-----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, ONQYrWbULFTalDtQbdM1AthaGmaYxfIY+q4i3E0rNO3Aug28spqGN/DU8NuO2e/B 8HVXbbsV3/ZQzDwh2vu+vQ== 0001002334-99-000035.txt : 19990222 0001002334-99-000035.hdr.sgml : 19990222 ACCESSION NUMBER: 0001002334-99-000035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990219 EFFECTIVENESS DATE: 19990219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS ENTERTAINMENT NETWORK INC CENTRAL INDEX KEY: 0000872588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 943125854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72689 FILM NUMBER: 99546228 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PK E 23RD FL STREET 2: STE 2300 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105510011 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST STREET 2: 23RD FLOOR CITY: LAS ANGELES STATE: CA ZIP: 90067 S-8 1 REG STATEMENT FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LAS VEGAS ENTERTAINMENT NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 94-3125854 (State or other jurisdiction of (I.R.S. Employer Identifi- incorporation or organization) cation Number) 1801 Century Park East, Suite 2300, Los Angeles, California 90067 (Address of Principal Executive Offices) (Zip Code) Issuance of Shares to Officer 1999 Stock Compensation Plan (Full Title of the plans) Joseph A. Corazzi, President, Las Vegas Entertainment Network, Inc. 1801 Century Park East, Suite 2300, Los Angeles, California 90067 (Name and address of agent for service) (310) 551-0011 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE Proposed securities Proposed maximum to be Amount to be maximum offering aggregate offering Amount of registered registered price per unit price registration fee Common Stock(1) 2,000,000 $2.03125 (2) $4,235,156.20 $1,249.37
(1) Includes up to 2,000,000 shares issuable under the 1999 Stock Compensation Plan, 85,000 shares to one officer and reoffers of such ---- shares. (2) The registration fee is based upon the closing sale price of the common stock as reflected on NASDAQ on February 11, 1999, $1,253.75 ---- paid on February 18, 1999. PROSPECTUS LAS VEGAS ENTERTAINMENT NETWORK, INC. Up to 2,000,000 Shares of Common Stock Receivable Under the 1999 Stock Compensation Plan, 85,000 Shares to one Officer and Reoffered by Means of this Prospectus This Prospectus shall be supplemented from time to time as the identity of the officers and directors and shares to be reoffered by them becomes known Selling shareholders will offer their shares on NASDAQ, on the over the counter market or on any national securities exchange if the common stock is then listed on such exchange. Selling shareholders, if control persons, are required to sell their shares in accordance with the volume limitations of Rule 144 under the Securities Act of 1933, which restricts sales in any three month period to the greater of 1% of the total outstanding common stock or the average weekly trading volume of the Company's common stock during the four calendar weeks immediately preceding such sale. It is expected that persons effecting transactions will be paid the normal and customary commissions for market transactions. AVAILABLE INFORMATION Las Vegas Entertainment Network, Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports, as well as proxy statements and other information filed by the Company with the Commission, can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its Regional Offices located at 150 Causeway Street, Boston, Massachusetts 02114, 1375 Peachtree Street N.E., Suite 788, Atlanta, Georgia 30367, 411 West Seventh Street, 8th Floor, Fort Worth, Texas 76102, 410 Seventeenth Street, Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building, Philadelphia, Pennsylvania 19106, 26 Federal Plaza, Room 1028, New York, New York 10278, 5757 Wilshire Boulevard, Los Angeles, California 90036-3648, Everett McKinley Dirksen Building, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, Washington, D.C. 20549. 2 SELLING STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of common stock owned by each officer and director of the Company selling common stock pursuant to this Prospectus as of February 18, 1999 and after giving effect to the sale of common stock pursuant to this Prospectus. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to shares beneficially owned.
Before Offering After Offering Name and Address Number Number of Beneficial Owner of Shares Percent of Shares Percent Joseph A. Corazzi 324,794 15.3% 239,794 11.3% 1801 Century Park East Suite 2300 Los Angeles, California 90067(2)
*less than 1% (1) As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date. (2) Includes 118,294 shares owned by Mr. Corazzi; 6,500 shares issuable under an option granted to Mr. Corazzi under the Company's Stock Option Plan, and 200,000 shares issuable under options not granted under the Stock Option Plan. INFORMATION WITH RESPECT TO THE COMPANY This Prospectus is accompanied by the Company's Annual Report on Form 10-KSB for the year ended October 31, 1998 or the latest Annual Report on Form 10-KSB and Quarterly Reports on Form 10-QSB filed subsequent thereto. These Annual and Quarterly Reports as well as all other reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are hereby incorporated by reference in this Prospectus and may be obtained, without charge, upon the oral or written request of any person to the Company at 1801 Century Park East, Suite 2300, Los Angeles, California 90067, telephone (310) 551-0011. INDEMNIFICATION 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. 3 PART II Item 3. Incorporation of Documents by Reference. The Registrant incorporates the following documents by reference in the registration statement: (a) The Company's Annual Report on Form 10-KSB filed for the year ended October 31, 1998; (b) A description of securities is incorporated by reference from the Registrant's Registration Statement on Form S-1, File No. 33-39047, and specifically Amendment No. 6 to such registration statement filed on February 19, 1992. All other documents filed in the future by Registrant after the date of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which deregisters the securities covered hereunder which remain unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel The principal of Hand & Hand, Jehu Hand, who has provided an opinion regarding the legality of the securities registered hereby, may receive shares of common stock hereunder. Item 6. Indemnification of Officers and Directors The Company's Bylaws and Section 145 of the Delaware General Corporation Law provide for indemnification of directors and officers against certain liabilities. Officers and directors of the Company are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful. The Company's Certificate of Incorporation further provides that a director of the Company shall not be personally liable for monetary damages to the Company or its shareholders for breach of any fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the unlawful payments of dividends or stock redemption by the Company or (iv) for any transaction from which the director derives an improper personal benefit. Item 7. Exemption from Registration Claimed On February 18, sales are expected to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof covering transactions not involving any public offering or not involving any "offer" or "sale". As a condition precedent to each sale or gift, the respective purchaser was or will be required to execute an investment letter and consent to the imprinting of a restrictive legend on each stock certificate received from the Company. II-1
Item 8. Exhibits 3. Exhibits 3.1 Certificate of Incorporation of the Company, as amended.(1) 3.2 Bylaws of the Company.(1) 3.3 Amendment to the Certificate of Incorporation.(4) 3.4 Adopted Amendment to Certificate of Incorporation regarding preferred stock.(9) 3.5 Amendment to Certificate of Incorporation for reverse Stock Split.(14) 5. Opinion of Hand & Hand, consent included.(15) 10.1 Compensatory Plan for Directors and Officers, with schedule of details.(1) 10.2 Employment Agreement with Stan Irwin.(1) 10.4 Employment Agreement with Carl A. Sambus.(1) 10.11 1993 Stock Option Plan.(7) 10.12 Stock Compensation Plan.(7) 10.13 Employment Agreement with Joseph A. Corazzi.(7) 10.15 Form of Mergers and Acquisitions Agreement with D.H. Blair Investment Banking Corp. (formerly Exhibit 4.4)(1) 10.16 Finders Agreement with Anker Bank.(9) 10.17 Joint Venture Agreement between the Registrant, through Pacific DNS, Inc. and Consolidated Resort Enterprises, Inc.(9) 10.18 Form of Mergers and Acquisitions Agreement with D.H. Blair Investment Banking Corp. (formerly Exhibit 4.4)(1) 10.19 Settlement Agreement with Winner's Entertainment, Inc.(9) 10.20 Loan Agreements between the Company and BP Group, Ltd.--$375,000 loan.(9) 10.21 Loan Agreements between the Company and BP Group, Ltd.--$1,150,000 loan.(9) 10.22 Loan Agreements between the Company and Duneden, Ltd.(9) 10.23 Agreement for Purchase and Sale of Joint Venture between Pacific DNS, Inc. (a wholly owned subsidiary of the Company), MPTV, Inc. and Consolidated Resort Enterprises, Inc.(9) 10.24 Securities Purchase Agreement dated as of January 22 1996 between the Company, CountryLand Properties, Inc. and SunAmerica Life Insurance Company, with exhibits.(10) II-2 10.25 Subordination Agreement dated as of January 22, 1996 between the Company, CountryLand Properties, International Thoroughbred Breeders, Inc., Orion Casino Corporation and SunAmerica Life Insurance Company.(10) 10.26 Assignment and Assumption Agreement between CountryLand Properties, Inc. and Orion Casino Corporation and acknowledged and agreed to by SunAmerica Life Insurance Company.(10) 10.27 Loan Agreement between NPD and Casino-Co Corporation dated January 15, 1997 with related Secured Promissory Note, and Security Agreement, and Pledge Agreement.(11) 10.28 Guaranty of Nunzio DeSantis in favor of Casino-Co Corporation.(11) 10.29 Option of NPD, in favor of Casino-Co Corporation.(11) 10.30 Loan Agreement between LVEN and Malbec Inc. dated March 20, 1996 with related Secured Promissory Note and Security Agreement.(12) 10.31 Loan Agreement between Pacific DNS and Tee One Up Inc. dated September 4, 1996 with related Secured Promissory Note and Security Agreement.(12) 10.32 Joint Venture Agreement between Electronic Media Inc., Texas Information Development Commission and William Luke Stewart.(12) 10.33 Nordic Gaming Option Agreement dated June 30, 1997.(13) 10.34 Loan Agreement between Nordic Gaming and LVEN dated August 27, 1997 with related Secured Promissory Note, and Security Agreement, and Pledge Agreement.(13) 10.35 Employment Agreements between LVEN and LVCC with Joseph A. Corazzi.(13) 10.36 Joint Venture Agreement dated June 6, 1997 between Electronic Media Company-Nevada and Russ Gerstein.(13) 10.37 Joint Venture Agreement dated June 6, 1997 between Electronic Media Company-Nevada, Russ Gerstein, Carlos Lima and Juan Martinez.(13) 10.38 Certificate of Designation of Preferred Stock.(13) 10.39 Tri-Party Agreement dated May 23, 1997 between LVEN and International Thoroughbred Breeders Inc. and Credit Suisse First Boston Mortgage Capital.(13) 10.40 Bi-Party Agreement dated May 23, 1997 between LVEN and International Thoroughbred Breeders Inc.(13) 10.41 Option Agreement between LVEN and Nunzio DeSantis for 1,500,000 shares of LVEN common stock.(13) 10.42 Option Agreement between LVEN and Joseph A. Corazzi for 4,000,000 shares of LVEN common stock.(13) 10.43 Financial Statements of Fort Erie Racetrack.(13) II-3 10.44 Stipulation and Agreement of Compromise, Settlement and Release between LVEN, International Thoroughbred Breeders Inc, Robert Quigley, etc. dated July 2, 1998.(14) 10.45 Board Resolution incorporating 1999 Stock Compensation Plan and issuance of shares to Joseph A. Corazzi.(15) 24.1 Consent of Certified Public Accountants.(15)
(1) Filed with original filing of the Registration Statement on Form S-1, File No. 33-39047 (the "1992 S-1) (2) Filed with Amendment No. 3 to the 1992 S-1 (3) Filed with Amendment No. 4 to the 1992 S-1 (4) Filed with amendment No. 5 to the 1992 S-1 (5) Filed with Amendment No. 6 to the 1992 S-1 (6) Incorporated by reference to the Company's annual Report on Form 10-KSB for the year ended October 31, 1992 (7) Filed with Post Effective Amendment No. 1 to the 1992 S-1, filed on Form SB-2 (8) Filed with Registration Statement on Form S-1, File No. 33-72980, filed on December 15, 1993 (9) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the year ended October 31, 1994 (10) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the year ended October 31, 1995. (11) Incorporated by reference to the Company's Current Report on Form 8-K dated January 15, 1997. (12) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the year ended October 31, 1996 (13) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the year ended October 31, 1997 (14) Incorporated by reference to the Company's Annual Report on Form 10-KSB for the year ended October 31, 1998 (15) Filed herewith II-4 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 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 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, including (but not limited to) any addition or election of a managing underwriter. (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 offered 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 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 the registration statement 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. (i) 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 that 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-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, California, on February 8, 1999. LAS VEGAS ENTERTAINMENT NETWORK, INC. By: /s/ Joseph A. Corazzi Joseph A. Corazzi President Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed below by the following persons in the capacities indicated on February 8, 1999. /s/ Joseph A. Corazzi President and CEO Joseph A. Corazzi /s/ Carl A. Sambus Executive Vice President and Chief Financial Officer Carl A. Sambus (principal accounting and financial officer) and Director /s/ Paul Whitford Director Paul Whitford /s/ Jefferson Simmons Director Jefferson Simmons II-6 EX-5 2 OPINION RE LEGALITY February 18, 1999 Las Vegas Entertainment Network, Inc. 1801 Century Park East, 23rd Floor Los Angeles, California 90067 Re: Registration Statement on Form S-8 (the "Registration Statement") Ladies and Gentlemen: You have requested our opinion as to the legality of the issuance, by you (the "Corporation"), of 2,085,000 shares of common stock, par value $.001 per share ("Shares"). In giving this opinion, we have reviewed and examined: 1. The Certificate of Incorporation of the Corporation; 2. The Bylaws of the Corporation; 3. Certain resolutions of the Board of Directors of the Corporation; 4. The Registration Statement; 5. Such other matters as we have deemed relevant in order to form our opinion. In giving our opinion, we have assumed, without investigation, the authenticity of any document or instrument submitted to us as an original, the conformity to the original of any documents or instrument submitted to us as a copy, and the genuineness of all signatures on such originals or copies. Based upon the foregoing, we are of the opinion that the Shares to be offered, pursuant to the Registration Statement, if sold as described in the Registration Statement, will be legally issued, fully paid and nonassessable. No opinion is expressed herein as to the application of state securities or Blue Sky laws. This opinion is furnished by us as counsel to you and is solely for your benefit. Neither this opinion nor copies hereof, may be relied upon by, delivered to, or quoted, in whole or in part, to any governmental agency or other person without our prior written consent. Notwithstanding the above, we consent to the reference to our firm in the Prospectus filed as a part of the Registration Statement and the use of our opinion in the Registration Statement. In giving these consents, we do not admit we come within the category of persons whose consent is required under Section 7 of the Securities and Exchange Commission promulgated thereunder. Very truly yours, HAND & HAND II-7 EX-10 3 RESOLUTIONS OF BOARD RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF LAS VEGAS ENTERTAINMENT NETWORK, INC. a Delaware corporation The undersigned, constituting the Board of Directors of Las Vegas Entertainment Network, Inc. a Delaware corporation (the "Corporation"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, hereby consent to take the following actions and adopt the following resolutions effective as of February 17, 1999. RESOLVED, that the Corporation issue 85,000 shares of common stock to Mr. Corazzi in lieu of accrued salary, to be registered under a Form S-8; and FURTHER RESOLVED, that the Corporation reserve for issuance up to 2,000,000 shares of Common Stock under a Form S-8 registration statement; and FURTHER RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized to do or cause to be done, all such acts and things and to make, execute and deliver, or cause to be made, executed and delivered, in the name of and on behalf of the Corporation all such agreements, instruments and certificates as such officer and officers may deem necessary, advisable or appropriate to effectuate or carry out the purpose and intent of the foregoing resolutions and to perform the obligations of the Corporation thereunder, such officer or officers' execution of the same to be conclusive evidence of the exercise of the discretionary authority herein conferred. Joseph A. Corazzi Carl Sambus Paul Whitford Jefferson Simmons EX-23 4 CONSENT OF ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8, of our report relating to the Financial Statements of Las Vegas Entertainment Network, Inc. HOLLANDER, LUMER & CO. LLP. Sherman Oaks, California February 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----