SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MARX TOYS AND ENTERTAINMENT CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 06-1469654
------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 South 15th Street
Sebring, Ohio 44672
-----------------------------------
(Address of Principal Executive Office) (Zip Code)
Commission File No.: 000-25037
Various Compensation Agreements
- --------------------------------------------------------------------------------
(Full title of the plan)
Robert Bamberry, President
101 South 15th Street
Sebring, Ohio 44672
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(330) 938-1749
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
-------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
- ----------------------------------------------------------------------------------------------------
Common Stock, 12,800,000 $0.004 $51,200 $6.48
par value $.0001
per share
5,000,000 $.005
Common Stock, 1,000,000 $.01
par value $.0001 1,000,000 $.015
per share underlying 1,000,000 $.02
Options 1,000,000 $.025
1,000,000 $.03 $125,000 $15.83
Total $22.31
- ----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on October 22, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
----------------
The Company is offering shares of its common stock to various individuals for
consulting or legal services on the Company's behalf.
ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
------------------------------------------------
Registrant will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Robert Bamberry, President, 101 South 15th Street Sebring, Ohio 44672 (330)
938-1749.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
The following documents previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:
1. Marx Toys and Entertainment Corp.'s Annual Report on Form 10-KSB for
the year ended December 31, 2003;
2. Marx Toys and Entertainment Corp.'s Quarterly Reports on Form 10-QSB
for the quarters ended March 31, 2004 and June 30, 2004; and
3. All reports filed by Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since June 30, 2004.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement 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 herein by reference and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated herein by reference will be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part thereof.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Nevada law provides that a director or an officer of a corporation
will not be personally liable to the corporation or its stockholders for any
damages as a result of any act or failure to act in his capacity as a director
or officer unless it is proven that (i) his act or failure to act constituted a
breach of his fiduciary duties as a director or officer, and (ii) his breach of
those duties involved intentional misconduct, fraud or a knowing violation of
law. This limitation of liability does not apply to liabilities arising under
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Nevada law provides that a corporation may indemnify its directors
and officers, as well as other employees and individuals, against attorneys'
fees and other expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any
threatened, pending or completed actions, suits or proceedings in which such
person was or is a party or is threatened to be made a party by reason of such
person being or having been a director, officer, employee or agent of the
corporation, provided such person 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. However, indemnification is not available to such person if (i) his
act or failure to act constituted a breach of his fiduciary duties as a director
or officer, and (ii) his breach of those duties involved intentional misconduct,
fraud or a knowing violation of law.
The Nevada General Corporation Law provides that the foregoing
provisions are not exclusive of other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.
The Company's bylaws provide that the Company is required to indemnify
each director, officer and employee against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him in connection
with any proceeding to which he may be made a party, or in which he may become
involved, by reason of being or having been a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another entity, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
unless he is adjudged guilty of willful misfeasance or malfeasance in the
performance of his duties. In the event of a settlement, the Company will
indemnify him only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Company.
The Company's bylaws also permit the Company to obtain insurance on
behalf of any director or officer for any liability arising out of his or her
actions in a representative capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable
ITEM 8. EXHIBITS.
--------
3.1 Articles of Incorporation of the Company, as amended - Incorporated
by reference from the Company's Amended Report on
Form 10SB, filed with the Commission on November 6, 1998,
and as amended thereafter, and incorporated herein by
reference.
3.2 By-laws of the Company, as amended - Incorporated
by reference from the Company's Amended Report on
Form 10SB, filed with the Commission on November 6, 1998,
and as amended thereafter, and incorporated herein by
reference.
4.1 Agreement with Edward T. Whelan
4.2 Agreement with Shai Z. Stern and Seth Farbman
4.3 Option to Edward T. Whelan
5.1 Opinion Michael S. Krome
23.1 Consent of Kempisty & Company Certified Public Accountants, PC
Consent of Michael S. Krome (included in Exhibit 5.1)
ITEM 9. UNDERTAKINGS.
The undersigned, the Company, hereby undertakes:
(a)(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 (the "Securities Act");
(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,
represents a fundamental change in the information set forth in the registration
statement;
(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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 Securities and Exchange Commission
such indemnification is against pubic 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it 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, hereunto duly
authorized, in Garden City, State of New York on October 27, 2004.
Marx Toys and Entertainment Corp.
By: /s/ Robert Bamberry
------------------------------
Robert Bamberry
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Robert Bamberry, his 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 or all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, 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 below by the following persons in the
capacities and on the date indicated:
Signature Title Date
- ---------- ----- ----
(1) Principal Executives
/s/ Robert Bamberry President, CEO, CFO October 27, 2004
- --------------------------
Robert Bamberry
(2) Directors
/s/ Robert Bamberry Chairman of the Board October 27, 2004
- -------------------------- of Directors
Robert Bamberry
/s/ Jay Horowitz Director October 27, 2004
- --------------------------
Jay Horowitz
/s/ Eric Ryan Director October 27, 2004
- --------------------------
Eric Ryan
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1 Articles of Incorporation of the Company, as amended - Incorporated
by reference from the Company's Amended Report on
Form 10SB, filed with the Commission on November 6, 1998,
and as amended thereafter, and incorporated herein by
reference.
3.2 By-laws of the Company, as amended - Incorporated
by reference from the Company's Amended Report on
Form 10SB, filed with the Commission on November 6, 1998,
and as amended thereafter, and incorporated herein by
reference.
4.1 Agreement with Edward T. Whelan
4.2 Agreement with Shai Z. Stern and Seth Farbman
4.3 Option to Edward T. Whelan
5.1 Opinion of Michael S. Krome
23.1 Consent of Kempisty & Company Certified Public Accountants, PC
Consent of Michael S. Krome (included in Exhibit 5.1)