Marx Toys and Entertainment Corp.
(formerly stereoscape.com, inc.)
(exact name of registrant as specified in its charter)
Nevada 06-1469654
(State of incorporation) (IRS employer identification number)
101 South 15th Street, Sebring, Ohio 44672
(Address of principal executive offices) (Zip Code)
The stereoscape.com, inc.
1998 Incentive and Non-qualified Stock Option Plan
(Full Title of the Plan)
Mr. Steven Wise
Marx Toys and Entertainment Corp.
101 South 15th Street
Sebring, Ohio 44672
(330) 938-1749
(Name, address and telephone
number of agent for service)
With copy to:
W. Raymond Felton, Esq.
Greenbaum, Rowe, Smith, Ravin,
Davis & Himmel
Metro Corporate Campus I
P.O. Box 5600
Woodbridge, New Jersey 07095
(732)549-5600
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CALCULATION OF REGISTRATION FEE
| | Proposed | Proposed |
| | maximum | maximum |
Title of Proposed | Amount | offering | aggregate | Amount of
securities to | to be | price per| offering | registration
be registered | Registered(1)| share (2)| price(2) | fee
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| | | |
Common Stock; | | | |
$.001 par value | 8,000,000 | | |
per share | shares | $0.23 |$1,840,000 | $148.86
1) An undetermined number of additional shares may be issued as a result of stock dividends, stock splits or other recapitalizations.
2) These shares of Common Stock represent the shares of Common Stock with respect to which options will be granted under the 2002 Incentive and Non-Qualified Stock Option Plan. Under the 2002 Incentive and Non-Qualified Stock Option Plan 5,000,000 shares have been issued at $0.20 per share, and the balance of the shares are to be offered at prices not presently determinable. Pursuant to Rule 457(h), the option price for balance of 3,000,000 shares is estimated solely for the purpose of determining the registration fee and is based upon the closing price of the Common Stock on August 28, 2003 which was $0.28 as reported by the OTC Bulletin Board. Based on 5,000,000 shares at $0.20 and 3,000,000 shares at $0.28 the weighted average price used to calculate the fee was $0.23.
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PROSPECTUS
The stereoscape.com, inc.
1998 Incentive and Non-qualified Stock Option Plan
8,000,000 SHARES OF COMMON STOCK
($.001 PAR VALUE PER SHARE)
Options for shares (the "Shares") of our common stock, $.001 par value per share (the "Common Stock") covered by this Prospectus have been, and may in the future be, granted by us to our employees (including officers and directors) under the 1998 Incentive and Non-qualified Stock Option Plan (the "Plan"). Each employee receiving an option is offered the opportunity to purchase the number of Shares specified in such option at a price and on the terms set forth therein.
The net proceeds of the offering covered hereby are not now determinable as such proceeds will depend upon the number of shares offered, the number of shares purchased, prevailing market prices and expenses incurred. However, the maximum gross proceeds will be $1,840,000.
Optionee should consult with legal counsel concerning the securities and tax law implications of the acquisition or disposition of shares under the Plan.
Any officer, director or beneficial owner of more than 10% of our common stock who holds an option under the Plan should consider the applicability of Section 16 of the Securities Exchange Act of 1934, as amended, in connection with the exercise of any such option and the disposition of any of the our common stock acquired thereby.
Our principal executive office is located at 101 South 15th Street, Sebring, Ohio 44672 and the telephone number of such office is (330)938-1749.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 29, 2003. |
