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)
Nevada 88-0343702
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4620 Polaris Avenue
Las Vegas, Nevada 89103
(702) 895-8884
STOCK ISSUANCE PURSUANT TO THE PLAYERS NETWORK
2004 NON-QUALIFIED STOCK OPTION PLAN
Mr. Mark Bradley Copy to: Roger L. Shoss, Esq.
4620 Polaris Avenue Shoss & Associates
Las Vegas, Nevada 89103 807 S. Post Oak Lane, Suite 223
(702) 895-8884 Houston, Texas 77056
(713) 686-4605
NAME, ADDRESS AND TELEPHONE
(NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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Proposed Maximum
Title of Securities Amount To Be Offering Price Proposed Maximum Aggregate Amount of
To Be Registered Registered Per Share (1) Offering Price Registration Fee
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Common Stock,
par value $.001 3,500,000 $0.09 $315,000 $39.91
per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low prices
of the common stock of the Registrant as traded in the over-the counter market
and reported on the OTC Electronic Bulletin Board of the National Association of
Securities Dealers on August 25, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request The Players Network (the "Company") will provide,
without charge, the documents incorporated by reference in Item 3 of Part II of
this Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for such information should be directed Mr.
Mark Bradley, 4620 Polaris Avenue, Las Vegas, Nevada 89103, (702) 895-8884
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement.
a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Form 10-KSB referred to in (a) above.
c) The description of the common stock, $.001 par value per share
(the "Common Stock") of the Registrant is contained in the Registrant's
registration statement on Form 10-SB, as amended.
All documents filed by the Registrant pursuant to Section 13 (a), 13 (c), 14 and
15 (d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part hereof
from the date of filing of such documents. Any statement contained in this
registration statement, in a supplement to this registration statement or in a
document 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 subsequently filed supplement to this
registration statement or in any document that is subsequently 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
COMMON STOCK
GENERAL. The Company is authorized to issue 25,000,000 shares of Common Stock,
$.001 par value per share.
The holders of the Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors, out of funds legally available therefor.
In the event of liquidation, dissolution or winding up of the Company, the
holders of the Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the Common Stock. The holders of the Common Stock as such have no
conversion, preemptive or other subscription rights and there are no redemption
provisions applicable to the Common Stock.
VOTING RIGHTS. The holders of the Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the results
that the holders of shares having more than fifty percent (50%) of the votes for
the election of directors can elect all of the directors.
DIVIDEND POLICY. To date, the Company has not paid any dividends on its Common
Stock. The payment of dividends, if any, in the future is within the discretion
of the Board of Directors and will depend upon the Company's earnings, its
capital requirements and financial condition and other relevant factors. The
Board does not intend to declare any dividends in the foreseeable future, but
instead intends to retain all earnings, if any, for use in the Company's
business operations.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law provides that a director or an officer of a corporation will not be
personally liable to the corporation or its stockholders for any damages as a
result of any act or failure to act in his capacity as a director or officer
unless it is proven that (i) his act or failure to act constituted a breach of
his fiduciary duties as a director or officer, and (ii) his breach of those
duties involved intentional misconduct, fraud or a knowing violation of law.
This limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.
Nevada law provides that a corporation may indemnify its directors and officers,
as well as other employees and individuals, against attorneys' fees and other
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person was or is a party
or is threatened to be made a party by reason of such person being or having
been a director, officer, employee or agent of the corporation, provided such
person 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. However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer, and (ii)
his breach of those duties involved intentional misconduct, fraud or a knowing
violation of law.
The Nevada General Corporation Law provides that the foregoing provisions are
not exclusive of other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
The Company's bylaws provide that the Company is required to indemnify each
director, officer and employee against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made a party, or in which he may become involved,
by reason of being or having been a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity, whether or not he is a director,
officer, employee or agent at the time such expenses are incurred, unless he is
adjudged guilty of willful misfeasance or malfeasance in the performance of his
duties. In the event of a settlement, the Company will indemnify him only when
the Board of Directors approves such settlement and reimbursement as being for
the best interests of the Company.
The Company's bylaws also permit the Company to obtain insurance on behalf of
any director or officer for any liability arising out of his or her actions in a
representative capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
.. ................... ..........................................................
Exhibits No. Description
.. ................... ..........................................................
4.1 The Players Network 2004 Non-Qualified Stock Option Plan
.. ................... ..........................................................
5.1 Opinion and consent of Roger L. Shoss, Attorney at Law
.. ................... ..........................................................
23.1 Consent of Roger L. Shoss, Attorney at Law (included in Exhibit
5.1 hereto)
.. ................... ..........................................................
23.2 Consent of Malone & Bailey, PLLC
.. ................... ..........................................................
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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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
Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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 the City of Las Vegas, Nevada on the 8 day of September, 2004.
THE PLAYERS NETWORK
BY: /s/ Mark Bradley
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.
SIGNATURES TITLE DATE
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[Names and titles of all directors]