-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mjw4hHxCvGOVYjDx657F0pOvMPia45ofxJHM8hxWFhd1kTfmir1nQAk7x7Ve47Mw PcvIqXn3LyqVT/S/rbgwdg== 0001108890-05-000627.txt : 20050923 0001108890-05-000627.hdr.sgml : 20050923 20050923160705 ACCESSION NUMBER: 0001108890-05-000627 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050923 DATE AS OF CHANGE: 20050923 EFFECTIVENESS DATE: 20050923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVEN MOON ENTERTAINMENT INC CENTRAL INDEX KEY: 0001058056 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 593485779 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-128530 FILM NUMBER: 051100700 BUSINESS ADDRESS: STREET 1: 120 INTERNATIONAL PARKWAY STREET 2: SUITE 220 CITY: HEATHROW STATE: FL ZIP: 32746 MAIL ADDRESS: STREET 1: 120 INTERNATIONAL PARKWAY STREET 2: STE 220 CITY: HEATHROW STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: RAVEN MOON INTERNATIONAL INC DATE OF NAME CHANGE: 19990223 FORMER COMPANY: FORMER CONFORMED NAME: YBOR CITY SHUTTLE SERVICE INC DATE OF NAME CHANGE: 19980728 S-8 1 ravenmoons8-092305.txt DATED 09-23-05 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAVEN MOON ENTERTAINMENT, INC. (Exact Name of Company as specified in its charter) Florida 000-24727 59-3485779 ---------------------- ------------------- ------------ (State of Incorporation) (Commission File No.) (IRS Employer ID Number) 120 International Parkway, Suite 220 Heathrow, Florida 32726 -------------------------------------- (Address of principal executive offices) 2005 AMENDED AND RESTATED EQUITY COMPENSATION PLAN ---------------------- (Full title of the Plan) Joey DiFrancesco, President RAVEN MOON ENTERTAINMENT, INC. 120 International Parkway, Suite 220 Heathrow, Florida 32726 ------------------------------------- (Name and address of agent for service) Company's telephone number: (407) 304-4764 CALCULATION OF REGISTRATION FEE
- ------------------ --------------- ---------------- ------------------- ------------------ Proposed Proposed Title of Amount to be Maximum Maximum Amount of Securities to be Registered Offering Price Aggregate Registration Fee Registered Per Share(3) Offering Price(3) - ------------------ --------------- ---------------- ------------------- ------------------ Common Shares 80,000,000(1) $0.004 $320,000 $50 - ------------------ --------------- ---------------- ------------------- ------------------ (1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover such indeterminable number of shares of common stock as may become issuable with respect to any of the registered shares pursuant to antidilution provisions in the Plan. (2) The proposed maximum offering price per share is estimated solely for purpose of calculating the registration fee in accordance with Rule 457(F)(2). 1
PART I INFORMATION REQUIRED IN THE PROSPECTUS Pursuant to the Note to Part I of Form S-8, the Plan Information specified by Part I is not being filed with the Securities and Exchange Commission as such information is either contained in the consulting agreement or legal services agreement between the Registrant and each of the participants or provided to each of the participants in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such consulting agreements, legal services agreements, additional information, and the information incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus: a. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004; b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarter ended March 31, 2005 and June 30, 2005; and c. The Company's Current Reports on Forms 8-K subsequent to December 31, 2004, and up to and including the date of filing of this Registration Statement. All documents filed by the Company with the Commission pursuant to Sections 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. The authorized stock of the Company consists of 5,000,000,000 authorized shares of Common Stock, par value $.0001 per share, 71,291,370 shares of which were outstanding as of September 15, 2005, and 800,000,000 authorized shares of Preferred Stock, par value $.0001 par value, approximately 600,000 shares of which were outstanding as of September 15, 2005. 2 Each share of Common Stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at a meeting of the shareholders, including the election of directors. The holders of Common Stock (i) have equal, ratable rights to dividends from funds legally available therefor, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive or redemption provisions applicable thereto; and (iv) are entitled to one noncumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. All shares of Common Stock issued and outstanding are, and those offered hereby, when issued, will be fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Holders of Preferred Stock are entitled to one vote for each share of Common Stock into which the number of shares of Preferred Stock held of record would be convertible on the record date. Holders of Preferred Stock are entitled to vote on all matters submitted to a vote of stockholders and may not cumulate their votes for the election of directors. The shares Preferred Stock are not entitled to any dividend or distribution in preference to the Common Stock. Preferred Stock may be converted at any time by the holder of the shares of Series B Preferred Stock, but conversion shall occur automatically at the discretion of the Company at any time after a registration statement to register the shares of the Common Stock underlying both the shares of Preferred Stock has been declared effective by the United States Securities and Exchange Commission. Each share of Preferred Stock shall be entitled to convert into $10.00 in value of the Company's Common Stock. The value of the Common Stock for this purpose shall be determined based on the average of the closing trade price for the Company's common stock for each of the ten (10) consecutive trading days immediately prior to the date the holder or Company, as the case may be, gives notice of conversion of the shares of Preferred Stock, less a discount of twenty percent (20%). All shares of Preferred Stock issued and outstanding are fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Transfer Agent, Registrar and Warrant Agent The Company has appointed Florida Atlantic Stock Transfer, Inc. 7130 Nob Hill Road, Tamarac, Florida 33321, as transfer agent and registrar for the Common Stock and Preferred Stock. ITEM 5. Interests of Named Experts and Counsel. J. Bennett Grocock, counsel to the Registrant for the purpose of this Registration Statement, owns approximately 500,000 common shares of the Registrant. ITEM 6. Indemnification of Directors and Officers. Registrant's Articles of Incorporation and Bylaws and the Florida Business Corporation Act provide for indemnification of directors and officers against certain liabilities. In general, officers and directors of Registrant are indemnified against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, and are not deemed to be liable to Registrant for negligence or misconduct in the performance of their duties. ITEM 7. Exemption From Registration Claimed. Not applicable. 3 ITEM 8. Exhibits. Exhibit Number Description 4 Raven Moon 2005 Amended & Restated Equity Compensation Plan. 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Richard L. Brown and Company P.A., Independent Certified Public Accountants. 23.2 Consent of The Business Law Group (Included in Exhibit 5). ITEM 9. Undertakings 1. The 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 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 formation 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; (b) 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 bonafide 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 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 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 herein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Orlando, State of Florida, on this 23rd day of September, 2005. RAVEN MOON ENTERTAINMENT, INC. By: /s/ -------------------------------- Joey DiFrancesco, CEO In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ President, Director 9/23/05 - ----------------------------- (Principal Executive Officer ------- Joey DiFrancesco and Principal Financial Officer) /s/ Vice President, Secretary 9/23/05 - ----------------------------- and Director ------- Bernadette DiFrancesco /s/ Director 9/23/05 - ----------------------------- ------- Lawrence C. Oakley /s/ Director 9/23/05 - ----------------------------- ------- Janice K. Battenberg /s/ Director 9/23/05 - ----------------------------- ------- Robert J. McCarthy 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAVEN MOON ENTERTAINMENT, INC. (Exact name of Issuer as specified in its charter) EXHIBIT INDEX Exhibit Number Description 4 Raven Moon 2005 Amended & Restated Equity Compensation Plan. 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Richard L. Brown and Company P.A., Independent Certified Public Accountants. 23.2 Consent of The Business Law Group (Included in Exhibit 5). 6 EX-4 2 ravenmoonexhib4-092305.txt 2005 EQUITY AMENDED/RESTATED COMP PLAN EXHIBIT 4 RAVEN MOON ENTERTAINMENT, INC. 2005 EQUITY AMENDED AND RESTATED COMPENSATION PLAN Raven Moon Entertainment, Inc., a Florida corporation (the "Company"), as of this 11th day of April 2005, adopts its 2005 Amended and Restated Equity Compensation Plan (the "Plan"), originally adopted February 4, 2005. Under the Plan, the Company may issue shares of the Company's common stock or grant options to acquire the Company's common stock, par value $0.0001 (the "Stock"), from time to time to employees, officers, consultants or advisors of the Company or any of the Company's subsidiaries, all on the terms and conditions set forth herein. In addition, at the discretion of the Board of Directors, Shares may from time to time be granted under this Plan to individuals, including consultants or advisors, who contribute to the success of the Company or any of its subsidiaries, provided that bona fide services shall be rendered by consultants and advisors, and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. Grants of incentive or non-qualified stock options and stock awards, or any combination of the foregoing, may be made under the Plan. 1. Purpose of the Plan. -------------------- The Plan is intended to aid the Company in rewarding those individuals who have contributed to the success of the Company or any of the Company's subsidiaries. The Company has designed this Plan to permit the Company to reward those individuals who the management perceives to have contributed to the success of the Company or any of the Company's subsidiaries, or who are important to the continued business and operations of the Company or its subsidiaries. The above goals will be achieved through the granting of Shares. 2. Administration of this Plan. ---------------------------- Administration of this Plan shall be determined by the Company's Board of Directors (the "Board"). Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of this Plan or specific administrative duties with respect to this Plan on such terms and to such committees of the Board as it deems proper (hereinafter the Board or its authorized committee shall be referred to as "Plan Administrators"). The interpretation and construction of the terms of this Plan by the Plan Administrators thereof shall be final and binding on all participants in this Plan absent a showing of demonstrable error. No member of the Plan Administrators shall be liable for any action taken or determination made in good faith with respect to this Plan. Any shares approved by a majority vote of those Plan Administrators attending a duly and properly held meeting shall be valid. Any shares approved by the Plan Administrators shall be approved as specified by the Board at the time of delegation. 3. Shares of Stock Subject to this Plan. ------------------------------------- The total number of shares issues pursuant to this Plan shall not exceed 5,000,000,000 shares. If any right to acquire Stock granted under this Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the net shares of Stock issued (meaning the shares of stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan. 1 4. Reservation of Stock on Granting of Rights. ------------------------------------------- At the time any right is granted under the terms of this Plan, the Company will reserve for issuance the number of shares of Stock subject to such right until that right is exercised or expires. The Company may reserve either authorized but unissued shares or issued shares reacquired by the Company. 5. Eligibility. ------------ The Plan Administrators may grant shares or grant options to acquire shares of the Company's common stock to employees, officers, advisors or consultants of the Company or its subsidiaries, provided that such individuals render bona fide services to the Company or any of its subsidiaries and such services are not rendered in connection with the offer or sale of securities in a capital-raising transaction. In any case, the Plan Administrators shall determine, based on the foregoing limitations and the Company's best interests, which consultants and advisors are eligible to participate in this Plan. Shares shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Plan Administrators, all as may be within the provisions of this Plan. 6. Terms of Grants and Certain Limitations on Right to Exercise. ------------------------------------------------------------- a. Each right to shares may have its terms established by the Plan Administrators at the time the right is granted. b. The terms of the right, once it is granted, may be reduced only as provided for in this Plan and under the express written provisions of the grant. c. Unless otherwise specifically provided by the written provisions of the grant or required by applicable disclosure or other legal requirements promulgated by the Securities and Exchange Commission ("SEC"), no participant of this Plan or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to any right unless and until such participant exercises his or her right to acquire all or a portion of the Stock subject to the right and delivers any required consideration to the Company in accordance with the terms of this Plan and then only as to the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of any grant, no adjustment to the exercise price or the number of shares of Stock subject to the grant shall be made for dividends or other rights for which the record date is prior to the date on which the Stock subject to the grant is acquired by the holder. d. Rights shall vest and become exercisable at such time or times and on such terms as the Plan Administrators may determine at the time of the grant of the right. e. Grants may contain such other provisions, including further lawful restrictions on the vesting and exercise of the grant as the Plan Administrators may deem advisable. f. In no event may a grant be exercised after the expiration of its term. g. Grants shall be non-transferable, except by the laws of descent and distribution. 7. Exercise Price. --------------- The Plan Administrators shall establish the exercise price payable to the Company for shares to be obtained pursuant to any purchase options which exercise price may be amended from time to time as the Plan Administrators shall determine. 2 8. Payment of Exercise Price. -------------------------- The exercise of any option shall be contingent on receipt by the Company of the exercise price paid in either cash, certified or personal check payable to the Company. 9. Dilution or Other Adjustment. ----------------------------- The shares of Common Stock subject to this Plan and the exercise price of outstanding options are subject to proportionate adjustment in the event of a stock dividend on the Common Stock or a change in the number of issued and outstanding shares of Common Stock as a result of a stock split, consolidation, or other re-capitalization. The Company, at its option, may adjust the grants and rights made hereunder, issue replacements, or declare grants void. 10. Options to Foreign Nationals. ----------------------------- The Plan Administrators may, in order to fulfill the purpose of this Plan and without amending this Plan, grant Options to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Options made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to give such individuals essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan. 11. Listing and Registration of Shares. ----------------------------------- Each grant shall be subject to the requirement that if at any time the Plan Administrators shall determine, in their sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such rights or the issuance or purchase of shares thereunder, such right may not be exercised in whole or in part unless and until such listing, registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Plan Administrators. 12. Expiration and Termination of this Plan. ---------------------------------------- This Plan may be abandoned or terminated at any time by the Plan Administrators except with respect to any rights then outstanding under this Plan. This Plan shall otherwise terminate on the earlier of the date that is five years from the date first appearing in this Plan or the date on which the 5,000,000,000th share is issued hereunder. ATTEST: /s/ - ---------------------------------- Joey DiFrancesco, President EX-5 3 ravenmoonexhib5-092305.txt LEGAL OPINION AND CONSENT EXHIBIT 5 OPINION AND CONSENT OF LEGAL COUNSEL The Business Law Group Attorneys at Law 255 S. Orange Ave., Suite 1201 Orlando, FL 32801 September 23, 2005 Board of Directors Raven Moon Entertainment, Inc. 120 International Parkway, Suite 220 Heathrow, Florida 32726 Ladies and Gentlemen: We have acted as special securities counsel to Raven Moon Entertainment, Inc. (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") covering registration under the Securities Act of 1933, as amended, of the 12,000,000 shares of the Company's common stock, $0.0001 par value per share (the "Shares") issuable pursuant to the Raven Moon 2005 Amended and Restated Equity Compensation Plan (the "Plan"), attached as exhibit to the Registration Statement for which this opinion is provided. As such, we have examined the Registration Statement and such other documents of the Company, as we deemed appropriate under the circumstances. Based upon the foregoing, and assuming that the Shares will be issued as set forth in the Plan, at a time when effective, and that there will be full compliance with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states in which the Shares may be sold, we are of the opinion that, upon issuance of the Shares according to the Registration Statement and receipt of the consideration to be paid for the Shares, the Shares will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. This opinion does not cover any matters related to any re-offer or re-sale of the Shares by the firm, once issued pursuant to the Plan as described in the Registration Statement. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof. We assume no duty to communicate with the Company in respect to any matter, which comes to our attention hereafter. Very truly yours, /s/ THE BUSINESS LAW GROUP - ----------------------------- THE BUSINESS LAW GROUP Consent: We consent to the use of our opinion dated September 16, 2005, as an exhibit to the Registration Statement of Raven Moon Entertainment, Inc., and to the reference to our firm in the Registration Statement. /s/ THE BUSINESS LAW GROUP - ----------------------------- THE BUSINESS LAW GROUP EX-23.1 4 ravenmoonexhib231-092305.txt CONSENT OF INDEPENDENT CPA EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Richard L. Brown & Company, P.A. 1810 S. MacDill Avenue, Suite 3 Tampa, FL 33629 Raven Moon Entertainment, Inc. 120 International Parkway, Suite 220 Heathrow, Florida 32726 We hereby consent to the incorporation by reference in the Registration Statement on Form S-8, of our report dated March 4, 2005, with respect to the financial statements of Raven Moon Entertainment, Inc. included in its Annual Report on Form 10-KSB for the year ended December 31, 2004, filed with the Securities and Exchange Commission, which have been incorporated by reference in its entirety in the Registration Statement on Form S-8. September 23, 2005 /s/ Richard L. Brown & Company, P.A. - --------------------------------------- Richard L. Brown & Company, P.A. -----END PRIVACY-ENHANCED MESSAGE-----