-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BEZHRfJ7tmY86K+QGHgO4UC5N9LLpAOd3dN+3MSDIY2kC1x4r1HfRpjLDuoT5dce 7MtkV6Qt1Pj6BVBh9hL9tg== 0001000096-99-000131.txt : 19990312 0001000096-99-000131.hdr.sgml : 19990312 ACCESSION NUMBER: 0001000096-99-000131 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990311 EFFECTIVENESS DATE: 19990311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETROSPETTIVA INC CENTRAL INDEX KEY: 0001015383 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 954298051 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-74257 FILM NUMBER: 99563375 BUSINESS ADDRESS: STREET 1: 8825 WEST OLYMPIC BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 11, 1999. Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- RETROSPETTIVA, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) ----------- California 94-4298051 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ----------- 8825 West Olympic Blvd., Beverly Hills, CA 90211 ------------------------------------------------- (Address of principal executive offices) (Zip Code) 1996 Stock Option Plan (Full title of the plan) Hamid R. Vaghar, Chief Financial Officer 8825 West Olympic Blvd. Beverly Hills, CA 90211 (310) 657-1745 --------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to public: From time to time after the Registration Statement becomes effective. -------------------------------- Exhibit Index Begins at Page II-6
==================================================================================================== CALCULATION OF REGISTRATION FEE ==================================================================================================== Title of Amount to be Proposed Proposed Amount of Securities Registered(1) Maximum Maximum Registration to be Offering Aggregate Fee Registered Price Per Offering Security(2) Price(2) - ---------------------------------------------------------------------------------------------------- Common Stock, 2,786,930 Shares $4.4375 $12,367,001 $3648. no par value ====================================================================================================
(1) This Registration Statement, pursuant to Rule 416, covers any additional shares of no par value Common Stock ("shares") which become issuable under the 1996 Employee Stock Plan ("Plan") set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares outstanding. (2) Estimated solely for the purpose of computing the amount of the Registration fee under Rule 457 of the Securities Act of 1933, as amended. A total of 2,786,930 shares are issuable under the Plan at an offering price per share based upon the closing price of the Common Stock on the NASDAQ National Market on March 8, 1999 of $4.4375 per share. ii
RETROSPETTIVA, INC. PART I Cross Reference Sheet Required by Item 501 Item in Form S-8 Caption In Prospectus ---------------- --------------------- 1. General Plan Information.................... Cover Page; Selling Stockholders; Description of the Plan; Tax Consequences 2. Registrant Information and Employee Plan Annual Information................................. Available Information 3. Incorporation of Documents by Reference................................ Incorporation by Reference 4. Description of Securities................... Description of the Plan; Applicable Securities Laws Restrictions 5. Interests of Named Experts and Counsel................................. Legal Matters 6. Indemnification of Directors and Officers...................... SEC Position Regarding Indemnification 7. Exemption from Registration Claimed..................................... Not Applicable 8. Exhibits.................................... Not Applicable (See Part II, Item 8) 9. Undertakings................................ Not Applicable (See Part II, Item 9)
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to the requirements of the Note to Part I of Form S-8 and Rule 428(b)(1) of the Rules under the Securities Act of 1933, as amended, the information required by Part I of Form S-8 is included in the Reoffer Prospectus which follows. The Reoffer Prospectus together with the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement constitute the Section 10(a) Prospectus. iii REOFFER PROSPECTUS The material which follows, up to but not including the page beginning Part II of this Registration Statement, constitutes a prospectus, prepared on Form S-3, in accordance with General Instruction C to Form S-8, to be used in connection with resales of securities acquired under the Registrant's 1996 Employee Stock Plan by directors of the Registrant, as defined in Rule 405 under the Securities Act of 1933, as amended. iv 2,786,930 SHARES OF COMMON STOCK RETROSPETTIVA, INC. --------------- 1996 STOCK OPTION PLAN --------------- We are offering on behalf of certain of our employees, officers, directors and consultants up to 2,786,930 shares of our no par value common stock purchasable by such employees, officers, directors and consultants pursuant to common stock options under our 1996 Stock Option Plan. As of this date 2,681,634 options issued under the Plan are outstanding. --------------- This prospectus will be used by our non-affiliates as well as persons who are "affiliates" to resell the shares. We will not receive any part of the proceeds of such sales although we will receive the exercise price for the stock options. --------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- No person is authorized to give any information or to make any representation regarding the securities we are offering and investors should not rely on any such information. The information provided in the prospectus is as of this date only. ---------------- The date of this Prospectus is March 11, 1999. 1 AVAILABLE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, including Sections 14(a) and 14(c) relating to proxy and information statements, and in accordance therewith we file reports and other information with the Securities and Exchange Commission. Reports and other information which we file can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; 7 World Trade Center, New York, New York 10048; and 5670 Wilshire Boulevard, Los Angeles, California 90036. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. Our Common Stock is traded on the NASDAQ National Market under the symbol "RTRO." Reports, proxy and information statements may also be inspected at the NASDAQ National Market offices, 1735 K Street Northwest, Washington, D.C. 20006 and on the Commission=s Web site at www.sec.gov We furnish annual reports to our shareholders which include audited financial statements. We may furnish such other reports as may be authorized, from time to time, by our Board of Directors. INCORPORATION BY REFERENCE Certain documents have been incorporated by reference into this prospectus, either in whole or in part. We will provide without charge (1) to each person to whom a prospectus is delivered, upon written or oral request, a copy of any and all of the information that has been incorporated by reference (not including exhibits to the information unless such exhibits are specifically incorporated by reference into the information), and (2) documents and information required to be delivered to directors pursuant to Rule 428(b). Requests for any information shall be addressed to us at 8825 West Olympic Blvd., Beverly Hills, CA 90211, (310) 657-1745. 2 TABLE OF CONTENTS ----------------- INTRODUCTION................................................................ 4 SELLING STOCKHOLDERS........................................................ 5 METHOD OF SALE.............................................................. 6 SEC POSITION REGARDING INDEMNIFICATION....................................... 6 DESCRIPTION OF THE PLAN...................................................... 6 APPLICABLE SECURITIES LAW RESTRICTIONS....................................... 8 TAX CONSEQUENCES............................................................. 8 LEGAL MATTERS................................................................ 9 EXPERTS ..................................................................... 9 3 INTRODUCTION We contract for the manufacture of a variety of garments, primarily basic women=s activewear, sportswear and businesswear which include skirts, blouses, blazers, pants, shorts, vests and dresses, using assorted fabrics including rayons, linens, cotton and wool. We offer such garments to customers under our own labels and under private labels selected by our customers. We market our products to * large wholesalers * national retailers including department stores * women's chain clothing stores Most of our garments are sold on a "package" basis pursuant to which we market at fixed prices finished garments to the customer's specifications and quantity requirements, arrange for production of the garments and deliver the garments directly to the customer at the port of entry. In our marketing, we emphasize these package arrangements and what we believe to be the better quality and lower prices of garments produced by skilled Macedonian workers as compared to lower paid workers in certain other regions. As a package provider, we purchase fabrics and trims, arrange for cutting and sewing, and coordinate any other services required to provide a completed garment. Since we manufacture our finished products only upon receipt of purchase orders from our wholesale and retail customers, and do not maintain an inventory of finished products, we believe that we minimize the marketing and fashion risk generally associated with the apparel industry. Fabrics and trims are purchased from suppliers in China, India, Russia, Romania, Italy and the United States. After dying the fabric, if necessary, the fabric and trim are shipped to factories selected by us (located in Macedonia) where they are manufactured into completed garments under our management and quality control guidance. The apparel industry is highly competitive and consists of numerous manufacturers, importers, and distributors. Many of our competitors are significantly larger, more diversified and have significantly greater financial, distribution, marketing, name recognition and other resources than we. We believe we have certain competitive advantages resulting from our relationship with Macedonian manufacturers including (1) the availability in Macedonian factories of highly skilled workers at relatively lower costs in more economically developed regions, (2) a lack of quotas and lower tariffs in the importation into the United States of finished goods from Macedonia, and (3) lower shipping costs and faster garment delivery as a result of the closer geographical proximity to the United States of our Macedonian contract manufacturers compared to manufacturers in the Pacific Rim nations. 4 We were organized in November 1990 initially to manufacture and import textile products from Italy including finished garments and fabrics. By 1993, we were purchasing fabrics from firms and factories around the world and contracting for the manufacture of finished garments in Macedonia for importation into the United States. Our executive offices are located at 8825 West Olympic Blvd., Beverly Hills, California 90211, and our telephone number is (310) 657-1745. SELLING STOCKHOLDERS This Prospectus covers possible sales by our officers, directors and affiliates of shares they acquire through exercise of stock options ("options") granted under the 1996 Stock Option Plan ("Plan"). The names of such individuals who may be Selling Stockholders from time to time are listed below, along with the number of shares of common stock currently owned by them and the number of shares offered for sale. The number of shares offered for sale may be updated in supplements to this prospectus, which will be filed with the Securities and Exchange Commission in accordance with Rule 424(b) under the Securities Act of 1933, as amended. The address of each individual is in care of us at 8825 West Olympic Blvd., Beverly Hills, California 90211, and our telephone number is (310) 657-1745. Number of Name of Selling Shareholdings Shares Offered Stockholder Number(1) Percent(1) For Sale ----------- --------- ---------- -------- Borivoje Vukadinovic(2) 2,404,054 46.3 1,458,070 Michael D. Silberman(3) 175,735 2.4 119,128 Ivan Zogovic 81,712 1.6 81,712 Mojgan Keywanfar 81,712 1.6 81,712 Hamid R. Vaghar 50,000 1.0 50,000 S. William Yost 23,826 * 23,826 Donald E. Tormey 23,826 * 23,826 Philip E. Graham 23,826 * 23,826 Frank Tribble (4) 213,748 4.1 213,748 - ---------- * Less than 1%. 5 (1) Includes all stock options exercisable within 60 days from the date hereof, including stock options issued under the Plan. (2) Includes stock options to purchase 1,458,070 shares. (3) Includes stock options to purchase 119,128 shares. (4) Under an employment agreement with us, Mr. Tribble was granted an aggregate of 600,000 stock options exercisable at $2.50 per share, of which 85,000 options have vested and the remaining 515,000 options will vest at the rate of 42,916 options per month for the 12 months commencing March 1999. The prospectus covers all 600,000 options. METHOD OF SALE Sales of the shares offered by this prospectus will be made on the Nasdaq National Market, where our common stock is listed for trading, in other markets where our common stock may be traded or in negotiated transactions. Sales will be at prices current when the sales take place and will generally involve payment of customary brokers' commissions. There is no present plan of distribution. SEC POSITION REGARDING INDEMNIFICATION Our Articles of Incorporation and Bylaws provide for indemnification of officers and directors, among other things, in instances in which they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, our best interests and in which, with respect to criminal proceedings, they had no reasonable cause to believe their conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or persons controlling us under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission, indemnification is against public policy as expressed in that Act and is therefore unenforceable. DESCRIPTION OF THE PLAN In May 1996 our Board of Directors approved the Plan for the benefit of our employees, officers, directors and consultants. We believe that the Plan provides an incentive to individuals to act as employees, officers, directors and consultants and to maintain a continued interest in our operations. All options were issued under Section 422A of the Internal Revenue Code, and include qualified and non-qualified stock options. The terms of the Plan provide that we are authorized to grant options to purchase shares of common stock to our employees, officers, directors and consultants upon the majority consent of our Compensation Committee. Any 6 employee, officer, director or consultant is eligible to receive options under the Plan. The option price to be paid by optionees for shares under qualified stock options must not be less than the fair market value of the options shares as reported by the Nasdaq National Market on the date of the grant. The option price for nonqualified stock options must not be less than 85% of such fair market value. Options must be exercised within 10 years following the date of grant (or sooner at the discretion of the Compensation Committee), and the optionee must exercise options during service to us or within three months of termination of such service (12 months in the event of death on disability). The Compensation Committee may extend the termination date of an option granted under the Plan. A total of 2,786,930 shares of our authorized but unissued common stock have been reserved for issuance pursuant to the Plan of which 2,681,634 options are currently outstanding at exercise prices ranging from $.63 to $6.75 per share. In the event of a change in control of our company (as defined in the Plan), all outstanding options become immediately exercisable. Options under the Plan may not be transferred, except by will or by the laws of intestate succession. The number of shares and price per share of the options under the Plan will be proportionately adjusted to reflect forward and reverse stock splits. The holder of an option under the Plan has none of the rights of a shareholder until shares are issued. The Plan is administered by the Compensation Committee (consisting of not less than two disinterested directors) which has the power to interpret the Plan, determine which persons are to be granted options and the amount of such options. The provisions of the Federal Employee Retirement Income Security Act of 1974 do not apply to the Plan. Shares issuable upon exercise of options will not be purchased in open market transactions but will be issued by us from authorized shares. Payment for shares must be made by optionees in cash from their own funds. No payroll deductions or other installment plans have been established. No reports will be made to optionees under the Plan except in the form of updated information for the prospectus. There are no assets administered under the Plan, and, accordingly, no investment information is furnished herewith. Shares issuable under the Plan may be sold in the open market, without restrictions, as free trading securities. No options may be assigned, transferred, hypothecated or pledged by the option holder. No person may create a lien on any securities under the Plan, except by operation of law. However, there are no restrictions on the resale of the shares underlying the options. The Plan will remain in effect until May, 2006 but may be terminated or extended by our Board of Directors. Additional information concerning the Plan and its administrators may be obtained from us at the address and telephone number indicated under "Incorporation by Reference" above. 7 APPLICABLE SECURITIES LAW RESTRICTIONS If the optionee is deemed to be an "affiliate" (as that term is defined under the Securities Act of 1933, as amended), the resale of the shares purchased upon exercise of options covered hereby will be subject to certain restrictions and requirements. Our legal counsel may be called upon to discuss these applicable restrictions and requirements with any optionee who may be deemed to be an affiliate, prior to exercising an option. In addition to the requirements imposed by the Securities Act of 1933, the antifraud provisions of the Securities Exchange Act of 1934 and the rules thereunder (including Rule 10b-5) are applicable to any sale of shares acquired pursuant to options. Up to 2,786,930 shares may be issued under the Plan. We have authorized 15,000,000 shares of common stock, of which 2,900,000 shares were outstanding as of February 28, 1999. Common shares outstanding and those to be issued upon exercise of options are fully paid and nonassessable, and each share of stock is entitled to one vote at all shareholders' meetings. All shares are equal to each other with respect to lien rights, liquidation rights and dividend rights. There are no preemptive rights to purchase additional shares by virtue of the fact that a person is a shareholder of the Company. Shareholders do not have the right to cumulate their votes for the election of directors. Our directors must comply with certain reporting requirements and resale restrictions pursuant to Sections 16(a) and 16(b) of the Securities Exchange Act of 1934 and the rules thereunder upon the receipt or disposition of any options. TAX CONSEQUENCES If an option is exercised and if the optionee does not dispose of the shares acquired pursuant to the exercise within two years of the date of the granting of the option nor within one year from the transfer of the shares pursuant to exercise of the options, then there will not be any federal income tax consequences to us from either the exercise of the option or the receipt of the proceeds with respect to the exercise of the option. In such circumstances, the optionee would not be required to recognize any taxable income upon the exercise of the option. Furthermore, the sale of the shares received pursuant to the exercise of the option would result in long-term capital gain or long-term capital loss to the optionee based on the difference between the amount received with respect to such sale and the amount paid upon the exercise of the option. If an optionee exercised an option and sold the shares acquired pursuant to such exercise either within two years from the date of the granting of the option or within one year from the date of the transfer of such shares to him pursuant to his exercise of the option, then in general we would be entitled to a deduction for federal income tax purposes equal to lessor of: (i) the fair market value of the stock on the date of exercise over the option price of the stock; or (ii) the amount realized on disposition over the adjusted basis of the stock. The optionee would recognize income equal to the amount of our deduction. Our deduction would be allowed, and the optionee's income would be taxable, in 8 the year the optionee disposed of the shares. However, if the disposition occurs within two years of the date of the grant and the disposition is a sale or exchange with respect to which a loss, if sustained, would be recognized (generally any disposition other than to a related party), then the optionee's income and our deduction would not exceed the excess (if any) of the amount realized on such sale or exchange over the adjusted basis of such shares. We expect that optionees will be required to exercise their options within five years from the date of grant although optionees may hold the shares issuable upon exercise of the options indefinitely. For options exercised after 1987, an individual generally must include in alternative minimum taxable income the amount by which the option price paid is exceeded by the fair market value at the time the individual's rights to the shares are freely transferable or are not subject to a substantial risk of forfeiture. The alternative minimum tax is payable only if the alternative minimum tax exceeds the regular income tax liability. The provision of Section 401(a) of the Code, relating to "qualified" pension, profit sharing and stock bonus plans, do not apply to the options or underlying shares covered hereby. LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed on for us by Gary A. Agron, 5445 DTC Parkway, Suite 520, Englewood, Colorado 80111. EXPERTS Our financial statements incorporated by reference to our definitive Prospectus dated September 23, 1997 and our Annual Report on Form 10KSB covering the years ended December 31, 1996 and 1997, were audited by AJ. Robbins, P.C., independent public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference. 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference The Registrant hereby incorporates by reference in this Registration Statement the following documents previously filed with the Securities and Exchange Commission: (a) The Registrant's definitive Prospectus dated September 23, 1997, included in the Registrant's Registration Statement on Form SB-2, file no. 333-29295 under the Securities Act of 1033 (the "Act"), which includes the Registrant's audited financial statements for the years ended December 31, 1996 and 1995. (b) The Registrant's Annual Report on Form 10KSB for the year ended December 31, 1997. (c) The Registrant's quarterly reports on Form 10-QSB for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934. (d) The description of the Registrant's common stock contained in the Registrant's Registration Statement on Form SB-2 under the Act, file no. 333-29295, including any amendments or reports filed for the purpose of updating such description. (e) The Registrant's Registration Statement on Form S-8 dated January 8, 1998, Sec File No. 333-43957. (f) All other reports and subsequent reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after 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 at the time of such amendment will be deemed to be incorporated by reference into this Registration Statement 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 by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or II-1 supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Registrant's Articles of Incorporation provide that liability of directors to the Registrant for monetary damages is eliminated to the full extent provided by California law. Under California law, a director is not personally liable to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its shareholders ; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for authorizing the unlawful payment of a dividend or other distribution on the Registrant=s capital stock or the unlawful purchases of its capital stock; or (iv) for any transaction from which the director derived any improper personal benefit. The effect of this provision in the Articles of Incorporation is to eliminate the rights of the Registrant and its shareholders (through shareholders' derivative suits on behalf of the Registrant) to recover monetary damages from a director for breach of the fiduciary duty of care as a director (including any breach resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (iv) above. This provision does not limit or eliminate the rights of any securityholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director's duty of care or any liability for violation of the federal securities laws. Insofar as indemnification for liabilities arising under the 1993 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 1933 Act and is, therefore, unenforceable. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The following is a list of Exhibits filed as part of the Registration Statement: II-2 4. 1996 Stock Option Plan. (1) 4.1 Form of 1996 Incentive Stock Option Agreement under the 1996 Stock Option Plan (1) 4.2 Form of 1996 Non-Statutory Stock Option Agreement under the 1996 Stock Option Plan. (1) 5.03 Opinion of Gary A. Agron 23.05 Consent of AJ. Robbins, P.C., independent certified public accountants (1) Incorporated by reference to the Registrant's Registration Statement on Form S-8 dated January 8, 1998, SEC File No. 333-43957. Item 9. Undertakings The 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; to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (2) 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 Registration Statement; (3) that, for the purpose of determining any liability under the Securities Act of 1933, each 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; and (4) 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 Plan. The Registrant hereby undertakes to deliver or cause to be delivered with the prospectus to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 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 payment by the Registrant of expenses incurred or II-3 paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant 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 Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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, thereunto duly authorized, in the City of Beverly Hills, State of California, on this 10 day of March, 1999 RETROSPETTIVA, INC. By: /s/ Borivoje Vukadinovic ------------------------------ Borivoje Vukadinovic Chief Executive Officer 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ Borivoje Vukadinovic President, Chief Executive Officer, March 10, 1999 - ------------------------------------ Borivoje Vukadinovic and Director /s/ Hamid R. Vaghar Chief Financial Office (Principal March 10, 1999 - ------------------------------------ Hamid R. Vaghar Accounting Officer) /s/ Ivan Zogovic Manager - Export/Import March 10, 1999 - ------------------------------------ Ian Zogovic and Director /s/ Mojgan Keywanfar Controller, Secretary and Director March 10, 1999 - ------------------------------------ Mojgan Keywanfar /s/ Donald E. Tormey Director March 10, 1999 - ------------------------------------ Donald E. Tormey /s/ Michael D. Silberman Director March 10, 1999 - ------------------------------------ Michael D. Silberman /s/ Donald E. Torney Director March 10, 1999 - ------------------------------------ Donald E. Torney /s/ Phillip E. Graham Director March 10, 1999 - ------------------------------------ Phillip E. Graham
II-5 EXHIBIT INDEX Exhibit No. Exhibit Page No. ----------- ------- -------- 5.03 Opinion of Gary A. Agron 23.06 Consent of AJ. Robbins, P.C., independent certified public accountants II-6 EX-5.03 2 OPINION March 8, 1999 Retrospettiva, Inc. 8825 West Olympic Blvd. Beverly Hills, CA 90211 Gentlemen: We have assisted in the preparation and filing of Retrospettiva, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission relating to 2,786,930 shares of no par value Common Stock (the "Option Shares") of the Company issuable upon exercise of options granted under the Company's 1996 Stock Option Plan (the "Option"). We have examined such records and documents and have made such examination of laws as we considered necessary to form a basis for the opinions set forth herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies thereof. Based upon and subject to the foregoing, we are of the opinion that the Option Shares have been duly authorized and reserved for issuance and such Option Shares, when issued in accordance with the terms of the Option against payment therefor, will be duly and validly issued, fully paid and nonassessable. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Securities Act of 1933, as amended, and applicable state laws relating to the offer and sales of securities. We consent to the filing of a copy of this opinion in the Registration Statement and the use of our opinion in connection herewith. Very truly yours, /s/ Gary A. Agron --------------------------- Gary A. Agron GAA/bmj EX-23.06 3 CONSENT CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the use of our report dated February 6, 1998 on the financial statements of Retrospettiva, Inc., and to the reference made to our firm under the caption "Experts" included in or made part of this Registration Statement. AJ. ROBBINS, P.C. CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS Denver, Colorado March 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----