As filed with the Securities and Exchange Commission
on April 13, 2000
Registration No. _____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SHOP AT HOME, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1282758
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5388 Hickory Hollow Parkway
Antioch, Tennessee 37013
(Address of Principal Executive Offices)(Zip Code)
SHOP AT HOME, INC. 1999 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
George J. Phillips, Executive Copy to: C. Michael Norton, Esq.
Vice President and General Counsel Wyatt, Tarrant & Combs
Shop At Home, Inc. Nashville City Center
5333 Hickory Hollow Parkway 511 Union Street, Suite 1500
Antioch, Tennessee 37013 (615)244-0020
(615)263-8000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price(2) fee
- ---------- -------------- ------------- --------- --------------
Common Stock 3,000,000 $7.28125 $21,843,750 $5,766.75
$.0025 par value
(1) The Registrant also registers hereby such indeterminate number of additional
shares as may be required to cover antidilutive adjustments under the Shop At
Home, Inc. 1999 Stock Option Plan.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h)(1), based on the average of the high and low sales prices
reported for the common stock on the Nasdaq National Market on April 6, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates the following documents in this Registration
Statement:
A. The Registrant's Annual Report on Form 10-K/A for the fiscal year ended
June 30, 1999, filed with the Securities and Exchange Commission on
October 28, 1999;
B. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, filed with the Commission on October 29, 1999;
C. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999, filed with the Commission on February 2, 2000;
D. The Registrant's Current Report on Form 8-K, filed with the Commission
on March 15, 2000; and
E. The description of the Common Stock, $.0025 par value, of the
Registrant contained in a registration statement on Form 8-A filed with
the Commission on February 22, 1995, and any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.6 of the Registrant's Bylaws require the Registrant to indemnify its
officers, directors, employees and/or agents to the maximum extent permitted by
the Tennessee Business Corporation Act. The circumstances under which Tennessee
law requires or permits a corporation to indemnify its directors, officers,
employees and/or agents are set forth at T.C.A. Sections 48-18-501 et seq.
Generally, under T.C.A. Sections 48-18-501 et seq., a corporation may indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if (a) he conducted himself in good
faith, and (b) he reasonably believed in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests; and,
in all other cases, that his conduct was at least not opposed to its best
interests; and (c) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. A corporation may not indemnify a
director: (a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or (b)
in connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him. Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index appearing on page 6 of this
Registration Statement are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
1. The undersigned 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:
[1] To include any prospectus required by Section 10(a)(3) of
the Act;
[2] 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 information set forth
in the Registration Statement;
[3] 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;
PROVIDED, HOWEVER, that paragraphs 1.A[1] and 1.A[2] 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 Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 bona
fide 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 undersigned 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
Securities Exchange Act of 1934 that is incorporated by reference in this
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 the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, 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 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 of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 Nashville, State of Tennessee, on April 12, 2000.
SHOP AT HOME, INC.
By /S/ KENT E. LILLIE
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kent E. Lillie and George J. Phillips, and each of
them, with the power to act without the other, his or her true and lawful
attorney-in-facts and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post- effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys- in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/S/ KENT E. LILLIE President, and Chief Executive April 13, 2000
Kent E. Lillie Officer (Principal Executive
Officer), and Director
/S/ARTHUR D. TEK Executive Vice President and Chief April 13, 2000
Arthur D. Tek Financial Officer (Principal
Financial Officer)
/S/R. STEVEN CHADWELL Vice President of Finance April 13, 2000
R. Steven Chadwell (Principal Accounting Officer)
/S/ J.D. CLINTON Chairman of the Board of Directors April 13, 2000
J.D. Clinton
/S/ A.E. JOLLEY Director April 13, 2000
A.E. Jolley
/S/JOSEPH I. OVERHOLT Director April 13, 2000
Joseph I. Overholt
/S/FRANK A. WOODS Director April 13, 2000
Frank A. Woods
/S/ J. DANIEL SULLIVAN Director April 13, 2000
J. Daniel Sullivan
EXHIBIT INDEX
4.4 Specimen of Preferred Stock certificate, filed as Exhibit 4.9 to the
Company's Amendment No. 1 to the Registration Statement on Form S-4
filed with the Commission on January 20,1995,and incorporated herein by
this reference.
4.6 Form of Trust Indenture with PNC Bank, N.A., as Trustee with regard to
the 11% Secured Notes due 2005, containing specimen of the Note, filed
as Exhibit 4.6 to the Company's Amendment No. 2 to the Registration
Statement on Form S-1 filed with the Commission on March 21, 1998, and
incorporated herein by this reference.
4.7 Form of Security and Pledge Agreement, filed as Exhibit 4.7 to the
Company's Amendment No. 2 to the Registration Statement on Form
S-1filed with the Commission on March21,1998,and incorporated herein by
this reference.
4.8 1999 Employee Stock Option Plan, filed as Exhibit 10.53 to the Annual
Report on Form 10-K filed August 31, 1999, and incorporated herein by
this reference.
5* Opinion of Wyatt, Tarrant & Combs as to legality
23.1 Consent of Wyatt, Tarrant & Combs (included as a part of Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, Independent Auditors
24 Power of attorney (included with signatures)
EXHIBIT 5
WYATT, TARRANT & COMBS
Suite 1500
Nashville City Center
Nashville, Tennessee 37219
615-244-0020
FAX 615-256-1726
April 13, 2000
Shop at Home, Inc.
5388 Hickory Hollow Parkway
Antioch, Tennessee 37013
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement") on Form
S-8, filed today by Shop At Home, Inc. (the "Company"), with the Securities and
Exchange Commission, for the purpose of registering under the Securities Act of
1933 an aggregate of 3,000,000 shares (the "Shares") of the Common Stock, par
value $.0025 per share, of the Company being offered to certain employees of the
Company pursuant to the Company's 1999 Stock Option Plan (the "Plan").
In connection with the foregoing registration, we have acted as counsel for the
Company and have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials, and
representatives of the Company, and other documents as we deemed necessary to
deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations that we
deem relevant, it is our opinion that the Shares will be, when and if issued in
accordance with the Plan, duly authorized, validly issued, and fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
/s/ Wyatt, Tarrant & Combs
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Shop At Home, Inc. 1999 Employee Stock Option Plan, of
our report dated August 27, 1999, with respect to the consolidated financial
statements and schedule of Shop At Home, Inc. included in its Annual Report
(Form 10- K/A) for the year ended June 30, 1999, filed with the Securities and
Exchange Commission.
/s/PricewaterhouseCoopers LLP
Nashville, Tennessee
April 13, 2000