As filed with the Securities and Exchange Commission on February 19, 2002.
File No. 333- Commission file number: 0-27637
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 47-0811483
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(State or Other Jurisdiction of (Employer Identification Number)
Incorporation or Organization)
501 Brickell Key Drive, Suite 603, Miami, FL 33131
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(Address of Principal Executive Offices)
2002 Stock Option Plan of Global Entertainment Holdings/Equities, Inc.
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(Full Title of the Plan)
Bryan Abboud, 501 Brickell Key Drive, Suite 603, Miami, FL 33131
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(Name, Address, Including Zip Code, of Agent for Service)
Telephone number, including area code, of agent for service: 305-374-2036
CALCULATION OF REGISTRATION FEE
Title of Securities Amount of Proposed Proposed Amount of
to be Registered Shares to be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share (1) Offering Price
Common Stock, par 1,900,000 $0.30 $570,000 $150.48
value $0.001
==================== ============== =============== ================ ===========
(1)Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the average bid and asked price of the registrant's common stock as of February
14, 2002, a date within five business days prior to the date of filing of this
registration statement.
In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
Page 1 of 12 consecutively numbered pages.
Exhibit Index appears on consecutive page 6.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933
Below you will find a cross-reference between items of Part I of Form S-8 and
the Section 10(a) Prospectus that will be delivered to each employee,
consultant, or director who participates in the Plan. The Form S-8 and the
Section 10(a) Prospectus relate to an employee benefit plan of Global
Entertainment Holdings/Equities, Inc., a Colorado corporation (which may
hereafter be referred to as "we", "us", or "our(s)").
Registration Statement Item Numbers and HeadiProspectus Heading
Item 1. Plan Information Section 10(a) Prospectus
Item 2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by us with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:
1. Our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000.
2. All reports filed by us with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2000.
3. The description and specimen certificate of our common stock, par value
$0.001 ("Common Stock"), contained in our Form 10-SB Amendment No. 6 filed with
Commission under the Exchange Act on or about December 4, 2000 ("Form 10-SB"),
including any amendment or report filed for the purpose of updating such
description.
Prior to the filing, if any, of a post-effective amendment, all reports and
other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the 1934 Act shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Our Common Stock being registered pursuant to this registration statement is
part of a class of securities registered under Section 12 of the Exchange Act. A
description of such securities is contained in our Form 10-SB and is
incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
No expert is named as preparing or certifying all or part of the registration
statement to which this prospectus pertains. The counsel named in this
prospectus as having given an opinion on the validity of the securities being
offered hereby was not hired on a contingent basis and will not receive an
interest in us in connection with this offering.
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Item 6. Indemnification of Directors and Officers.
Our Bylaws and certain sections of Colorado General Corporation Law ("Colorado
Law") allow for the indemnification of our officers and directors in certain
situations where liability would otherwise personally attach to such officers
and directors.
Colorado Law provides for mandatory indemnification of directors of a
corporation who are wholly successful, on the merits or otherwise, in defense of
any proceeding to which the director was a party because the person is or was a
director, against reasonable expenses incurred in connection with the
proceeding.
Colorado law also allows a corporation's directors as well as its officers to be
indemnified against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding if that person to be indemnified acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation. In the case of a shareholder derivative suit, the
person will be indemnified if he was not adjudged liable or, in the case of any
other proceeding, the person was not adjudged liable for receiving an improper
personal benefit. With respect to any criminal action or proceeding, a person
will be indemnified if that person did not have reasonable cause to believe that
his conduct was unlawful.
The above-described provisions relating to the indemnification of directors and
officers are sufficiently broad to permit the indemnification of such persons in
certain circumstances against liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933. To the extent that
indemnification may be related to liability arising under the Securities Act,
the Securities and Exchange Commission takes the position that indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits are attached to this Form S-8 and listed in the Exhibit Index on
page 6 and below.
SEC Ref. Page Description of Exhibit
No. No.
4 7 2002 Stock Option Plan
5, 23 10 Opinion and Consent of Counsel
23 12 Consent of Accountant
Item 9. Undertakings.
(a)We, the undersigned hereby undertake:
(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.
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(2)To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 registrant 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the County of
Dade, State of Florida, on January 25, 2002.
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
By /s/ Bryan Abboud
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Bryan Abboud, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bryan Abboud, with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has
been signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ Bryan Abboud
______________________________ CEO and Director January 25, 2002
Bryan Abboud
/s/ Thomas Glaza
______________________________ Director January 25, 2002
Thomas Glaza
/s/ Sergio Gonzalez
______________________________ Finance Manager January 25, 2002
Sergio Gonzalez
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INDEX TO EXHIBITS
SEC Ref. Page Description of Exhibit
No. No.
4 7 2002 Stock Option Plan
5, 23 10 Opinion and Consent of Counsel
23 12 Consent of Accountant
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Exhibit 4
THE 2002 STOCK OPTION PLAN
OF
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
Global Entertainment Holdings/Equities, Inc., a Colorado corporation (the
"Company"), hereby adopts the 2002 Stock Option Plan of Global Entertainment
Holdings/Equities, Inc. (this "Plan"), on this 25th day of January, 2002. Under
this Plan, the Company may grant options to acquire (the "Options") One Million
Nine Hundred Thousand (1,900,000) shares of its common stock, par value $0.001
(the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein. In addition, at
the discretion of the Board of Directors, options to acquire stock of the
Company may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries and are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services shall not be in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market in our securities.
1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company, or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. The grant of any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of One Million Nine Hundred
Thousand (1,900,000) shares of Stock are subject to, and may be issued pursuant
to, Options granted under this Plan. Some of the shares of Stock subject to this
Plan underlie Options which have already been granted but not exercised. The
number of shares of Stock subject to, or issued pursuant to, Options granted
under this Plan may be increased or decreased as the Plan Administrators deem
advisable.
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
5. Eligibility. The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, or its subsidiaries, including consultants and advisors, provided that
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such consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market in our securities. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Term of Options and Certain Limitations on Right to Exercise.
a. Each Option shall have its term established by the Plan Administrators at
the time the Option is granted but in no event may such term exceed ten (10)
years.
b. The term of the Option may be shortened or extended as the Plan
Administrators may deem advisable.
c. Unless otherwise specifically provided by the written provisions of the
Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no participant
of this Plan or his or her legal representative, legatee, or distributee will
be, or shall be deemed to be, a holder of any shares subject to an Option
unless and until such participant exercises his or her right to acquire all
or a portion of the Stock subject to the Option and delivers the full
exercise price to the Company in accordance with the terms of this Plan and
the Option and then only as to the number of shares of Stock validly
acquired. Except as specifically provided in this Plan or as otherwise
specifically provided by the written provisions of the Option, no adjustment
to the exercise price or the number of shares of Stock subject to the Option
shall be made for dividends or other rights for which the record date is
prior to the date on which the Stock subject to the Option is acquired by the
holder.
d. The number of shares of Stock subject to an Option shall be adjusted to
take into account any stock splits, stock dividends, recapitalization of the
Stock as provided in the stock option plan.
e. Options shall vest and become exercisable at such time or times and on
such terms as the Plan Administrators may determine at the time Options are
granted, subject to this Plan's requirements and restrictions.
f. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
g. In no event may an Option be exercised after the expiration of its term.
7. Exercise Price. At the time Options are granted, the Plan Administrators
shall establish the exercise price payable to the Company for shares to be
obtained pursuant to Options.
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company, or such other consideration determined
appropriate by the Plan Administrators.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.
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10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock or a change in the
number of issued and outstanding shares of Stock as a result of a stock split,
consolidation, or other recapitalization.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each unexercised Option shall be subject
to the requirement that, if at any time, the Plan Administrators shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered by unexercised Options on any securities
exchange or under any state or federal law, or obtain the consent or approval of
any governmental agency or regulatory body as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is ten (10) years from the date first appearing in
this Plan or the date on which the One Million Nine Hundred Thousandth
(1,900,000th) share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code. The Plan
Administrators may modify and amend this Plan in any respect; provided, however,
that to the extent such amendment or modification would cause this Plan to no
longer comply with the applicable provisions of the Code governing incentive
stock options as they may be amended from time to time, such amendment or
modification shall also be approved by the shareholders of the Company.
ATTEST:
/s/ Bryan Abboud
Global Entertainment Holdings/Equities, Inc.
By: Bryan Abboud, CEO
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Exhibit 5, 23
3333 Elm Street, Suite 101
WOLTJEN Dallas, Texas 75226
_______________________________________________________________________________
LAW FIRM Telephone: 214-742-5555
Facsimile: 214-742-5545
E-Mail: woltjenlaw@woltjenlaw.com
January 25, 2002
Board of Directors
Global Entertainment Holdings/Equities Inc.
501 Brickell Key Drive, Suite 603
Miami, FL 33131
To the Board of Directors of Global Entertainment Holdings/Equities Inc.:
Global Entertainment Holdings/Equities Inc., a Colorado corporation (the
"Company"), has informed Woltjen Law Firm (the "Firm"), of its intention to file
on or about February 19, 2002 a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"), concerning One
Million Nine Hundred Thousand (1,900,000) shares (the "Shares") of its common
stock, par value $0.001 ("Common Stock"), with the Securities and Exchange
Commission ("SEC"). In connection with the filing of the Registration Statement,
you have requested the Firm's opinion regarding the issuance of Common Stock.
You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in its such filings with the SEC and that
the Company's board of directors has authorized the filing of the Registration
Statement on Form S-8. Based on the these representations and to the best of the
Firm's knowledge, the Firm is of the opinion that the Common Stock will, when
issued pursuant to the provisions of the Plan, be validly issued, fully paid and
non-assessable. This Opinion is conditioned upon the above requirements being
met.
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein, and is further subject to qualifications,
exceptions, and limitations set forth below:
A. The Firm expressly excepts from the opinion set forth herein any opinion
or position as to whether or to what extent a Colorado court or any other
court would apply Colorado law, or the law of any other state or jurisdiction
except the federal law of the United States of America, to any particular
aspect of the facts, circumstances and transactions that are the subject of
the opinion herein contained.
B. In rendering this opinion, the Firm assumed that the Company is satisfying
the various substantive requirements of Form S-8, and the Firm expressly
disclaims any opinion regarding the Company's compliance with such
requirements.
C. The Firm expressly excepts from the opinion set forth herein any opinion
concerning the need for or compliance by any party, and in particular by the
Company, with the provisions of the securities laws, regulations, and/or
rules of the United States of America, the State of Colorado or any other
jurisdiction.
D. In expressing the opinion set forth herein, the Firm assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to the Firm by the Company and its
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representatives. The Firm assumed the accuracy of all statements of fact
contained therein. The Firm further assumed the genuineness of signatures
(both manual and conformed), the authenticity of documents submitted as
originals, the conformity to originals of all copies or faxed copies and the
correctness of all such documents. This opinion is conditioned on all of
these assumptions being correct.
E. The Firm expressly excepts from the opinion set forth herein any opinion
concerning the propriety of any issuance of any shares, and any opinion
concerning the tradability of any shares whether or not issued under the
Registration Statement.
F. The opinion contained herein are rendered as of the date hereof, and the
Firm undertakes no obligation to advise you of any changes in or any new
developments which might affect any matters or opinions set forth herein, and
the Firm hereby disclaims any such obligation.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 (the "Act"), the rules and
regulations of the SEC promulgated thereunder or Item 509 of Regulation S-B
promulgated under the Act. This Opinion may not be used or relied upon by you or
any other person for any purpose whatsoever, except to the extent authorized,
without in each instance the Firm's prior written consent.
Sincerely,
/s/ Kevin S. Woltjen
Woltjen Law Firm
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Exhibit 23
January 23, 2002
Board of Directors
Global Entertainment Holdings/Equities Inc.
501 Brickell Key Drive, Suite 603
Miami, FL 33131
RE: Use of Financial Statements in Form S-8 Registration Statement
Dear Board of Directors:
As independent public accountants for Global Entertainment Holdings/Equities
Inc., a Colorado corporation (the "Company"), we hereby consent to the use of
our report included in the annual report of the Company on Form 10-KSB for the
year ended December 31, 2000 in the Company's Form S-8 registration statement.
Sincerely,
/s/ Clyde Bailey
Clyde Bailey, P.C.
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