UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

THE PLAYERS NETWORK

(Exact name of Registrant as specified in its charter)

 

 

4260 Polaris Avenue

Las Vegas, Nevada 89103

(Address of Principal Executive Offices, including ZIP Code)

 

2006 Non-Qualified Attorneys & Accountants Stock Compensation Plan

(Full title of the plan)

 

Donald J. Stoecklein, Esq.

Stoecklein Law Group

402 West Broadway, Suite 400

San Diego, California 92101

(Name and address of agent for service)

 

(Telephone number, including area code, of agent for service)

 

CALCULATION OF REGISTRATION FEE

 

 

 

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PROSPECTUS

 

The Players Network

 

310,715 Shares of Common Stock

 

This prospectus relates to the offer and sale by The Players Network, a Nevada corporation, of 310,715 shares of its $0.001 par value per share common stock to attorneys and accountants associated with The Players Network pursuant to the 2006 Attorneys & Accountants Non-Qualified Stock Compensation Plan (the “Attorneys & Accountants Stock Plan”). Pursuant to the Attorneys & Accountants Stock Plan, The Players Network is registering hereunder and then issuing, based upon received services, a total of 310,715 shares of common stock, (185,715 shares of common stock to the Stoecklein Law Group and 125,000 shares of common stock to Opus Pointe).

 

The common stock is not subject to any restriction on transferability. Recipients of shares other than persons who are “affiliates” of The Players Network within the meaning of the Securities Act of 1933 (the “Act”) may sell all or part of the shares in any way permitted by law, including sales in the over-the-counter market at prices prevailing at the time of such sale. The common stock is traded on the OTC Bulletin Board under the symbol “PNTV.”

 

These Securities Have Not Been Approved Or Disapproved By The Securities And Exchange Commission Nor Has The Commission Passed Upon The Accuracy Or Adequacy Of This Prospectus. Any Representation To The Contrary Is A Criminal Offense.

 

 

The date of this prospectus is December 12, 2006

 

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This prospectus is part of a registration statement which was filed and became effective under the Securities Act of 1933, as amended (the “Securities Act”), and does not contain all of the information set forth in the registration statement, certain portions of which have been omitted pursuant to the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act. The statements in this prospectus as to the contents of any contract or other documents filed as an exhibit to either the registration statement or other filings by The Players Network with the Commission are qualified in their entirety by reference thereto.

 

A copy of any document or part thereof incorporated by reference in this prospectus but not delivered herewith will be furnished without charge upon written or oral request. Requests should be addressed to: The Players Network, 4260 Polaris Avenue, Las Vegas, Nevada 89103. The Players Network’s telephone number is: (702) 895-8884.

 

The Players Network is subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and in accordance therewith files reports and other information with the Commission. These reports, as well as the proxy statements and other information filed by The Players Network under the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549-0405. In addition, the Commission maintains a World Wide Website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission

 

No person has been authorized to give any information or to make any representation, other than those contained in this prospectus, and, if given or made, such other information or representation must not be relied upon as having been authorized by The Players Network. This prospectus does not constitute an offer or a solicitation by anyone in any state in which such is not authorized or in which the person making such is not qualified or to any person to whom it is unlawful to make an offer or solicitation.

 

Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has not been a change in the affairs of The Players Network since the date hereof.

 

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TABLE OF CONTENTS

 

Information Required in the Section 10(a) Prospectus	1
Item 1. The Plan Information	1
Item 2. Registrant Information and Plan Annual Information	2
Information Required in the Registration Statement	3
Item 3. Incorporation of Documents by Reference	3
Item 4. Description of Securities	3
Item 5. Interests of Named Experts and Counsel	4
Item 6. Indemnification of Officers, Directors, Employees and Agents	4
Item 7. Exemption from Registration Claimed	6
Item 8. Exhibits	6
Item 9. Undertakings	7
Signatures	8
Exhibit Index	10

 

 

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PART 1

INFORMATION REQUIRED IN THE SECTION 10(a)

PROSPECTUS

Item 1. The Plan Information.

The Company

 

The Players Network has its principal executive offices at 4260 Polaris Avenue, Las Vegas, Nevada 89103. The Players Network’s telephone number is (702) 895-8884.

 

Purpose

 

The Players Network will issue common stock to Stoecklein Law Group, counsel to The Players Network and Opus Pointe special accountant to The Players Network, pursuant to the Attorneys & Accountants Stock Plan, which has been approved by the Board of Directors of The Players Network. The Attorneys & Accountants Stock Plan is intended to provide a method whereby The Players Network will cover the costs of legal services as provided by Stoecklein Law Group and special accounting services as provided by Opus Pointe, thereby advancing the interests of The Players Network and all of its shareholders. A copy of the Stock Plan has been filed as an exhibit to this registration statement.

 

Common Stock and Options

 

The Board has authorized the issuance of 310,715 shares of the common stock at the fair market value of $0.19 per shares, (185,715 shares of common stock to Stoecklein Law Group and 125,000 shares of common stock to Opus Pointe) upon effectiveness of this registration statement.

 

No Restrictions on Transfer

 

Recipients of shares of common stock will become the record and beneficial owner of the shares of common stock upon issuance and delivery and are entitled to all of the rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the common stock.

 

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Tax Treatment to the Recipients

 

The common stock is not qualified under Section 401(a) of the Internal Revenue Code. Therefore, a recipient will be required for federal income tax purposes to recognize compensation during the taxable year of issuance. Accordingly, absent a specific contractual provision to the contrary, the recipient will receive compensation taxable at ordinary rates equal to the fair market value of the shares ($0.19 per share on the date of issuance). Each recipient is urged to consult his tax advisors on this matter.

 

Tax Treatment to the Company

 

The amount of income recognized by a recipient hereunder in accordance with the foregoing discussion will be a tax deductible expense by The Players Network for federal income tax purposes in the taxable year of The Players Network during which the recipient recognizes income.

 

Restrictions on Resale

 

In the event that an affiliate of The Players Network acquires shares of common stock hereunder, the affiliate may be subject to Section 16(b) of the Exchange Act. Further, in the event that any affiliate acquiring shares hereunder has sold or sells any shares of common stock in the six months preceding or following the receipt of shares hereunder, any so called “profit”, as computed under Section 16(b) of the Exchange Act, may be required to be disgorged from the recipient to The Players Network Services rendered have been recognized as valid consideration for the “purchase” of shares in connection with the “profit” computation under Section 16(b) of the Exchange Act. The Players Network has agreed that for the purpose of any “profit” computation under Section 16(b), the price paid for the common stock issued to affiliates is equal to the value of services rendered. Shares of common stock acquired hereunder by persons other than affiliates are not subject to Section 16(b) of the Exchange Act.

 

Item 2. Registrant Information and Plan Annual Information

 

A copy of any document or part thereof incorporated by reference in this registration statement but not delivered with this prospectus or any document required to be delivered pursuant to Rule 428(b) under the Securities Act will be furnished without charge upon written or oral request. Requests should be addressed to: The Players Network, 4260 Polaris Avenue, Las Vegas, Nevada 89103. The telephone number is (702) 895-8884.

 

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by The Players Network, a Nevada corporation (the “Company”), are incorporated herein by reference:

Item 4. Description of Securities.

Class of Securities being registered pursuant to the Plan are registered securities under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

The financial statements of The Players Network are incorporated by reference in this prospectus as of and for the year ended December 31, 2005, and have been audited by Beckstead & Watts, LLP, independent certified public accountants, as set forth in their report incorporated herein by reference, and are incorporated herein in reliance upon the authority of said firm as experts in auditing and accounting.

 

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Stoecklein Law Group has rendered an opinion on the validity of the securities being registered. Stoecklein Law Group is not an affiliate of The Players Network, however, Stoecklein Law Group shall be issued 185,715 shares of common stock under the Plan.

Item 6. Indemnification of Officers, Directors, Employees and Agents.

The Players Network’s Articles of Incorporation contains provisions for indemnification of its officers and directors; in addition, Section 78.751 of the Nevada General Corporation Laws provides as follows:

 

78.751 Indemnification of officers, directors, employees and agents; advance of expenses.

 

1.            A corporation may 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, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

 

2.            A corporation may 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 the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

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3.            To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

 

4.            Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

 

 

 

 

 

5.            The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than the directors or officers may be entitled under any contract or otherwise by law.

 

6.            The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

 

 

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling The Players Network pursuant to the foregoing provisions, The Players Network has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

 

 

 

 

 

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Provided, however, that paragraphs (1)(i) and (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.

 

 

 

 

 

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The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to Section 13(a) 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.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies 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 Las Vegas, Nevada, on December 12, 2006.

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Bradley as 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 exhibits thereto and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, 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 her substitute or substitutes, may do or cause to be done by virtue hereof.

 

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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 dates indicated.

 

 

The Plan. Pursuant to the requirements of the Securities Act of 1933, the board of directors have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on December 12, 2006.

 

THE PLAYERS NETWORK

Attorneys & Accountants Stock Compensation Plan

 

Mark Bradley, President

 

 

 

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