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As filed with the Securities and Exchange Commission on March 12, 1999
REGISTRATION NO. 33-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN ARTISTS ENTERTAINMENT CORPORATION
(Formerly American Artists Film Corporation)
(Exact name of registrant as specified in its charter)
MISSOURI 58-1950450
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6600 PEACHTREE DUNWOODY ROAD
BUILDING 600, SUITE 250
ATLANTA, GEORGIA 30328
1999 CONSULTANTS' STOCK PLAN
(Full Title of the Plan)
J. ERIC VAN ATTA, 6600 PEACHTREE DUNWOODY ROAD, BUILDING 600, SUITE 250,
ATLANTA, GEORGIA 30328
(Name and address of agent for service)
Copies of Communications to:
J. ERIC VAN ATTA
6600 PEACHTREE DUNWOODY ROAD
BUILDING 600, SUITE 250
ATLANTA, GEORGIA 30328
CALCULATION OF REGISTRATION FEE
1999 CONSULTANTS' STOCK PLAN
Proposed Proposed
Maximum Maximum
Securities Amount To Be Offering Price Aggregate Amount of
To Be Registered Registered(1) Per Share(2) Offering Registration Fee
Price(2) (2)
Class A 1,200,000 $0.8125 $975,000 $295.45
Common Stock,
$0.001 per share
(Issued Pursuant to the
1999 Consultants' Stock Plan)
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(1) This Registration Statement also covers such indeterminable additional
number of shares as may be issuable under the Plan by reason of adjustments in
the number of shares covered thereby as described in the Registration
Statement.
(2) Pursuant to Rule 457(h), the proposed Maximum Offering Price per share
and the proposed Maximum Aggregate Offering Price for 1,200,000 of the shares
are estimated solely for purposes of calculating the registration fee and is
based upon the closing price of the Company's Common Stock of $0.81 per share
on the bulletin board on March 11, 1999.
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such additional
securities as may be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
This registration statement relates to the offer and sale of common
stock, $.001 par value (the "Common Stock") of American Artists Entertainment
Corporation to two (2) outside consultants, Fontenelle, LLC and FT Enterprises,
Inc. (collectively the "Consultants) representing payment by the Company to
Consultants for services rendered in connection with the Fontenelle, LLC
Consulting Agreement and F T Enterprises, Inc., Consulting Agreement
(collectively the "Consulting Agreements") which are incorporated herewith and
are Exhibits hereto. In connection therewith, the Consultants have been issued
1,200,000 shares of Common Stock in the aggregate. This summary should be read
in conjunction with said Consulting Agreements.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION
The Consultants have been provided with copies of the documents
incorporated herein by reference in Part II, Item 3 and have been advised by
the Company in writing that such documents will be available to the Consultant
without charge upon the Consultants' request to the Company's offices located
at 6600 Peachtree Dunwoody Road, Building 600, Suite 250, Atlanta, Georgia,
30328.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended July 31,
1998, which has been filed by the Company with the Commission as well as the
Company's Quarterly Report on Form 10-QSB for the quarter ended October 31,
1998, are incorporated herein by reference. All other reports filed by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since the end of the fiscal year covered
by the foregoing Annual Report on Form 10-KSB are incorporated herein by
reference. All other reports or documents filed by the Company pursuant to the
requirements of 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
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such reports or documents. Any statements contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is incorporated 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.
The description of the Company's Class A Common Stock, the class of
securities offered pursuant to this Registration Statement, and Class B Common
Stock, is contained in the Company's Registration Statement, on Form S-4 (File
No. 333-4159), filed on May 21, 1996, and is incorporated herein by reference,
including any subsequent amendments or reports filed for the purpose of
updating that description.
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ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation provides that the
Company shall have the power, without further action by the shareholders of the
Company, to give any further indemnity in addition to the indemnity authorized
or contemplated under the Bylaws of this Company to any person who is or was a
director, officer, employee, or agent, or to any person who is or was serving
at the request of the Company as a director, officer, employee, or agent of
another company, partnership, joint venture, trust, or other enterprise or to
enter into agreements with any of such persons providing such rights of
indemnification as the Company may deem appropriate; provided that no such
indemnity shall indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
Pursuant to the Company's bylaws, as amended, the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of this Company) by reason of the fact that (i) such person is or
was a director, officer, employee, or agent of this Company, or (ii) is or was
serving at the request of this Company as a director, officer, employee,
partner, trustee, or agent of another company, partnership, joint venture,
trust, or other enterprise, or (iii) is or was, at the request of the Company,
a guarantor of any debts of the Company, against expenses (including attorneys'
fees), judgment, fines, taxes, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of this
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful. The Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
this Company to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee, or agent of this Company, or is
or was serving at the request of this Company as a director, officer, employee,
partner, trustee, or agent of another company, partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees) and
amounts paid in settlement actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of this Company and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to this Company unless and
only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person if fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any indemnification thereunder (unless ordered by a court) shall be
made by this Company only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, partner,
trustee, or agent is proper in the circumstances because he has met the
applicable standard of conduct. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit, or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by the
shareholders. Expenses incurred in defending any actual or threatened civil or
criminal action, suit, or proceeding may also be paid by the Company in advance
of the final disposition of such action, suit, or proceeding as authorized by
the Board of Directors.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS
(1) The undersigned 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, represents 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; provided, however, that paragraphs (1)(i) and (1) (ii)
do not apply if the registration statement is on Form S-3, Form S-8, or Form
F-3, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15 (d) of Securities Exchange Act of 1934
that are incorporated by reference 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 bona fide 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 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 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
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 a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or by the
registrant of expenses incurred or paid by a director, officer or controlling
person of 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Atlanta, State of Georgia, on the 12th day of
March, 1999.
AMERICAN ARTISTS ENTERTAINMENT CORPORATION
By /s/ Steven D. Brown
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Steven D. Brown, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Brown and J. Eric Van Atta, and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and any other
regulatory authority, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing required and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
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 below on March 12, 1999, by the
following persons in the capacities indicated.
/s/ Glen C. Warren Chairman of the Board March 12, 1999
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Glen C. Warren
/s/ Rex Hauck Director and President March 12, 1999
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Rex Hauck
/s/ Robert A. Martinez Vice President/Finance, Chief March 12, 1999
- --------------------------------------- Financial Officer and Treasurer
Robert A. Martinez
/s/ John W. Boyd Director March 12, 1999
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John W. Boyd
/s/ Malcolm C. Davenport, V Director March 12, 1999
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Malcolm C. Davenport, V
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/s/ Dan W. Holloway Director March 12, 1999
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Dan W. Holloway
/s/ Norman J. Hoskin Director March 12, 1999
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Norman J. Hoskin
/s/ Ben E. Noble Director March 12, 1999
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Ben E. Noble
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4 Fontenelle, LLC Consulting Agreement and F T Enterprises, Inc., Consulting Agreement
Exhibit 5 Opinion Sims Moss Kline & Davis LLP
Exhibit 23.1 Consent of BDO Seidman, LLP
Exhibit 23.2 Consent of Sims Moss Kline & Davis LLP - included in Exhibit 5
Exhibit 24 Power of Attorney - included on the signature page hereof
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