Crown City Pictures, INC. – ‘S-8’ on 1/23/03

On:  Thursday, 1/23/03, at 1:48pm ET   ·   Effective:  1/23/03   ·   Accession #:  1172665-3-19   ·   File #:  333-102668

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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     29K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        2002 Stock Option Plan                                 9     40K 
 3: EX-5        Consent of Gary B. Wolff                               1      7K 
 4: EX-23       Consent of Sherb & Co.                                 1      6K 
 5: EX-99       Prospectus                                            12     58K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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  As Filed with the Securities and Exchange Commission on January 23, 2003
                                 Registration Number
____________________________________________________________________________    

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

------------------------------------------------------------------

Magic Communications, Inc.
(Exact name of registrant as specified in its charter)

------------------------------------------------------------------

Delaware                                   13-3926203     
(State or other jurisdiction of                    (I.R.S. Employer             
incorporation or organization)                  Identification Number)      

5 West Main Street
Elmsford, New York 10523
 Telephone: 914-345-0800
(Address of principal executive offices)

Magic Communications, Inc.
2002 Non-Statutory Stock Option Plan
(Full title of the Plan)

 Gary B. Wolff, P.C.
805 Third Avenue
New York, New York 10022
 Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)

CALCULATION OF REGISTRATION FEE 1 
================================================================================

                                                        [Enlarge/Download Table]

                                                            Proposed maximum                                                        
   Title of Securities to be          Amount to be          offering price per      Proposed maximum         Amount of registration 
          registered                   registered                  share         aggregate offering price            fee            
-------------------------------- ----------------------- ---------------------- --------------------------- ------------------------
         Common Stock                                                                                                               
                                                                                                                                    
       $.0001 par value                1,500,000                 $.01                    $15,000                      $1.40         
-------------------------------- ----------------------- ---------------------- --------------------------- ------------------------

--------                                                                        
1 Registration fee has been calculated in accordance with Rule 457(h)(1) based  
upon the higher of the price at which existing options may be exercised or the  
book value of the securities computed as of the latest practicable date of      
January 20, 2003.                                                               

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference               

The following documents are incorporated by reference in the registration       
statement:                                                                      

a. The registrant's effective  Form 10-SB registration statement;   

      b. All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the year covered  
by the Form 10-SB referred to in (a) above; and                                 

c. Not Applicable.                                                  

All documents subsequently filed by the registrant pursuant to Sections 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 the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters   
all of such shares then remaining unsold, shall be deemed to be incorporated by 
reference in the 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 such 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 total number of shares authorized which the corporation shall have authority
to issue is Fifty Million (50,000,000) shares of Common Stock, par value $.0001 
per share without cumulative voting rights and without any preemptive rights and
One Million (1,000,000) shares of Preferred Stock, par value $.0001 per share.  

Item 5.           Interest of Named Experts and Counsel                         

Not Applicable                                                                  

Item 6.           Indemnification of Directors and Officers                     

Section 145 of the Delaware Business Corporation Law contains provisions        
relating to the indemnification of officers and directors. Additionally,        
Articles "Tenth" and "Twelfth" of the Registrant's Articles of Incorporation    
reads as follows:                                                               

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"TENTH: The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to     
indemnify under said section from and against any and all of the expenses,      
liabilities or other matters referred to in or covered by said section, and the 
indemnification provided for herein shall not be deemed exclusive of any other  
rights to which those indemnified may be entitled under any By-Law, agreement,  
vote of stockholders or disinterested Directors or otherwise, both as to action 
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be director,        
officer, employee or agent and shall inure to the benefit of the heirs,         
executors and administrators of such a person.                                  

and                                                                             

"TWELFTH": No Director of the Corporation shall be liable to the Corporation or 
its stockholders for monetary damages for breach of fiduciary duty as a         
Director, except for liability (i) for any breach of the Director's duty of     
loyalty to the Corporation 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 payment of unlawful dividends or unlawful stock repurchases  
or redemptions under Section 174 of the Delaware General Corporation Law; or    
(iv) for any transaction from which the Director derived an improper personal   
benefit."                                                                       

Item 7.           Exemption from Registration Claimed                           

Not applicable                                                                  

Item 8.           Exhibits                                                      

The exhibits to the registration statement are listed in the Exhibit Index      
elsewhere herein.                                                               

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 thereto) which, individually or
          in the aggregate, represents a fundamental change in the
          information set forth in the registration statement; and

            iii. To include any material information with respect to the plan of
           distribution not previously disclosed in the registration
statement;                                    

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Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if   
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 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 herein, and the offering of such securities  
at that time shall be deemed to be the initial bona fide offering thereof.      

   e. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or 
given, the latest annual report to security holders that is incorporated by     
reference in the prospectus and furnished pursuant to and meeting the           
requirements of Rule 14a-3 or Rule 124c-3 under the Securities Exchange Act of  
1934; and, where interim financial information required to be presented by      
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or  
cause to be delivered to each person to whom the prospectus is sent or given,   
the latest quarterly report that is specifically incorporated by reference in   
the prospectus to provide such interim financial information.                   

    h. 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 provisions described in Item 6, 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.                                                                     

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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 or amendment thereto to be signed on its behalf by the undersigned,   
thereunto duly authorized, in Elmsford, New York on January 20, 2002.           

                                                Magic Communications, Inc.
                                   /s/ Stephen D. Rogers
                                                --------------------------
                                   By: Stephen D. Rogers
                               President

Pursuant to the requirements of the Securities Act of 1933, this registration   
statement or amendment thereto has been signed by the following persons in the  
capacities and on the dates indicated.                                          

Name                                                      Date                  

/s/ Stephen D. Rogers                                January 20, 2003           
------------------------                                                        
Stephen D. Rogers                                                               
President and a Director                                                        

/s/ Maureen Rogers                                   January 20, 2003           
------------------------                                                        
Maureen Rogers                                                                  
Secretary and a Director                                                        

/s/ Edwin Osias                                      January 20, 2003           
------------------------                                                        
Edwin Osias                                                                     
Director                                                                        

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Exhibit                                                                         
Index                                                                           
-----                                                                           

1.       Not Applicable                                                         
2.       Not Applicable                                                         
3.       Not Applicable                                                         
4.       Instruments defining the rights of security holders - 2002             
Non-Statutory Stock Option Plan.                              
5.       Consent and Opinion of Gary B. Wolff, P.C., 805 Third Avenue, New York,
       New York 10022 regarding legality of securities registered under this
      Registration Statement and to the references to such attorney in the
Registration Statement on  Form S-8                           
6.       Not Applicable                                                         
7.       Not Applicable                                                         
8.       Not Applicable                                                         
9.       Not Applicable                                                         
10.      Not Applicable                                                         
11.      Not Applicable                                                         
12.      Not Applicable                                                         
13.      Not Applicable                                                         
14.      Not Applicable                                                         
15.      Not Applicable                                                         
16.      Not Applicable                                                         
17.      Not Applicable                                                         
18.      Not Applicable                                                         
19.      Not Applicable                                                         
20.      Not Applicable                                                         
21.      Not Applicable                                                         
22.      Not Applicable                                                         
23.      Consent of Sherb & Co., LLP Certified Public Accountants for the       
 Company for the calendar years ended December 31, 2000 and 2001
24.      Not Applicable                                                         
25.      Not Applicable                                                         
26.      Not Applicable                                                         
27.      Not Applicable                                                         
99.      Prospectus dated October 24, 2002                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/23/03		1					None on these Dates
		1/20/03		1		5
		10/24/02		6
		1/20/02		5
		12/31/01		6
		12/31/00		6
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