-----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, EekNBBT6A6hFG52C08gjwLwn9/c0Rfi7DhlUGKGHcH4x+NbHaM9ha0o9brBlQSdu MPA5fSsM3RI4uheSokfQKg== 0001157523-05-010149.txt : 20051115 0001157523-05-010149.hdr.sgml : 20051115 20051115155633 ACCESSION NUMBER: 0001157523-05-010149 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051115 EFFECTIVENESS DATE: 20051115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPIC MEDIA INC CENTRAL INDEX KEY: 0000859174 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 330735929 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129710 FILM NUMBER: 051206632 BUSINESS ADDRESS: STREET 1: 9756 CHARLEVILLE BLVD SUITE B CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-922-7773 MAIL ADDRESS: STREET 1: 9756 CHARLEVILLE BLVD SUITE B CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL ENVIRONMENTAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19900112 S-8 1 a5020635.txt EPIC MEDIA S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EPIC MEDIA, INC. ---------------- (Exact Name of Company as specified in its charter) California 000-50579 33-0735929 - ------------------------ --------------------- -------------- (State of Incorporation) (Commission File No.) (IRS Employer ID Number) 9756 Charleville Blvd. Beverly Hills, CA 90212 ----------------------- (Address of principal executive offices) CONSULTING AGREEMENT BETWEEN EPIC MEDIA, INC., AND J. BENNETT GROCOCK ------------------ (Full title of the Agreement) Nicolas A. Czuczko, CEO EPIC Media, Inc. 9756 Charleville Blvd. Beverly Hills, CA 90212 ----------------------- (Name and address of agent for service) Company's telephone number: (310) 922-7773 CALCULATION OF REGISTRATION FEE
- ----------------------- --------------------------- -------------------- -------------------- ------------------------ Proposed Maximum Proposed Maximum Title of Securities Amount to be Registered Offering Price Per Aggregate Offering Amount of Registration to be Registered Share(2) Price(2) Fee - ----------------------- --------------------------- -------------------- -------------------- ------------------------ Common Shares 200,000(1) $0.55 $110,000 $25 - ----------------------- --------------------------- -------------------- -------------------- ------------------------
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover such indeterminable number of shares of common stock as may become issuable with respect to any of the registered shares pursuant to antidilution provisions in the Plan. (2) The proposed maximum offering price per share is estimated solely for purpose of calculating the registration fee in accordance with Rule 457(F)(2). 1 PART I INFORMATION REQUIRED IN THE PROSPECTUS Pursuant to the Note to Part I of Form S-8, the Plan Information specified by Part I is not being filed with the Securities and Exchange Commission as such information is either contained in the consulting agreement or legal services agreement between the Registrant and each of the participants or provided to each of the participants in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such consulting agreements, legal services agreements, additional information, and the information incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus: a. The Company's registration statement on Form 10SB12G filed on July 22, 2005, and all amendments thereto; All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document 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 subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any 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. The Company is authorized to issue 100,000,000 Shares of Common Stock, no-par value. There are 25,250,000 Shares of the Company's Common Stock issued of which 22,750,000 are outstanding and 2,500,000 are held as Treasury Shares. Of the 25,250,000 shares issued, 15,250,000 shares were offered and sold in private transactions, exempt from registration with the United States Securities and Exchange Commission. The remaining 10,000,000 shares were issued pursuant to a Reg. A Offering registered under the Securities Act of 1933 and declared effective (SEC File No. 24-3650-HQ). The Offering was also registered in the States of California, New York, Massachusetts, Oregon and Illinois. The commencement of the Offering took place on March 16, 1998. The holders of the Company's Common Stock are entitled to one vote per share in each matter to be voted on by the shareholders. Holders of the Company's Common Stock are be entitled to receive ratably such dividends as may 2 be declared by the Board of Directors out of funds legally available for distribution after all dividends payable or in arrears are paid to the preferred shareholders. With respect to any proposed "going private" transaction, sale, liquidation, or any other form of disposition of all or substantially all of the Company's assets, holders of the Common Stock have the right to a ratable portion of the assets remaining after payment of all indebtedness and payments to shareholders of the Company's Preferred Stock. Stockholders of the Company have no preemptive rights or other rights to subscribe for additional shares. No shares of Common Stock have conversion rights or are subject to redemption. There are no provisions in the by-laws that would delay, defer or prevent a change in control of the Company. The Company's bylaws permit cumulative voting. Every shareholder entitled to vote shall be entitled to one vote for each share held, except for the election of directors. In an election for directors, if a candidate's name has been placed in nomination prior to the voting and one or more names has been placed in nomination prior to the voting and one or more shareholders has given notice at the meeting prior to the voting of the shareholder's intent to cumulate the shareholder's votes, then every shareholder entitled to vote may cumulate votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares which the shareholder is entitled to vote, or distribute the vote on the same principle among as many candidates as the shareholder chooses. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Upon demand of any shareholder made before the voting begins, the election of directors shall be by ballot. Transfer Agent, Registrar and Warrant Agent The Company has appointed Fidelity Transfer Company, 1800 S. West Temple., Ste 301, Salt Lake City, UT 84115, telephone: 801-484-7222, as transfer agent and registrar for the Common Stock and Preferred Stock. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. J. Bennett Grocock, counsel to the Registrant for the purpose of this Registration Statement, owns 200,000 common shares of the Registrant, covered by this registration statement. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to Article II of our Articles of Incorporation and Article VII of our By-Laws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of California. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in said Act and is, therefore, unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 3 ITEM 8. EXHIBITS. Exhibit Number Description - -------------- ----------- 4 Consulting Agreement between EPIC Media, Inc., and J. Bennett Grocock dated as of November 9, 2005. 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Moore & Associates, Chartered, Independent Certified Public Accountants. 23.2 Consent of The Business Law Group (Included in Exhibit 5). ITEM 9. UNDERTAKINGS 1. The Registrant hereby undertakes: (a) 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 the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the formation set forth in the registration statement (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (b) 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 bonafide offering thereof. (c) 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. 2. The 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 11th day of November, 2005. EPIC MEDIA, INC. By: /s/ Nicholas A. Czuczko ----------------------------------- Nicholas A. Czuczko, CEO In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Nicholas A. Czuczko Director 11/11/05 - --------------------------------------- -------- Nicholas A. Czuczko /s/ James M. Hollman Director 11/11/05 - --------------------------------------- -------- James M. Hollman /s/ John Yeung Director 11/11/05 - --------------------------------------- -------- John Yeung 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EPIC MEDIA, INC. (Exact name of Issuer as specified in its charter) EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4 Consulting Agreement between EPIC Media, Inc., and J. Bennett Grocock dated as of November 9, 2005. 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Moore & Associates, Chartered, Independent Certified Public Accountants. 23.2 Consent of The Business Law Group (Included in Exhibit 5). 6 EX-4 2 a5020635ex4.txt EXHIBIT 4 Exhibit 4 CONSULTING AGREEMENT This CONSULTING AGREEMENT ("Agreement") is entered into as of this 9th day of November, 2005, by and between EPIC MEDIA, INC., a California corporation (the "Company"), and J. BENNETT GROCOCK ("Consultant"). 1. Engagement of Consultant. The Company hereby engages Consultant to provide the Company corporate legal services. 2. Compensation. As a compensation for his services provided herein, the Company shall pay to Consultant each month a consulting fee in the amount of $10,000. The Company may issue to Consultant shares of the Company's common stock, no par value, in lieu of compensation. 3. Expenses. Company shall assume and shall be responsible for all expenses incurred by Consultant and shall be responsible for all disbursements made in Consultant's activities. 4. Relationship of the Parties; Consultant's Limitations of Authority. Except as otherwise specifically set forth in this Agreement, Consultant shall have no authority to represent Company as an agent of Company. Consultant shall have no authority to bind Company by any contract, representation, understanding, act, or deed concerning Company. Except as otherwise specifically set forth herein, neither the making of this Agreement nor the performance of any part of the provisions hereof shall be construed to constitute Consultant as an employee, agent or representative of Company for any purpose, nor shall this Agreement be deemed to establish a joint venture or partnership. 5. Miscellaneous Provisions. 5.1 Entire Agreement; Binding Effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior agreements or understandings between the parties. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and authorized assigns. 5.2. Modification. This Agreement may be modified only upon the execution of a written agreement signed by both of the parties. 5.3 Waivers. No failure on the part of either party hereto to exercise, and no delay in exercising, any right, power, or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power, or remedy hereunder preclude any other or further exercises thereof or the exercise of any other right, power, or remedy. 5.4 Governing Law; Venue and Jurisdiction. This Agreement shall be deemed to have been entered into in, and for all purposes shall be governed by, the laws of the State of Florida, without regard to Florida's choice of law decisions. The parties agree that any action brought by either party against the other in any court, whether federal or state, shall be brought within Orange County, Florida, in the applicable state and federal judicial districts and do hereby waive all questions of personal jurisdiction or venue for the purpose or carrying out this provision. 7 In witness whereof, the parties hereto have executed this Agreement as of the date and year first above written. "COMPANY" EPIC MEDIA, INC. By: ---------------------------- Nicholas A. Czuczko, CEO "CONSULTANT" -------------------------------- J. Bennett Grocock 8 EX-5 3 a5020635ex5.txt EXHIBIT 5 Exhibit 5 OPINION AND CONSENT OF LEGAL COUNSEL The Business Law Group Attorneys at Law 255 S. Orange Ave., Suite 1201 Orlando, FL 32801 November 9, 2005 Board of Directors EPIC Media, Inc. 9756 Charleville Blvd. Beverly Hills, CA 90212 Gentlemen: We have acted as special securities counsel to EPIC Media, Inc. (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") covering registration under the Securities Act of 1933, as amended, of the 200,000 shares of the Company's common stock, no par value per share (the "Shares") issuable pursuant to the Consulting Agreement between EPIC Media, Inc., and J. Bennett Grocock dated as of November 9, 2005 (the "Agreement"), attached as exhibit to the Registration Statement for which this opinion is provided. As such, we have examined the Registration Statement and such other documents of the Company, as we deemed appropriate under the circumstances. Based upon the foregoing, and assuming that the Shares will be issued as set forth in the Agreement, at a time when effective, and that there will be full compliance with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states in which the Shares may be sold, we are of the opinion that, upon issuance of the Shares according to the Registration Statement and receipt of the consideration to be paid for the Shares, the Shares will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. This opinion does not cover any matters related to any re-offer or re-sale of the Shares by the firm, once issued pursuant to the Agreement as described in the Registration Statement. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof. We assume no duty to communicate with the Company in respect to any matter, which comes to our attention hereafter. Very truly yours, /s/ THE BUSINESS LAW GROUP Consent: We consent to the use of our opinion dated November 9, 2005, as an exhibit to the Registration Statement of Epic Media, Inc., and to the reference to our firm in the Registration Statement. /s/ THE BUSINESS LAW GROUP 9 EX-23.1 4 a5020635ex23_1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Moore & Associates, Chartered Las Vegas, Nevada EPIC Media, Inc. 9756 Charleville Blvd. Beverly Hills, CA 90212 We hereby consent to the incorporation by reference in the Registration Statement on Form S-8, of our report dated July 15, 2005, with respect to the financial statements of EPIC Media, Inc. included in its registration statement on Form 10SB12G, filed with the Securities and Exchange Commission, which have been incorporated by reference in its entirety in the Registration Statement on Form S-8. November 10, 2005 Moore & Associates, Chartered Las Vegas, Nevada 10 -----END PRIVACY-ENHANCED MESSAGE-----