Registration No. 333-106308
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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URBAN TELEVISION NETWORK CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 22-2800078
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2707 S. Cooper St., Ste 119
Arlington, TX 76015
(817) 303-7449 (Address,
including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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URBAN TELEVISION NETWORK CORPORATION
2003 Non-Qualified Stock Grant and Option Plan
(Full title of the Plan)
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Randy Moseley
Executive Vice President and Chief Financial Officer
2707 S. Cooper St., Ste 119
Arlington, TX 76015
(817) 303-7449
(Address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class maximum maximum Amount of
of securities Amount to be offering aggregate Registration
to be registered registered(1) price per share(2) offering price(2) fee
Common Stock, 4.800,000 $.0.20 $960,000.00 $121.64
par value $.0001 shares
(1) Represents the maximum number of shares which may be distributed
pursuant to this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee based
on the closing price of the Registrant's common stock as reported on
the OTC Bulletin Board on August 31, 2004, or $.20 per share.
PURPOSE OF REGISTRATION STATEMENT
This Registration Statement is being filed in accordance with General
Instruction E. of Form S-8. Under Registrant's Registration Statement on Form
S-8 (No. 333-106308), 2,000,000 shares of Common Stock, par value $.0001 per
share ("Common Stock"), of Urban Television Network Corporation (the
"Registrant") were registered for issuance under the Urban Television Network
Corporation 2003 Non-Qualified Stock Grant and Option Plan (the "Plan"). In
August 2004, the Board of Directors of Registrant approved an amendment of the
Plan to increase the maximum number of shares of Common Stock that may be issued
pursuant to the Plan from 2,000,000 to 6,800,000. This Registration Statement
covers the additional 4,800,000 shares of Common Stock that may be issued under
the Plan in accordance with the three amendments to the Plan described above.
SIGNATURES
The Registrant
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 requirement 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 Fort Worth, State of Texas on August 31, 2004.
URBAN TELEVISION NETWORK CORPORATION
By \S\ Lonnie G. Wright
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Lonnie G. Wright,
Chief Executive
Officer and President
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 dates indicated.
Name Title Date
---- ----- ----
/S/ Lonnie G. Wright Director; Chief Executive August 31, 2004
-------------------- Officer and President;
Lonnie G. Wright (Principal Executive Officer)
/S/ Randy Moseley Director; Chief Financial August 31, 2004
---------------------- Officer and Executive Vice President;
Randy Moseley (Principal Financial Officer and
Principal Accounting Officer)
/S/ Edward Maddox Director August 31, 2004
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Edward Maddox
/S/ Clayton Wilkinson Director August 31, 2004
----------------------
Clayton Wilkinson
/S/ Carl Olivieri Director August 31, 2004
----------------------
Carl Olivieri
/S/ Jacob R. Miles III Director August 31, 2004
----------------------
Jacob R. Miles III
/S/ Marc Pace Director August 31, 2004
----------------------
Marc Pace
/S/ Stanley Woods Director August 31, 2004
----------------------
Stanley Woods
EXHIBITS INDEX
Exhibit
Number Description
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4.1 Urban Television Network Corporation 2003 Non-Qualified Stock
Grant and Option Plan (incorporated herein by reference to
Registrant's Registration Statement on Form S-8 (Commission
File No. 333-106308), Exhibit 10.0).
4.2 Director Consent Approving Amendment to Urban Television
Network Corporation 2003 Non-Qualified Stock Grant and Option
Plan.
5.1 Opinion of Frederick F. Hoelke
23.1 Consent of Comiskey & Company, P.C.
23.2 Consent of Frederick F. Hoelke (included in Exhibit 5.1 to
this Registration Statement).