AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2003
REGISTRATION NO. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
STAR E MEDIA CORP.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of
Incorporation or Organization)
91-2038162
(I.R.S. Employer
Identification No.)
27171 BURBANK ROAD
LAKE FOREST, CALIFORNIA 92610
(Address of Principal Executive Offices, Including Zip Code)
____________________
2002 Omnibus Securities Plan
(Full Title of the Plan)
____________________
E. G. Abbadessa
27171 Burbank Road
Lake Forest, CA 92610
(949) 581-9477
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
22342 Avenida Empresa, Suite 220
Rancho Santa Margarita, California 92688
(949) 635-1240
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered (3) Price per Share(1) Offering Price Registration Fee
- ----------------------- -------------- ------------------- ------------------ -----------------
Common Stock,
par value $0.001(2) . . 1,200,000 $ 0.30 $ 360,000 $ 33.12
- ----------------------- -------------- ------------------- ------------------ -----------------
TOTAL REGISTRATION FEE. 1,200,000 $ 0.30 $ 360,000 $ 33.12
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the average of the
closing bid and ask price as reported by the NASDAQ Over-The-Counter
Bulletin Board on February 6, 2003.
(2) The securities to be registered represent shares of Common Stock reserved
for issuance under the Star E Media Corp. 2002 Omnibus Securities Plan (the
"Plan"). Pursuant to Rule 416, shares of Common Stock of the Company
issuable pursuant to the exercise of awards granted or to be granted under
the Plan in order to prevent dilution resulting from any future stock
split, stock dividend, or similar transaction, are also being registered
hereunder.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
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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:
(i) The Registrant's Form 10-SB/A dated November 13, 2002, filed with the
Commission on November 15, 2002.
(ii) The Registrant's Quarterly Report dated November 19, 2002 on Form
10-QSB filed with the Commission on November 19, 2002.
(iii) All other reports and documents previously and subsequently filed by
the Registrant before and 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.
The Company's authorized capital stock consists of 100,000,000 shares of Common
Stock, par value $0.001 and 20,000,000 shares of Preferred Stock, par value
$0.001.
The holders of Common Stock are entitled to one vote for each share of record on
all matters to be voted on by shareholders. There is no cumulative voting with
respect to the election of directors or any other matter.
The holders of Common Stock are entitled to receive, ratably, dividends when, as
and if declared by the Board of Directors out of funds legally available
therefore. The current policy of the Board of Directors, however, is to retain
earnings, if any, for the operation and expansion of the Company's business.
Upon liquidation, dissolution, or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets that are legally
available for distribution, after payment of or provision for all debts and
liabilities and after provision is made for each class of stock, if any, having
preference over the Common Stock.
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The holders of Common Stock do not have preemptive, subscription, redemption or
conversion rights under the Company's Articles of Incorporation, as amended.
There are no redemption or sinking fund provisions applicable to the Common
Stock. The outstanding shares of Common Stock are fully paid and nonassessable.
No shares of Preferred Stock are issued or outstanding.
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 The Lebrecht Group, APLC, counsel to the Company.
The Lebrecht Group, APLC, and its principals do not own any of the Company's
stock as of the date hereof.
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. On July 9, 2002, the Board of Directors of the Company, in
accordance with the Bylaws of the Company and applicable sections of the Nevada
Revised Statutes, unanimously approved an Indemnification Agreement between the
Company and each of its directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
3.1(1) Articles of Incorporation of the Registrant, as amended
3.2(1) Bylaws of the Registrant
4.1(1) Star E Media Corp. 2002 Omnibus Securities Plan
4.2(1) Form of Incentive Stock Option Agreement relating to options
granted under the Plan
4.3(1) Form of Non Statutory Stock Option Agreement relating to options
options granted under the Plan
4.4(1) Form of Common Stock Purchase Agreement relating to restricted
stock granted under the Plan
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5.1 Opinion of The Lebrecht Group, APLC.
23.1 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1).
23.2 Consent of Shelley Intl., CPA
___________________
(1) Incorporated by reference to the Registrant's Form 10-SB filed with
the Commission on July 24, 2002.
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.
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Lake Forest, State of California, on February 10,
2003.
Star E Media Corp.
/s/ E. G. Abbadessa
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By: E. G. Abbadessa
Its: President and Director
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/ Gabriel Nassar February 10, 2003
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Gabriel Nassar, Director
/s/ Mehdi Hatamian February 10, 2003
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Mehdi Hatamian, Director
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