-----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, HWw+crE4ZjDWBITrxbZsbeVNuZaYYvTn0Xj6H5bzgoMR4nlKbqtAeub/P2jBgcli KUu7MLKFdaA/FzVFUr5W8w== 0001010549-01-500209.txt : 20010625 0001010549-01-500209.hdr.sgml : 20010625 ACCESSION NUMBER: 0001010549-01-500209 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010622 EFFECTIVENESS DATE: 20010622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICTOR EBNER ENTERPRISES INC CENTRAL INDEX KEY: 0001135207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 134084535 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63658 FILM NUMBER: 1665874 BUSINESS ADDRESS: STREET 1: 545 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125605329 MAIL ADDRESS: STREET 1: 545 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 S-8 1 victor62101s8.txt
As filed with the Securities and Exchange Commission on June 22, 2001 Registration No.: 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VICTOR EBNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 65-0853816 ------- ----------- (State of Incorporation (IRS Employer Identification No.) or Organization) c/o 1660 International Drive, Suite 600 McLean, Virginia 22102 - -------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) CONSULTING AGREEMENT (Full title of the plan) ----------- Christian Ebner Copy To: David J. Levenson 54 Rue du Stand Troutman Sanders Mays & 1211 Geneva 1 Valentine LLP Switzerland 1660 International Drive, Telephone: +41(0)900 108 107 Suite 600 - --------------------------------------- McLean, Virginia 22102 (Name and Address of Agent for Service) Telephone: (703) 734-4328 ----------------------------- CALCULATION OF REGISTRATION FEE ============================================================================================= Proposed Proposed Maximum Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee - --------------------------------------------------------------------------------------------- Common Stock, $.01 par value 200,000 $1.58 $315,000.00 $79.00
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Agreements described herein. (2) Pursuant to Rule 457(h)(1) under the Securities Act, these figures are based upon the average of the high and low prices of the common stock on June 19, 2001, as reported in the OTCBB, and are used solely for the purpose of calculating the registration fee. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Victor Ebner Enterprises, Inc. (the "Company") will furnish shareholders with annual reports containing audited financial statements and with quarterly reports containing unaudited financial statements for the first three quarters of each fiscal year. Copies of these documents, and any other communications sent to the Company's shareholders generally, also will be furnished to all employees (including non-employee directors) eligible to participate in the Company's Consulting Agreement. The Company hereby incorporates herein by reference the following documents filed by the Company with the Commission: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; and (c) The description of the Company's common stock contained in the Company's registration statement on Form 10-SB. All documents filed by the Company after the date of this registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all the Company's common stock offered hereby has been sold or which deregisters such Company common stock then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing 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 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. Title XXXVI, Chapter 607, Section 0850 of the Florida Statutes, as amended, permits a Florida corporation in general to indemnify any of its officers and directors, and any person serving at its request as an officer or director or another corporation or enterprise if he acted in good faith and in a manner which he believed to be in, or not opposed to, the best interest of the corporation. In the event, however, that such person is adjudged liable to the corporation, he will not be entitled to indemnification. Furthermore, unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation. II-1 The Articles of Incorporation of the registrant provide that each director and officer may be indemnified by the Corporation in its Bylaws or by resolution, as may be determined to be in the best interest of the Corporation. The Bylaws do not provide for indemnification. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. An index of Exhibits appears at page II-6 hereof. 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 this 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 Agreement 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) shall not apply to information contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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. (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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 (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 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 of whether such indemnification by it is against policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Geneva, Switzerland, on the 20th day of June, 2001. VICTOR EBNER ENTERPRISES, INC. By: /s/ Christian Ebner ------------------- Christian Ebner President KNOW ALL MEAN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christian Ebner and Jean Braure each of them, such person's true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including any post-effective amendments thereto), 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 to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or would do in person, hereby ratifying and conforming all that said attorney-in-fact and agent, or their 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 by the following persons in the capacities and on the dates indicated: NAME TITLE DATE ---- ----- ---- /s/ Christian Ebner President (Principal June 20, 2001 - ---------------------- Executive and Principal Christian Ebner Financial and Accounting Officer and Director) /s/ Gracia Ebner Director June 20, 2001 - ---------------------- Gracia Ebner /s/ Jacques Bouchard Director June 20, 2001 - ---------------------- Jacques Bouchard /s/ Roberto Bouchard Director June 20, 2001 - ---------------------- Roberto Barros /s/ Jean Braure Director June 20, 2001 - ---------------------- Jean Braure II-4 EXHIBIT INDEX Exhibit Number Exhibit Description - -------------- ------------------- 3.1 Articles of Incorporation of Victor Ebner Enterprises, Inc., incorporated herein by reference to Exhibit 3.1 of the registrant's registration statement on Form 10-SB filed with the Commission on August 1, 2000. 3.2 Bylaws of Victor Ebner Enterprises, Inc., incorporated herein by reference to Exhibit 3.2 of the registrant's registration statement on Form 10-SB filed with the Commission on August 1, 2000. 4.4 Consulting Agreement, by and between Vincent Bon and Victor Ebner Enterprises dated June 3, 2001, filed herewith. 5 Opinion of Troutman Sanders Mays & Valentine LLP, with respect to the validity of the common stock, filed herewith. 23.1 Consent of Stefanou & Company, LLP Independent Public Accountants dated June 20, 2001, filed herewith. 23.3 Consent of Troutman Sanders Mays & Valentine LLP, contained in their opinion filed as Exhibit 5 hereto. II-5 EX-4.4 2 victor62101s8ex44.txt CONSULTING AGREEMENT Exhibit 4.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 3rd day of June, 2001, by and between Vincent Bon whose address is at 69 rue de Lausanne 1202, Geneva, Switzerland (the "Consultant"), and Victor Ebner Enterprises, Inc. ("VEEI") a Florida corporation with an office at 575 Madison Avenue, New York, New York 10022 (the "Client"). WHEREAS, the Consultant is willing and capable of providing various consulting services, hereinafter defined, for and on behalf of the Client; and WHEREAS, the Client desires to retain the Consultant as an independent Consultant and the Consultant desires to be retained in that capacity upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Consulting Services. The Client hereby retains the Consultant as an independent Consultant to the Client and the Consultant hereby accepts and agrees to such retention. The Consultant shall render to the Client such services as set forth on Exhibit A, attached hereto and by reference incorporated herein. 2. Time, Place and Manner of Performance. The Consultant shall be available for advice and counsel to Client and representatives and agents of the Client at such reasonable and convenient times and places as may be mutually agreed upon. Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by the Consultant to any specific service, shall be determined in the sole discretion of the Consultant. 3. Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall terminate upon completion of the services described in Exhibit A. 4. Compensation. In full consideration of the services to be provided for the Client by the Consultant, as fully set forth in Exhibit A, upon execution of this Agreement, the Client agrees to compensate Consultant in the manner set forth on Exhibit B. 5. Expenses. Consultant shall be solely responsible for all anticipated expenses and disbursements to be made in connection with his performance under this Agreement. 1 6. Termination. (a) This Agreement may be terminated at any time by mutual written agreement of the parties hereto. (b) This Agreement shall terminate upon the dissolution, bankruptcy or insolvency of either party. (c) The Client shall have the right and discretion to terminate this Agreement should the Consultant violate any law, ordinance, permit or regulation of any governmental entity which has a material adverse effect on the Consultant's ability to perform under this Agreement. (d) The Client shall have the right and discretion to terminate this Agreement should the Consultant fail to cure, within 15 days after receipt of notice from the Client, any of the following: (i) Any willful breach of duty or habitual neglect of duty by the Consultant; (ii) Any material breach by the Consultant of the obligations in Section 7; or (iii) Any material acts or events which inhibit the Consultant from fully performing his responsibilities under this Agreement in good faith. 7. Confidentiality. The Consultant recognizes and acknowledges that the Consultant has and will have access to certain confidential information of the Client and its affiliates that is valuable, special and unique assets and property of the Client and such affiliates. The Consultant will not, during or after the Term of this Agreement, disclose, without the prior written consent or authorization of the Client, any of such information to any person, except to authorized representatives of the Consultant or his affiliates, for any reason or purpose whatsoever. In this regard, the Client agrees that such authorization or consent to disclosure may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. 8. Conflict of Interest. The Consultant shall be free to perform services for other persons. The Consultant will notify the Client of the Consultant's performance of consulting services for any other person which could conflict with the Consultant's obligations under this Agreement. Upon receiving such notice, the Client may terminate this Agreement or consent to the Consultant's outside consulting activities. 9. Disclaimer of Responsibility for Acts of the Client. The obligations of Consultant described in this Agreement consist solely of the furnishing of information and advice to the Client in the form of services. In no event shall Consultant be required by this Agreement to represent or make management decisions for the Client. All final decisions with respect to acts and omissions of the Client or any affiliates and subsidiaries, shall be those of the Client or its affiliates, and Consultant shall under no circumstances be liable for any expense incurred or loss suffered by the Client as a consequence of such acts or omissions. 2 10. Indemnity. (a) The Client shall protect, defend, indemnify and hold Consultant and his assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys' fees) of every kind and character resulting from or relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by the Client herein; or (B) any legal action, including any counterclaim, to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Client herein; or (c) negligent actions or omissions of the Client or any employee or agent of the Client, or any reckless or willful misconduct, occurring during the Term hereof with respect to any of the decisions made by the Client. (b) The Consultant shall protect, defend, indemnify and hold Client and his assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys' fees) of every kind and character resulting from or relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by the Consultant herein or the failure of the Consultant to abide by all federal and state laws and regulations concerning investor relations, stock promotions, and public disclosure requirements; or (b) any legal action, including any counterclaim, to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by the Consultant or any employee or agent of the Consultant herein; or (c) negligent actions or omissions of the Consultant, or any reckless or willful misconduct, occurring during the Term hereof with respect to any of the decisions made by the Consultant. 11. Notices. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and delivered or sent by registered or certified mail or overnight courier to the principal office of each party. 12. Waiver or Breach. Any waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by any party. 13. Assignment. This Agreement and the rights and obligations of the Consultant hereunder shall not be assignable without the written consent of the Client. 14. Applicable Law. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the Province of British Columbia and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, shall be brought only in a court of competent jurisdiction within the Province of British Columbia. 3 15. Severability and Enforceability. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, the Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. 16. Entire Agreement. This Agreement constitutes and embodies the entire understanding and agreements of the parties and supersedes and replaces all prior understandings, agreements and negotiations between the parties. 17. Waiver and Modification. Any waiver, alteration or modification of any of the provisions of this Agreement shall be valid only if made in writing and signed by the parties hereto. Each party hereto, from time to time, may waive any of its rights hereunder without effecting a waiver with respect to any subsequent occurrence or transactions hereof. 18. Attorneys' Fees and Costs. In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any damages assessed, its attorneys' fees and court costs incurred in litigating or otherwise settling or resolving such dispute . In construing this Agreement, none of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted the same. 19. Counterparts and Facsimile Signatures. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. CONSULTANT: CLIENT: VINCENT BON VICTOR EBNER ENTERPRISES, INC. /s/ Vincent Bon /s/ Christian Ebner - --------------- ------------------- Christian Ebner, President 4 EX-5 3 victor62101s8ex5.txt OPINION OF TROUTMAN SANDERS MAYS & VALENTINE LLP Exhibit 5 [Troutman Sanders Mays & Valentine LLP] June 20, 2001 Board of Directors Victor Ebner Enterprises, Inc. c/o 1660 International Drive, Suite 600 McLean, Virginia 22192 Victor Ebner Enterprises, Inc. ------------------------------ Ladies and Gentlemen: This letter is delivered to you in connection with the actions taken and proposed to be taken by Victor Ebner Enterprises, Inc., a Florida corporation, with respect to the Victor Ebner Enterprises, Inc.'s Consulting Agreement (the "Agreement"). As counsel to Victor Ebner Enterprises, Inc., we have reviewed the registration statement on Form S-8 (the "Registration Statement") to be filed by Victor Ebner Enterprises, Inc. on or about June 20, 2001, with the Securities and Exchange Commission to effect the registration of 200,000 shares of common stock of Victor Ebner Enterprises, Inc. under the Securities Act of 1933 (the "Act") for issuance under the Agreement. In this regard, we have examined the Articles of Incorporation and Bylaws of Victor Ebner Enterprises, Inc., records of proceedings of the Board of Directors of Victor Ebner Enterprises, Inc., the Agreement and such other records and documents as we have deemed necessary or advisable in connection with the opinions set forth herein. In addition, we have relied as to certain matters on information obtained from public officials, officers of Victor Ebner Enterprises, Inc. and other sources believed by us to be reliable. Based upon our examination and inquiries, we are of the opinion that the shares which constitute original issuance securities will, when issued pursuant to the terms and conditions of the Agreement, be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the Commonwealth of Virginia and we express no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Troutman Sanders Mays & Valentine LLP -------------------------------------------- Troutman Sanders Mays & Valentine LLP EX-23.1 4 victor62101s8ex231.txt CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO: Victor Ebner, Inc As independent certified public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8, of our report dated February 4, 2001 included in Victor Ebner, Inc.'s Current Report on Form 8-K dated May 25, 2001 and amended on June 19, 2001, and to all references to our Firm included in this Registration Statement. /s/ STEFANOU & COMPANY, LLP ---------------------------- Stefanou & Company, LLP McLean, Virginia June 20, 2001 -----END PRIVACY-ENHANCED MESSAGE-----