shareholders to the public without
restriction. To the knowledge of the Company, the Selling
Shareholders have no arrangement with any brokerage firm for the
sale of the Shares. The Selling Shareholders may be deemed to be an
"underwriter" within the meaning of the 1933 Act. Any commissions
received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
PAYFORVIEW's common stock is currently traded on the OTCBB under
the symbol "PMGH".
% of Shares
Number of Number of Shares Owned by
SELLING Shares Owned Registered by Number of Shares Shareholder
SHAREHOLDERS Before Sale Prospectus Owned After Sale After Sale
- ----------------- ------------------ ----------------- ---------------- -------------
Chris Dieterich (1) 100,000 100,000 0 0.0
Marc Pitcher (2) 167,614 136,364 31,250 1.0
Warren Wayne (3) 202,500 112,500 90,000 3.0
Sid Amira (4) 430,002 312,502 117,500 3.9
Dan Scott (5) 62,500 20,833 41,667 1.4
George Mellides (5) 62,500 20,833 41,667 1.4
Totals 1,025,116 703,032 322,084 10.5
(1) Paid in satisfaction of $25,000 in legal fees accrued through April 30, 2001.
(2) Paid as signing bonus to extend employment contract for a period of 3 years; pricing based upon
Bloomberg reported closing stock price on March 15, 2001.
(3) Paid in settlement of past-due sums under an employment contract during 2000, and for Right of
First Offer to exhibit motion pictures produced by recipient over Internet Broadcast on the
PayForView.com or affiliated web sites. Value measured by closing stock price on April 3, 2001.
(4) Paid in lieu of $193,751 cash bonus payment due pursuant to consulting contract, and $150,000
signing bonus to extend consulting contract by three years. Value based upon closing stock price on
March 15, 2001.
(5) Paid as compensation, per employment contract, with only this portion of compensation
registerable.
ITEM 2. Registrant Information and Employee Plan Annual
Information
PAYFORVIEW will send or give the documents containing the
information specified in Part 1 of Form S-8 to employees or
consultants as specified by Securities and Exchange Commission
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"1933 Act"). PAYFORVIEW does not need to file these documents
with the commission either as part of this Registration Statement
or as prospectuses or prospectus supplements under Rule 424 of
the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in
this Registration Statement:
(a) (i) The Registrant's Form 10-KSB, filed with the SEC on
March 28, 2001 for the year ended December 31, 2000.
(ii) Form 8-K/A, filed August 8, 2000
(iii) All other reports and documents subsequently filed by
the Registrant after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 and prior
to the filing of a post-effective amendment which
indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference
and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable to the shares of common stock being registered
(see Form 10-SB, filed February 17, 2000 and 8-K filed February
22, 2000, for description).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by Dieterich &
Associates.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's
Bylaws provide for indemnification of the Company's Directors for
liabilities and expenses that they may incur in such capacities.
In general, Directors and Officers are indemnified with respect
to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that
the indemnitee had no reasonable cause to believe were unlawful.
Furthermore, the personal liability of the Directors is limited
as provided in the Company's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered.
These sales were made in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as
amended, contained in Section 4(2) thereof, covering transactions
not involving any public offering or not involving any "offer" or
"sale".
ITEM 8. EXHIBITS
3.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference).
3.2 Bylaws of the Registrant (incorporated by reference).
5.1 Opinion of Dieterich & Associates, counsel to the
Registrant, regarding legality of securities being
registered.
23.1 Consent of Dieterich & Associates (included in Exhibit
5.1).
23.2 Consent of Grant Thornton, independent Certified Public
Accountants.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) 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; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that is meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, on May 9, 2001.
PAYFORVIEW CORP
/s/ Marc Pitcher
By: Marc Pitcher
Its: President and Director
Date: May 9, 2001
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.
/s/ Marc Pitcher Dated: May 9, 2001
President and Director
/s/ Rick Marech Dated: May 9, 2001
Secretary and Director
/s/ George Mellides Dated: May 9, 2001
Chief Financial Officer
/s/ Dan Scott Dated: May 9, 2001
Director
/s/ Scott Schultz Dated: May 9, 2001
Director
Exhibit 5.1
Document is copied.
DIETERICH & ASSOCIATES LETTERHEAD
May 9, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: PAYFORVIEW MEDIA GROUP HOLDING CORP.
Ladies and Gentlemen:
This office represents PAYFORVIEW MEDIA GROUP HOLDING CORP, a
Nevada corporation (the "Registrant") in connection with the
Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of 702,199 shares of the Registrant's Common
Stock issued to certain individuals for employment and consulting
services (the "Shares").
In connection with our representation, we have examined such
documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement,
will be legally issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion in the
Registration Statement and to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in
connection with the registration of the Registered Securities for
offer and sale in such states.
Very truly yours,
/S/ Christopher Dieterich
Dieterich & Associates
Exhibit 23.1
Included within Exhibit 5.1 (Opinion of Counsel)
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 9, 2001, accompanying
the consolidated financial statements of PAYFORVIEW MEDIA GROUP
HOLDING CORP. (formerly Payforview.com Corp.), appearing in the
annual report on form 10-KSB, for the year ended December 31,
2000, which is incorporated by reference in this Form S-8
registration statement. We consent to the incorporation by
reference in the registration statement of the aforementioned
report.
GRANT THORNTON LLP
New York New York
May 8, 2001