-----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, IE7pNjeYB4tjj9yT9ADafe0UeAYOcPig60yy/i9VqiVRuoPIomdDW4gTa3jdo0U6 SaFy2/mpceyK0RsVpGe98g== 0001010549-04-000580.txt : 20040908 0001010549-04-000580.hdr.sgml : 20040908 20040908113519 ACCESSION NUMBER: 0001010549-04-000580 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040908 DATE AS OF CHANGE: 20040908 EFFECTIVENESS DATE: 20040908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URBAN TELEVISION NETWORK CORP CENTRAL INDEX KEY: 0000806171 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 222800078 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-106308 FILM NUMBER: 041019926 BUSINESS ADDRESS: STREET 1: 2707 SOUTH COOPER STREET 2: SUITE 119 CITY: ARLINGTON STATE: TX ZIP: 76015 BUSINESS PHONE: 817-303-7449 MAIL ADDRESS: STREET 1: 2707 SOUTH COOPER STREET 2: SUITE 119 CITY: ARLINGTON STATE: TX ZIP: 76015 FORMER COMPANY: FORMER CONFORMED NAME: WASTE CONVERSION SYSTEMS INC DATE OF NAME CHANGE: 19960118 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH EQUITIES INC DATE OF NAME CHANGE: 19870731 S-8 POS 1 urbans8pos090704.txt Registration No. 333-106308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ URBAN TELEVISION NETWORK CORPORATION (Exact name of registrant as specified in its charter) Nevada 22-2800078 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2707 S. Cooper St., Ste 119 Arlington, TX 76015 (817) 303-7449 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------- URBAN TELEVISION NETWORK CORPORATION 2003 Non-Qualified Stock Grant and Option Plan (Full title of the Plan) -------- Randy Moseley Executive Vice President and Chief Financial Officer 2707 S. Cooper St., Ste 119 Arlington, TX 76015 (817) 303-7449 (Address, including zip code, and telephone number, including area code, of agent for service) -------- CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of each class maximum maximum Amount of of securities Amount to be offering aggregate Registration to be registered registered(1) price per share(2) offering price(2) fee Common Stock, 4.800,000 $.0.20 $960,000.00 $121.64 par value $.0001 shares
(1) Represents the maximum number of shares which may be distributed pursuant to this Registration Statement. (2) Estimated solely for purposes of calculating the registration fee based on the closing price of the Registrant's common stock as reported on the OTC Bulletin Board on August 31, 2004, or $.20 per share. PURPOSE OF REGISTRATION STATEMENT This Registration Statement is being filed in accordance with General Instruction E. of Form S-8. Under Registrant's Registration Statement on Form S-8 (No. 333-106308), 2,000,000 shares of Common Stock, par value $.0001 per share ("Common Stock"), of Urban Television Network Corporation (the "Registrant") were registered for issuance under the Urban Television Network Corporation 2003 Non-Qualified Stock Grant and Option Plan (the "Plan"). In August 2004, the Board of Directors of Registrant approved an amendment of the Plan to increase the maximum number of shares of Common Stock that may be issued pursuant to the Plan from 2,000,000 to 6,800,000. This Registration Statement covers the additional 4,800,000 shares of Common Stock that may be issued under the Plan in accordance with the three amendments to the Plan described above. SIGNATURES The Registrant 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 requirement 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 Fort Worth, State of Texas on August 31, 2004. URBAN TELEVISION NETWORK CORPORATION By \S\ Lonnie G. Wright --------------------- Lonnie G. Wright, Chief Executive Officer and President 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/ Lonnie G. Wright Director; Chief Executive August 31, 2004 - -------------------- Officer and President; Lonnie G. Wright (Principal Executive Officer) /S/ Randy Moseley Director; Chief Financial August 31, 2004 - ---------------------- Officer and Executive Vice President; Randy Moseley (Principal Financial Officer and Principal Accounting Officer) /S/ Edward Maddox Director August 31, 2004 - ---------------------- Edward Maddox /S/ Clayton Wilkinson Director August 31, 2004 - ---------------------- Clayton Wilkinson /S/ Carl Olivieri Director August 31, 2004 - ---------------------- Carl Olivieri /S/ Jacob R. Miles III Director August 31, 2004 - ---------------------- Jacob R. Miles III /S/ Marc Pace Director August 31, 2004 - ---------------------- Marc Pace /S/ Stanley Woods Director August 31, 2004 - ---------------------- Stanley Woods EXHIBITS INDEX Exhibit Number Description - ------ ----------- 4.1 Urban Television Network Corporation 2003 Non-Qualified Stock Grant and Option Plan (incorporated herein by reference to Registrant's Registration Statement on Form S-8 (Commission File No. 333-106308), Exhibit 10.0). 4.2 Director Consent Approving Amendment to Urban Television Network Corporation 2003 Non-Qualified Stock Grant and Option Plan. 5.1 Opinion of Frederick F. Hoelke 23.1 Consent of Comiskey & Company, P.C. 23.2 Consent of Frederick F. Hoelke (included in Exhibit 5.1 to this Registration Statement). EX-4.2 2 urbans8posex42090704.txt DIRECTOR CONSENT Exhibit 4.2 URBAN TELEVISION NETWORK CORPORATION UNANIMOUS WRITTEN CONSENT OF DIRECTORS August 31, 2004 The undersigned, constituting all of the directors of URBAN TELEVISION NETWORK CORPORATION, a Nevada corporation (the "Company"), waiving all notice, hereby consent to the taking of the following action without the holding of a meeting and hereby adopt the following resolutions which shall have the same force and effect as if adopted by a unanimous vote at a meeting called to consider and act upon the same: WHEREAS, the Board of Directors of the Company has approved the creation of a plan to award shares of the Company's common stock, par value $.0001 per share ("Common Stock"), or options to purchase shares of Common Stock, to selected certain directors, officers, employees of and certain persons rendering service to the Company, all in accordance with the terms, provisions, and conditions set forth in the Urban Television Network Corporation 2003 Non-Qualified Stock Grant and Option Plan (the "Plan"); and further WHEREAS, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (the "Registration Statement") respecting the 2,000,000 shares of Common Stock that may be issued pursuant to the Plan; WHEREAS, the Board of Directors of the Company now desires to amend the Plan to increase from 2,000,000 to 6,800,000 the maximum number of shares of Common Stock that may be issued pursuant to the Plan; NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company hereby approves the amendment of the second sentence of Section 4 of the Plan, so that such sentence shall henceforth read in its entirety as follows: "The aggregate number of shares subject to stock grants and options will not exceed 6,800,000 shares of Stock (subject to adjustment as provided in Section 5.6)." AND FURTHER RESOLVED, that the appropriate officers of the Company be and hereby are authorized, empowered and directed, for and on behalf of the Company, to prepare or cause to be prepared, and to execute and file with the Commission, pursuant to the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, another Registration Statement on Form S-8 to register the additional shares of Common Stock that may be issued pursuant to the Plan, in such form as the officers shall approve, such approval to be conclusively evidenced by the executing officers' execution thereof; and further RESOLVED, that the appropriate officers of the Company be and each of them hereby is authorized, empowered and directed to do and perform all such acts and things and to enter into and execute for and on behalf of the Company all such documents which, in the judgment of the officer taking such action, are necessary or appropriate to effectuate and carry out the purposes and intent of the foregoing resolutions. IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the first date above written. /s/Lonnie G. Wright /s/ Randy Moseley - ------------------------ ------------------------ Lonnie G. Wright Randy Moseley /s/ Edward Maddox /s/ Clayton Wilkinson - ------------------------ ------------------------ Edward Maddox Clayton Wilkinson /s/ Carl Olivieri /s/ Jacob R. Miles III - ------------------------ ------------------------ Carl Olivieri Jacob R. Miles III /s/ Marc Pace /s/ Stanley Woods - ------------------------ ------------------------ Marc Pace Stanley Woods EX-5.1 3 urbans8posex51090704.txt OPINION OF FREDERICK F. HOELKE Exhibit 5.1 Frederick F. Hoelke Attorney-at-Law 24165 IH-10 West, Suite 410 San Antonio, Texas 78257 Telephone: 210/444-0999 Fax: 210/444-0996 August 31, 2004 United States Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 RE: Post-Effective Amendment No. 1 to Registration Statement on Form S-8 Under the Securities Act of 1933 Gentlemen: I have acted as counsel for Urban Television Network Corporation, a Nevada corporation (the "Company"), in connection with the amendment of the Urban Television Network Corporation 2003 Non-Qualified Stock Grant and Option Plan (the "Plan") to provide for 4,800,000 additional shares of the common stock, $.0001 par value (the "Common Stock"), which may be issued pursuant to the terms, provisions and conditions thereof, and in connection with Post-Effective Amendment No. 1 to Registration Statement No. 333-106308 on Form S-8 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of the 4,800,000 additional shares. In such capacity, I have examined originals, or copies certified or otherwise identified to my satisfaction, of the following documents: 1. Charter documents of the Company on file with the Secretary of State of Nevada; 2. Bylaws of the Company, as amended to date; 3. The Plan; 4. The records of corporate proceedings relating to the authorization and amendment of the Plan; and 5. Such other instruments and documents as I have deemed necessary for the purpose of rendering the following opinion. In such examination, I have assumed the authenticity and completeness of all documents, certificates and records submitted to me as originals, the conformity to the original instruments of all documents, certificates and records submitted to me as copies, and the authenticity and completeness of the originals of such instruments. As to certain matters of fact relating to this opinion, I have relied on the accuracy and truthfulness of certificates of officers of the Company and on certificates of public officials, and have made such investigations of law as I have deemed necessary and relevant. Based on the foregoing, and having due regard for such legal considerations as I believe relevant, I am of the opinion that the Common Stock has been duly and validly authorized by the Company and, when issued in accordance with the Plan, will be duly and validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement pursuant to which the Common Stock will be registered with the Commission. My consent shall not be deemed an admission that I am an expert whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, /s/ Frederick F. Hoelke Frederick F. Hoelke EX-23.1 4 urbans8posex231090704.txt CONSENT OF COMINSKEY & COMPANY, P.C. Exhibit 23.1 - ------------ CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Form S-8 of our audit report dated December 10, 2003 on the consolidated financial statements of Urban Television Network Corporation and subsidiaries, which covered the consolidated balance sheets as of September 30, 2003 and 2002, and the related consolidated statements of operations, capital deficits and cash flows for each of the years ended September 30, 2003 and 2002. Denver, Colorado September 7, 2004 /s/ Comiskey & Company PROFESSIONAL CORPORATION -----END PRIVACY-ENHANCED MESSAGE-----