Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to 6 33K
Employees Pursuant to an Employee
Benefit Plan
2: EX-5.1 Opinion of Glast, Phillips & Murray 2 10K
3: EX-10.1 Employee/Consultant Stock Plan 2001 3 17K
4: EX-24.1 Auditors Consent 1 5K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
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THE SECURITIES ACT OF 1933
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Parallax Entertainment, Inc.
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(Exact name of registrant as specified in its charter)
Texas 75-2713701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14110 N. Dallas Parkway, Suite 130, Dallas, Texas 75240
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(Address of Principal Executive Offices)(Zip Code)
Employee/Consultant Stock Plan 2001
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(Full title of the plan)
Gust Kepler, C.E.O., 14110 N. Dallas Parkway, Suite 130, Dallas, Texas 75240
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(Name and address of agent for service)
(972) 726-9203
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(Telephone number, including area code, of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
[Enlarge/Download Table]
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
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Common Stock 1,450,000 Shares $ 1.15(1) $1,667,500 $417
(1) Computed pursuant to Rule 457 solely of the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
The fee is based upon the average of the closing bid and ask price of the common
stock reported on the NASD Bulletin Board for October 10, 2001. Includes shares
of common stock, and common stock underlying options, to be granted by
determination of the Board.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1 - Plan Information
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Pursuant to Rule 428(b)(1), the information required by Part I is included in
documents sent or given to each consultant of Parallax Entertainment, Inc., a
Texas corporation (herein "Registrant" or "Company").
Item 2 - Registrant Information and Employee Plan Annual Information
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Plan participants have been advised of the availability without charge, upon
written or oral request, of the documents incorporated by reference in Item 3 of
Part II of this registration statement, and that these documents are
incorporated by reference in the prospectus, and the availability without
charge, upon written or oral request, of other documents required to be
delivered pursuant to Rule 424 (b). The address (to the attention of the
President of the Company) and telephone number to which the request is to be
directed is as follows: Gust Kepler, C.E.O., 14110 N. Dallas Parkway, Suite 130,
Dallas, Texas 75240 Phone: 972-726-9203.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3 - Incorporation of Documents by Reference
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The following documents are incorporated by reference to this Registration
Statement and made a part hereof:
(a) the Registrant's Registration Statement on Form 10-SB12(G), including
financial statements for the fiscal year ended December 31, 2000 and
exhibits, filed under Section 12(g) of the Securities Act of 1934, as
amended (the "Exchange Act");
(b) Form 10QSB for the quarter ended June 30, 2001;
(c) all other reports, including amendments, filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant Annual Report document
referred to in (a) immediately above;
(d) the description of the Company's Common Stock set forth under the
caption "Description of Securities" in the Company's Registration
Statement on Form 10SB, is hereby Incorporated by reference.
All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all securities then
remaining 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. 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 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
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Not applicable.
Item 5 - Interests of Named Experts and Counsel
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Not Applicable.
Item 6 - Indemnification of Directors and Officers
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The Company's Articles of Incorporation and By-Laws contain provisions which
reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons. Such
provisions are intended to increase the protection provided directors and, thus,
increase the Company's ability to attract and retain qualified persons to serve
as directors.
Section 2.02-1 of the Texas Business Corporation Act permits indemnification of
directors and officers of the Company and officers and directors of another
corporation, partnership, joint venture, trust, or other enterprise who serve at
the request of the Company, against expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonable incurred
by such person in connection with any action, suit or proceeding in which such
person is a party by reason of such person being or having been a director or
officer of the Company or at the request of the Company, if he conducted himself
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Company may not indemnify an officer or a director with respect to any claim,
issue or matter as to which such officer or director shall have been adjudged to
be liable to the 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 is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. The extent that an officer or director is
successful on the merits or otherwise in defense on the merits or otherwise in
defense of any action, suit or proceeding with respect to which such person is
entitled to indemnification, or in defense of any claim, issue or matter
therein, such person is entitled to be indemnified against expenses, including
attorneys fees, actually and reasonably incurred by him in connection therewith.
The circumstances under which indemnification is granted in an action brought on
behalf of the Company are generally the same as those set forth above; however,
expenses incurred by an officer or a director in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of final
disposition upon receipt of an undertaking by or on behalf of such officer or
director to repay such amount if it is ultimately determined that such officer
or director is not entitled to indemnification by the Company.
No director of the Company shall be personally liable to the Company or any of
its shareholders for damages for any act or omission in such capacity except to
the extent Texas law expressly precludes limitation of such personal liability,
which it does when the director is found liable for a breach of duty of loyalty,
an act or omission not in good faith that constitutes a breach of duty or
intentional misconduct or knowing violation of law, a transaction from which the
director received an improper benefit or any other case where liability is
provided by statute.
The foregoing is a summary of indemnification provisions and is limited with
reference to the actual complete language of the indemnification provisions.
Item 7 - Exemption from Registration Claimed.
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Not Applicable.
Item 8 - Exhibits.
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See - Exhibits and Exhibit Index below.
Item 9 - Undertakings.
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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 in the registration
statement. 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424 (b) (Sec.230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3 (Sec.239.13 of
this chapter) or Form S-8 (Sec.239.16b of this chapter) or Form F-3
(Sec.239.33 of this chapter), and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the 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 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.
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 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.
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 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 Dallas, Texas on October 12, 2001.
Parallax Entertainment, Inc.
By: /s/ Gust Kepler
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Gust Kepler,
Chief Executive Officer
(Principal Executive Officer)
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
date indicated.
Parallax Entertainment, Inc.
By: /s/ Gust Kepler
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Gust Kepler, Chief Financial Officer, Director
(Principal Financial Officer and Director)
October 12, 2001
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PARALLAX ENTERTAINMENT, INC.
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EXHIBIT INDEX
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No. Description Document Page
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4 Instruments Defining Rights of Securities Holders
4.1 Articles of Incorporation *
4.2 Bylaws *
5 Opinion re: Legality Letter E-1
24 Consents of Experts and Counsel
24.1 Legal Consent E-1
(included in Exhibit 5)
24.2 Accountants Consent E-6
10 Additional Exhibits
10.1 Employee Consultant Stock E-3
Plan 2001
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* Incorporated by reference to the Company's SEC Files, No. 000-32585
Dates Referenced Herein and Documents Incorporated by Reference
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