-----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, Jg4rp0ga4UD8Orcwai6Uhx+DQ43FvVw008Ma4VFizAQ/m7hAmYCU3JSkdZAlOMOf k68K3HblLmaQ5tLdHqa8Aw== 0001144204-03-003195.txt : 20030618 0001144204-03-003195.hdr.sgml : 20030618 20030618143722 ACCESSION NUMBER: 0001144204-03-003195 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030618 EFFECTIVENESS DATE: 20030618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCORES HOLDING CO INC CENTRAL INDEX KEY: 0000831489 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 870426358 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-106220 FILM NUMBER: 03748630 BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-421-8480 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: SUITE CITY: NEW YORK STATE: NY ZIP: 33304 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET ADVISORY CORP DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPUS MTM CORP DATE OF NAME CHANGE: 19970215 S-8 1 doc1.txt As filed with the Securities and Exchange Commission on June 18, 2003 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCORES HOLDING COMPANY, INC. (Exact name of registrant as specified in its charter) UTAH 87-0426358 ---- ---------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 533-535 WEST 27TH STREET NEW YORK, NY 10001 (212) 868-4900 -------------- (Address, Including Zip Code and Telephone Number, of Principal Executive Offices) MODIFIED RETAINER AGREEMENT WITH GOTTBETTER & PARTNERS, LLP (Full Title of the Plan) Copy to: RICHARD GOLDRING ADAM S. GOTTBETTER, ESQ. SCORES HOLDING COMPANY, INC. GOTTBETTER & PARTNERS, LLP 533-535 WEST 27TH STREET 630 THIRD AVENUE NEW YORK, NY 10001 NEW YORK, NEW YORK 10017 (212) 868-4900 (212) 983-6900 (Name, Address and Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------- --------------- --------------- ------------------ ----------------- PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ----------------------------------------------- --------------- --------------- ------------------ ----------------- Common Stock, par value $.001 per share 450,000 $0.23 $103,500 $8.37 - ----------------------------------------------- --------------- --------------- ------------------ ----------------- TOTAL: 450,000 $0.23 $103,500 $8.37 - ----------------------------------------------- --------------- --------------- ------------------ -----------------
(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 June 17, 2003 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION Pursuant to the Note to Part I of the Form S-8, the information required by Part I is not filed with the Securities and Exchange Commission. ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Registrant will provide without charge to each person to whom a copy of a Section 10(a) Prospectus hereunder is delivered, upon the oral or written request of such person, a copy of any document incorporated in this Registration Statement by reference. Requests for such information should be directed to Scores Holding Company, Inc., 533-535 West 27th Street, New York, NY 10001, (212) 868-4900. 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, 2002 filed pursuant to Section 13(c) 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(c) 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. 2 ITEM 4. DESCRIPTION OF SECURITIES Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL The validity of the shares of common stock registered in this registration statement has been passed upon for the Registrant by Gottbetter & Partners, LLP, ("G&P") whose opinion is attached hereto as Exhibit 5. Adam S. Gottbetter, a partner in G&P, will be issued the shares of common stock of the Registrant being registered as payment for legal services that were rendered. G&P presently owns shares of Registrant's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to ss.16-10a-902 of the Utah Revised Business Corporation Act (the "Utah Act"), the Registrant may indemnify an individual made a party to a proceeding because they are or were a director, against liability incurred in the proceeding, if such individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Registrant and, in a criminal proceeding, they had no reasonable cause to believe their conduct was unlawful. Indemnification under this provision is limited to reasonable expenses incurred in connection with the proceeding. Pursuant to the Utah Act, the Registrant's Board of Directors may also indemnify its officers, agents, or employees against any loss or damage sustained when acting in good faith in the performance of their corporate duties. Registrant must indemnify a director or officer who is successful, on the merits or otherwise, in the defense of any proceeding or in defense of any claim, issue, or matter in the proceeding, to which they are a party to because they are or were a director of officer of the Registrant, against reasonable expenses incurred by them in connection with the proceeding or claim with respect to which they have been successful. Registrant may pay for or reimburse reasonable expenses incurred by a director, officer employee, fiduciary or agent of the Registrant who is a party to a proceeding in advance of final disposition of the proceeding provided the individual furnishes the Registrant with a written affirmation that their conduct was in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Registrant, and undertake to pay the advance if it is ultimately determined that they did not meet such standard of conduct. Also pursuant to the Utah Act, a corporation may set forth in its articles of incorporation, by-laws or by resolution, a provision eliminating or limiting in certain circumstances, liability of a director to the corporation or its shareholders for monetary damages for any action taken or any failure to take action as a director. This provision does not eliminate or limit the liability of a director (i) for the amount of a financial benefit received by a director to which they are not entitled; (ii) an intentional infliction of harm on the corporation or its shareholders; (iii) for liability for a violation of Section 16-10a-842 of the Utah Act (relating to the distributions made in violation of the Utah Act); and (iv) an intentional violation of criminal law. To date, the Registrant has not adopted such a provision in its Articles of Incorporation, By-Laws, or by resolution. A corporation may not eliminate or 3 limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. The Utah Act also permits a corporation to purchase and maintain liability insurance on behalf of its directors, officers, employees, fiduciaries or agents. To date, the Registrant does not carry any such insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS EXHIBIT NO. DESCRIPTION 4. Modified Retainer Agreement, dated June 16, 2003, between Registrant and Gottbetter & Partners, LLP. 5. Opinion of Counsel, Gottbetter & Partners, LLP. 23.1 Consent of Counsel (included in Exhibit 5 hereto). 23.2 Consent of Radin Glass & Co., LLP, Auditors. ITEM 9. UNDERTAKINGS The 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 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; 2. For determining liability under the Securities Act of 1933, treat each such post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at the time to be the initial bona fide offering. 3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 4 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 New York, State of New York on the 18th day of June 2003. SCORES HOLDING COMPANY, INC. By: /S/ RICHARD GOLDRING -------------------------- Richard Goldring, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicates and on the dates indicated.
TITLE DATE /S/ RICHARD GOLDRING President and Chief Executive Officer June 18, 2003 - -------------------- Richard Goldring /S/ DAVID SILVERMAN Treasurer, Chief Financial and Accounting June 18, 2003 - ------------------- David Silverman Officer BOARD OF DIRECTORS: /S/ RICHARD GOLDRING Director June 18, 2003 - -------------------- Richard Goldring /S/ ELLIOT OSHER Director June 18, 2003 - ---------------- Elliot Osher /S/ WILLIAM OSHER Director June 18, 2003 - ----------------- William Osher
5 EX-4 3 doc2.txt EXHIBIT 4 [G&P LETTERHEAD] June 16, 2003 Mr. Richard Goldring Scores Holding Company, Inc. 533-535 West 27th Street New York, NY 10001 RE: MODIFIED RETAINER AGREEMENT Dear Mr. Goldring: Please accept this letter as confirmation that Scores Holding Company, Inc. (the "Company"), has agreed to modify the retainer agreement dated June 7, 2000 (the "Retainer") between the Company and Gottbetter & Partners, LLP. ("G&P"), effective June 16, 2003. The modification, which we understand was approved by the Company's Board of Directors, is for the Company to pay part of its outstanding bill for legal services with shares of the Company's common stock, $.001 par value. We understand that part of the outstanding bill will be satisfied by the issuance of 450,000 shares valued at $69,300.00. The board of directors has approved the filing of a registration on Form S-8 for these 450,000 shares. The legal services for which these shares are being registered and subsequently issued to Adam S. Gottbetter, a partner in G&P, did not include any services in connection with the offer or sale of securities in a capital raising transaction, and did not directly or indirectly promote or maintain a market for the Company's securities. Please note that this letter may be filed as an exhibit to the Form S-8. In order to effectuate the modification of the Retainer, please sign this letter and return it to my office. If you have any questions, please call me. Sincerely, GOTTBETTER & PARTNERS, LLP /s/ GOTTBETTER & PARTNERS, LLP ACCEPTED AND AGREED: SCORES HOLDING COMPANY, INC. By: /S/ RICHARD GOLDRING ----------------------------- Name: Richard Goldring Title: President 6 EX-5 4 doc3.txt EXHIBIT 5 OPINION AND CONSENT OF COUNSEL June 17, 2003 Scores Holding Company Inc. 533-535 West 27th Street New York, NY 10001 Gentlemen: We have examined the registration statement on Form S-8 of Scores Holding Company, Inc., a Utah corporation (the "Registrant"), to be filed with the Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of the 450,000 shares of the Company's common stock, $.001 par value per share (the "Common Stock"), under the Modified Retainer Agreement with Gottbetter & Partners, LLP dated June 16, 2003 (the "Retainer"). As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Common Stock pursuant to the Retainer. We are of the opinion that the shares of Common Stock, when issued and sold in the manner described in the Retainer, will be legally and validly issued, fully-paid and non- assessable. We consent to the use of this opinion as an exhibit to the registration statement and further consent to all references to us in the registration statement and any amendments thereto. Very truly yours, GOTTBETTER & PARTNERS, LLP /s/ GOTTBETTER & PARTNERS, LLP 7 EX-23.2 5 doc4.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITOR To the Board of Directors and Stockholders of Scores Holding Company, Inc. We hereby consent to the incorporation by reference, in this Registration Statement on Form S-8 of Scores Holding Company, Inc., of our report dated March 11,2003 relating to the financial statements of Scores Holding Company, Inc. appearing in the Annual Report on Form 10-KSB of Scores Holding Company, Inc. for the year ended December 31, 2002. /S/ RADIN GLASS & CO., LLP ----------------------------- Radin Glass & Co., LLP Certified Public Accountants New York, New York June 17, 2003 -----END PRIVACY-ENHANCED MESSAGE-----