As filed with the Securities and Exchange Commission on December 3, 2002.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MODERNGROOVE ENTERTAINMENT, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 86-0881193
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification
No.)
2435 N. Central Expressway Suite 1200, Richardson, TX 75080
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(Address of principal executive offices) (Zip Code)
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Consulting Services Agreement with
T. J. Jesky
(Full Title of Plan)
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Zach Bair
Chief Executive Officer
2435 N. Central Expressway Suite 1200
Richardson, TX 75080
(Name and Address of agent for service)
(214) 712-7336
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(Telephone Number, including area code, of agent for service)
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COPIES OF COMMUNICATIONS TO:
Thomas C. Cook, Esq.
Thomas C. Cook & Associates, Ltd.
4955 South Durango, Suite 214
Las Vegas, Nevada 89113
Phone: (702) 952-8520
Fax: (702) 952-8521
1
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE (2)
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Common Stock, 2,000,000 shares $0.025 $50,000 $4.60
par value
$.001 per share
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(1) This Registration Statement relates to 2,000,000 shares of the
Registrant's Common Stock, par value $0.001 per share, to be issued upon
pursuant to the terms of the Consulting Services Agreement with Mr. T. J.
Jesky.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities
Act") the registration fee is calculated on the basis of the average of the
bid and ask prices for the Common Stock as quoted on the Over-the-Counter
Bulletin Board on December 2, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act, and are incorporated herein by
reference.
ITEM 1. PLAN INFORMATION
The information required to be provided pursuant to this Item to the
individual participant, Mr. T. J. Jesky is set forth in the consulting
services agreement with T. J. Jesky, dated December 2, 2002 (the "Consulting
Services Agreement"). See Exhibits 4.1.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Written statement required to be provided to participants pursuant
to this Item 2:
We will provide without charge to each participant in the Executive
Compensation and Management Consulting Services Agreements, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits
are specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Registration Statement. Requests
may be forwarded to ModernGroove Entertainment, Attn: Zach Bair, 2435 N.
Central Expressway Suite 1200, Richardson, TX 75080, Phone: (214) 712-7336.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by MODERNGROOVE
ENTERTAINMENT, INC., a Nevada corporation ("MODG" or the "Registrant"),
formerly called Barrington Laboratories, with the Securities and Exchange
Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:
(i) Registrant's Annual Report on Form 10-KSB for the fiscal years
ended December 31, 1999, December 31, 2000 and December 31, 2001 filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"); and
(ii) Registrant's quarterly reports on Form 10-QSB for the quarters
ended March 31, 2000, June 30, 2000, November 30, 2000, March 31, 2001,
June 30, 2001, November 30, 2001, March 31, 2002, June 30, 2002 and
November 30, 2002.
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing
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 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 such documents. We will provide without charge to the participant
in the written compensation contract, upon written or oral request of such
person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH NDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
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.
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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, suitor 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.
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.
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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: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel in a written
opinion; or
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: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection
5, may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person. 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 Securities and Exchange 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10SB as filed with the Commission on May 14, 1999).
3.2 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10SB as filed with the
Commission on May 14, 1999).
3.3 Amendment to Articles of Incorporation (filed as Exhibit
3.3 to the Company's Amended Annual Report on Form 10-KSB,
as filed with the Commission on April 10, 2001).
4.1 Consulting Service Agreement, dated December 2, 2002 between
the Company and Mr. T. J. Jesky (filed herewith).
5.1 Opinion of Thomas C. Cook, Esq. (Filed herewith).
23.1 Consent of G. Brad Beckstead, Certified Public Accountant
(filed herewith).
23.2 Consent of Thomas C. Cook, Esq. (Included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
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 to:
(i) include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) 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; and
(iii) 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;
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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 by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) 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.
(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) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
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 that is incorporated by reference in
this 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) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
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
Securities and Exchange 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.
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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 Houston, Texas, on this 3rd
day of December, 2002.
MODERNGROOVE ENTERTAINMENT, INC.
By: /s/ Zach Bair
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Zach Bair
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated and on this 3rd day of December, 2002.
SIGNATURE TITLE
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/s/ Zach Bair Chief Executive Officer
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Zach Bair and Chief Financial Officer
/s/ Kenneth D. Upton, Jr. Corporate Secretary and General Counsel
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Kenneth D. Upton, Jr.
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10SB as filed with the Commission on May 14, 1999).
3.2 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10SB as filed with the
Commission on May 14, 1999).
3.3 Amendment to Articles of Incorporation (filed as Exhibit
3.3 to the Company's Amended Annual Report on Form 10-KSB,
as filed with the Commission on April 10, 2001).
4.1 Consulting Service Agreement, dated December 2, 2002 between
the Company and Mr. T. J. Jesky (filed herewith).
5.1 Opinion of Thomas C. Cook, Esq. (Filed herewith).
23.1 Consent of G. Brad Beckstead, Certified Public Accountant
(filed herewith).
23.2 Consent of Thomas C. Cook, Esq. (Included in Exhibit 5.1).