As filed with the U.S. Securities and Exchange Commission on June 8, 2006
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7 TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Colorado 50-0012982
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation
or Organization)
Signature Leisure, Inc.
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(Name of Registrant in Our
Charter)
Stephen W. Carnes
100 Candace Drive 100 Candace Drive
Suite 100 Suite 100
Maitland, Florida 32751 Maitland, Florida 32751
(Address and telephone number of Principal (Name, address and telephone number
Executive Offices and Principal Place of of agent for service)
Business)
5990
(Primary Standard Industrial
Classification Code Number)
Copies to:
Christopher J. DeLise, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131
Telephone: (305)539-3300
Telecopier: (305)358-7095
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
If this Form is filed to register additional securities for an Offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same Offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration
Statement for the same Offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory Note
This Amendment No. 7 to the Registration Statement on Form SB-2 is hereby filed
to incorporate Exhibit 5.1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification Of Our Directors And Officers
Our Articles of Incorporation include an indemnification provision under
which we have agreed to indemnify our director and officer from and against
certain claims arising from or related to future acts or omissions as a director
or officer of Signature Leisure. Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to director, officer and controlling
persons of Signature Leisure pursuant to the foregoing, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
Other Expenses Of Issuance And Distribution
The following table sets forth estimated expenses expected to be incurred
in connection with the issuance and distribution of the securities being
registered. We will pay all of the expenses in connection with this Offering.
Securities and Exchange Commission Registration Fee $ 787.00
Printing and Engraving Expenses $ 2,500.00
Accounting Fees and Expenses $ 15,000.00
Legal Fees and Expenses $ 50,000.00
Miscellaneous $ 16,717.00
TOTAL $ 85,000.00
Recent Sales Of Unregistered Securities
We have issued the following securities in the past three years without
registering them under the 1933 Act:
2003
On January 20, 2003, we transferred our photography business and
substantially all of our assets back to our former president (and majority
shareholder) in exchange for the cancellation of all of our common stock held by
the president (150,000 shares). Also, on January 20, 2003, we issued 27,000
shares of our common stock to new management in exchange for establishing our
new business plan. The value of the transaction could not be objectively
measured as the services were rendered by related parties. The shares were
valued by the sole director at $0.40 per share based on the estimated fair value
of the services. Stock-based compensation expense of $10,800 was recognized in
the financial statements for the year ended December 31, 2003.
On January 27, 2003, we executed a 20-for-1 stock dividend for
shareholders of record on January 24, 2003. As a result of the stock dividend,
the number of common shares issued and outstanding increased from 38,500 to
808,500.
Effective April 28, 2003, we granted a consultant options to purchase
15,000 shares of our common stock. The options' exercise prices range from
$12.00 to $30.00 and expire on April 28, 2005. We determined the fair value of
the options in accordance with SFAS 123 and recorded stock-based compensation
expense of $125,000 in the accompanying financial statements.
During the year ended December 31, 2003, we issued 9,375 shares of its
common stock to attorneys in exchange for legal services. The shares issued were
valued based on the market value of our common stock on the transaction dates,
ranging from $8.40 to $10.40 per share. Stock-based compensation expense of
$90,000 was recognized in the accompanying financial statements for the year
ended December 31, 2003.
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During the year ended December 31, 2003, Signature Leisure entered into a
securities purchase agreement for the sale of $500,000 of our common stock. The
initial purchase was for $250,000 resulting in the issuance of 1,472,320 common
$.0001 par value shares to a single foreign purchaser in exempted transactions
under Regulation "D", Section 4(2), and Section 4(6) of the 1933 Act.
During the year ended December 31, 2003, we issued 12,500 shares of our
common stock in exchange for stock Offering costs. The shares issued were valued
based on the market value of our common stock on the transaction dates, or
approximately $8.40 per share. Offering costs of $105,000 were recognized as an
offset to common stock sale proceeds for the year ended December 31, 2003.
During the year ended December 31, 2003, we issued 1,625 shares of its
common stock to consultants in exchange for health and fitness consulting
services. The shares issued were valued based on the market value of our common
stock on the transaction dates, ranging from $8.40 to $10.40 per share.
Stock-based compensation expense of $16,138 was recognized in the financial
statements for the year ended December 31, 2003.
During the year ended December 31, 2003, we issued 24,872 shares of its
common stock to consultants in exchange for public relations services. The
shares issued were valued based on the market value of our common stock on the
transaction dates, ranging from $6.80 to $10.40 per share. Stock-based
compensation expense of $238,692 was recognized in the financial statements for
the year ended December 31, 2003.
During the year ended December 31, 2003, we issued 67,950 shares of its
common stock to consultants in exchange for business consulting services. The
shares issued were valued based on the market value of our common stock on the
transaction dates, ranging from $2.40 to $10.40 per share. Stock-based
compensation expense of $430,240 was recognized in the financial statements for
the year ended December 31, 2003.
Except as otherwise indicated above, all of the foregoing transactions
which occurred in 2003-2006, were exempt from registration pursuant to Section
4(2) of the 1933 Act and Regulation D promulgated thereunder.
2004
On January 20, 2004, we issued 1,000,000 shares of common stock to
Katalyst Capital Group as a commitment fee related to the SEDA. With respect to
the sale of unregistered securities referenced herein, this transaction was
exempt from registration pursuant to Section 4(2) of the 1933 Act, and
Regulation D promulgated under the 1933 Act.
On January 30, 2004, Mr. Carnes approved the issuance of 2,500 common
shares issued at $2.00 a share on January 30, 2004 valued at $5,000 issued to
Equitilink, LLC for investor relations services provided to Signature Leisure
Inc.
During October 2004, Mr. Carnes approved the issuance of 7,500,000 shares
of our restricted common stock as payment of $450,000 of his accrued
compensation.
Except as otherwise indicated above, all of the foregoing transactions
which occurred in 2003-2006, were exempt from registration pursuant to Section
4(2) of the 1933 Act and Regulation D promulgated thereunder.
2005
On April 28, 2005, the Company issued 1,000,000 shares of common stock to
Katalyst Capital Group as payment of $15,000 for a commitment fee in connection
with the SEDA. The market price of the Company's common stock on the transaction
date was $0.03 per share with a volume of no shares traded.
On April 28, 2005, Mr. Carnes approved the issuance of 40,000,000 shares
of our restricted common stock as payment of $600,000 of his accrued
compensation (consisting of accrued bonuses). On the date of issuance, our
common stock had a traded market value of approximately $0.03. Mr. Carnes valued
the stock issuance at $0.015 per share (a 50% discount from the traded market
value).
On December 30, 2005, the Company issued 1,142,851 shares of common stock
to Matt Lettau, a consultant, for a total cash sales price of $20,000 resulting
in a price of $0.0175 per share. The market price of the Company's common stock
on the transaction date was a low of $0.105, high of $0.146 per share with a
volume of 7,683,800 shares traded.
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The shares were issued as exempted transactions under Section 4(2) of the
1933 Act and are subject to Rule 144 there under. The recipient(s) of our stock
took their shares for investment purposes without a view to distribution.
Furthermore, they had access to information concerning our Company and our
business prospects; there was no general solicitation or advertising for the
purchase of our shares; there were no commissions paid; and the securities are
restricted pursuant to Rule 144.
Additionally, the Company issued the following shares in 2005:
During the 12 month period ended December 31, 2005, we issued 12,895,550
shares of our $0.001 par value common stock to Andra Espinoza, a consultant, as
compensation for services. The shares issued were unrestricted pursuant to an
S-8 Registrations filed with the SEC, as amended, on April 27, 2005 and valued
at $154,672.
During the 12-month period ended December 31, 2005, we issued 8,675,000
shares of our $0.001 par value common stock to Ed Miers, a consultant, as
compensation for services. The shares issued were unrestricted pursuant to an
S-8 Registrations filed with the SEC, as amended, on April 27, 2005 and valued
at $204,875.
During the 12 month period ended December 31, 2005, we issued 10,975,000
shares of our $0.001 par value common stock to Evan Weybright, a consultant, as
compensation for services. The shares issued were unrestricted pursuant to an
S-8 Registrations filed with the SEC, as amended, on April 27, 2005 and valued
at $245,250.
During the three month period ended December 31, 2005, we issued 1,000,000
shares of our $0.001 par value common stock to Cynthia Wainwright as
compensation for services. The shares issued were unrestricted pursuant to an
S-8 Registration filed with the SEC on April 27, 2005 and valued at $7,750.
During the three month period ended December 31, 2005, we issued 1,200,000
shares of our $0.001 par value common stock to Matt Lettau as compensation for
services. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on April 27, 2005 and valued at $20,750.
During the three month period ended December 31, 2005, we issued 2,500,000
shares of our $0.001 par value common stock to Joe Barrett as compensation for
services. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on April 27, 2005 and valued at $20,625.
During the three month period ended December 31, 2005, we issued 350,000
shares of our $0.001 par value common stock to Robert Thomas as compensation for
services. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on April 27, 2005 and valued at $3,687.
During the three month period ended December 31, 2005, we issued 500,000
shares of our $0.001 par value common stock to Irving Einhorn as compensation
for services. The shares issued were unrestricted pursuant to an S-8
Registration filed with the SEC on April 27, 2005 and valued at $3,875.
During the three month period ended December 31, 2005, we issued 200,000
shares of our $0.001 par value common stock to July Tomasi as compensation for
services. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on April 27, 2005 and valued at $1,650.
2006
During the three month period ended March 31, 2006, we issued 6,00,000
shares of our $0.001 par value common stock to Andra Espinoza as compensation
for services. The shares issued were unrestricted pursuant to an S-8
Registration filed with the SEC on April 27, 2005 and valued at $373,200.
During the three month period ended March 31, 2006, we issued 500,000
shares of our $0.001 par value common stock to Evan Weybright as compensation
for services. The shares issued were unrestricted pursuant to an S-8
Registration filed with the SEC on April 27, 2005 and valued at $30,000.
During the three month period ended March 31, 2006, we issued 1,000,000
shares of our $0.001 par value common stock to Cynthia Wainwright as
compensation for services. The shares issued were unrestricted pursuant to an
S-8 Registration filed with the SEC on April 27, 2005 and valued at $63,300.
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During the three month period ended March 31, 2006, we issued 500,000
shares of our $0.001 par value common stock to Matt Lettau as compensation for
services. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on April 27, 2005 and valued at $30,000.
During the three month period ended March 31, 2006, we issued 2,000,000
shares of our $0.001 par value common stock to Edward Miers as compensation for
services. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on April 27, 2005 and valued at $133,200.
During the three month period ended March 31, 2006, we issued 500,000
shares of our $0.001 par value common stock to July Tomasi as compensation for
services. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on April 27, 2005 and valued at $33,300.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION LOCATION
2.0 Form of Common Stock Share Certificate of Incorporated by reference filed as an exhibit to
Signature Leisure, Inc. Registration Statement on Form 10-SB filed on May
6, 2004
3.0 Amended and Restated Articles of Incorporation of Incorporated by reference filed as an exhibit to
Signature Leisure, Inc. Registration Statement on Form 10-SB filed on May
6, 2004
3.1 Amended and Restated Bylaws of Signature Leisure, Incorporated by reference filed as an exhibit to
Inc. Registration Statement on Form 10-SB filed on May
6, 2004
3.1 Articles of Incorporation as amended, Amendment to Incorporated by reference filed as an exhibit to
Articles of Incorporation as filed with the Registration Statement on Form 10-SB filed on May
Colorado Secretary of State on July 14, 2004 6, 2004
3.2 Bylaws Incorporated by reference filed as an exhibit to
Registration Statement on Form 10-SB filed on May
6, 2004
5.1 Opinion re: Legality Provided herewith
10.1 Closing Document for Parker Productions - by and Incorporated by reference filed as an exhibit to
between Signature Leisure, Inc. and Parker Registration Statement on Form 10-SB filed on May
Productions, February 15, 2005 6, 2004
10.2 Letter of Intent - Acquisition of Assets of Parker Incorporated by reference filed as an exhibit to
Productions, by and between Signature Leisure, Registration Statement on Form 10-SB filed on May
Inc. and Jill Reynolds, Parker Productions, 6, 2004
November 12, 2004
10.3 Standby Equity Distribution Agreement, dated Incorporated by reference to the Company's form
January 20, 2005 between Katalyst Capital Group, SB-2 filed on February 14, 2005
Ltd. and Signature Leisure, Inc.
10.4 Placement Agent Agreement dated July 7, 2005 Incorporated by reference to the Company's form
between Spencer - Clarke, LLC, and Signature SB-2 filed on July 11,2005
Leisure, Inc.
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EXHIBIT NO. DESCRIPTION LOCATION
10.5 Escrow Agreement dated January 20, 2005 between Incorporated by reference to the Company's form
Signature Leisure, Inc. and Marchena and Graham SB-2 filed on February 14, 2005
10.6 Promissory Note dated August 31, 2005 issued to Incorporated by reference to the Company's
Evan R. Weybright Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.7 Promissory Note dated March 25, 2004 issued to Incorporated by reference to the Company's
Edward Miers Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.8 Promissory Note dated September 22, 2005 issued to Incorporated by reference to the Company's
Edward Miers Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.9 Promissory Note dated September 6, 2005 issued to Incorporated by reference to the Company's
Stephen W. Carnes Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.10 Promissory Note dated September 6, 2005 issued to Incorporated by reference to the Company's
Stephen W. Carnes Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.11 Promissory Note dated February 9, 2005 issued to Incorporated by reference to the Company's
Katalyst Capital Group, Ltd. Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.12 Promissory Note dated April 19, 2005 issued to Incorporated by reference to the Company's
Katalyst Capital Group, Ltd. Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.13 Promissory Note dated December 2, 2004 issued to Incorporated by reference to the Company's
Katalyst Capital Group, Ltd. Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.14 Employment Agreement with Stephen W. Carnes dated Incorporated by reference to the Company's
September 3, 2003 Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.15 DocSTAR Domestic Dealer Agreement between DocSTAR Incorporated by reference to the Company's
and E Cubed Technologies, Inc. dated August, 2005 Amendment No. 2 to Form SB-2 filed on December 1,
2005
10.16 Manheim Automotive Financial Services, Inc. Credit Incorporated by reference to the Company's
Agreement dated March, 29 2004 Amendment No. 4 to Form SB-2 filed on April 27,
2006
10.17 Manheim Automotive Financial Services, Inc. Incorporated by reference to the Company's
Subordination Agreement dated March, 29 2004 Amendment No. 4 to Form SB-2 filed on April 27,
2006
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EXHIBIT NO. DESCRIPTION LOCATION
10.18 Individual Guaranty between Stephen W. Carnes and Incorporated by reference to the Company's
Manheim Automotive Financial Services Inc. dated Amendment No. 4 to Form SB-2 filed on April 27,
March, 29 2004 2006
10.19 Promissory Note dated March, 29 2004 issued to Incorporated by reference to the Company's
Manheim Automotive Financial Services, Inc. Amendment No. 4 to Form SB-2 filed on April 27,
2006
10.20 American Finance Corporation Credit Agreement Incorporated by reference to the Company's
dated February, 16 2004 Amendment No. 4 to Form SB-2 filed on April 27,
2006
10.21 American Finance Corporation Guaranty dated Incorporated by reference to the Company's
February, 17 2004 Amendment No. 4 to Form SB-2 filed on April 27,
2006
14 Code of Ethics Incorporated by reference to the Company's Form
SB-2 filed on July 11, 2005
23.1 Consent re: Legal Opinion Incorporated by reference to Exhibit5.1
23.2 Consent of Cordovano and Honeck, LLP Incorporated by reference to the Company's Form
SB-2 filed on June 5, 2006
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum Offering range may be
reflected in the form of Prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate Offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii) Include any additional or changed information on the
plan of distribution.
(2) For determining liability under the 1933 Act, the Company will
treat each such post-effective amendment as a new Registration Statement of the
securities offered, and the Offering of such securities at that time to be the
initial bona fide Offering.
(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.
(4) For determining liability of the undersigned small business
issuer under the 1933 Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
Offering of securities of the undersigned small business issuer pursuant to this
Registration Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any preliminary Prospectus or Prospectus of the
undersigned small business issuer relating to the Offering required to be filed
pursuant to Rule 424;
(ii) Any free writing Prospectus relating to the Offering
prepared by or on behalf of the undersigned small business issuer or used or
referred to by the undersigned small business issuer;
(iii) The portion of any other free writing Prospectus
relating to the Offering containing material information about the undersigned
small business issuer or its securities provided by or on behalf of the
undersigned small business issuer; and
(iv) Any other communication that is an offer in the Offering
made by the undersigned small business issuer to the purchaser.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to our director, officer and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
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 small business 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 1933 Act, and will be governed by the
final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this Registration Statement
to be signed on our behalf by the undersigned, on June 8, 2006.
Date: June 8, 2006 SIGNATURE LEISURE, INC.
By: /s/ Stephen W. Carnes
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Name: Stephen W. Carnes
Title: President, Principal Accounting Officer and
Principal Financial Officer
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been duly signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: June 8, 2006 SIGNATURE LEISURE, INC.
By: /s/ Stephen W. Carnes
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Name: Stephen W. Carnes
Title: Sole Director
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