S-8
As filed with the Securities and Exchange Commission on December 16, 1997
Registration No. 33-______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LASER-PACIFIC MEDIA CORPORATION
(Exact Name of Registrant is Specified in its Charter)
Delaware 95-3824617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
809 N. Cahuenga Boulevard
Hollywood, California 90038
(Address of Principal Executive Offices) (Zip Code)
LASER-PACIFIC MEDIA CORPORATION
INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (1997)
(Full Title of the Plan)
James R. Parks
Chief Executive Officer
Laser-Pacific Media Corporation
809 N. Caheunga Boulevard
Hollywood, California 90038
(213) 462-6266
(Name, address, including zip code and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Regis-
Title of Securities Amount to be Offering Price Maximum tration
to be Registered Registered Per Share Aggregate Fee
Offering Price
Common Stock, par 500,000 $0.21875 $109,375 $100
value $0.0001 (1) (2)
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(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such additional and indeterminate number of shares as
may become issuable pursuant to the anti-dilution provisions of the
above-captioned plan.
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee, at $0.21875 per share, which was the average of the high
and low prices of the common stock of the Company on December 11, 1997 as
reported on the Nasdaq Small Cap Market tier of the Nasdaq Stock Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Item 1 will be sent or
given to participants in the Laser-Pacific Media Corporation's Incentive and
Non-Qualified Stock Option Plan (1997)(the"Plan")as specified by Rule 428(b)(1)
and are not required to be filed as part of this registration statement.
ITEM 2.REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in Item 2 will be sent or
given to participants in the Plan as specified by Rule 428(b)(1) and are not
required to be filed as part of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Laser-Pacific Media Corporation (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), containing audited financial statements for the Company's latest fiscal
year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document referred
to in (a) above.
(c) The description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A, filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d)of the Exchange Act, 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 the registration statement and to be part thereof
from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amount paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. The Certificate of
Incorporation of the Company (the "Certificate of Incorporation") provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
The Certificate of Incorporation also provides, as permitted by Section 102(b)
of the DGCL, that no director shall be liable to the Company or its stockholders
for monetary damages for breach of his fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction in which the director derived an improper
personal benefit.
The By-Laws of the Company contain provisions to the effect that each director,
officer, employee and agent of the Company shall be indemnified by the Company
against liabilities and expenses in connection with any legal proceedings to
which he may be made a party or with which he may become involved or threatened
by reason of having been an officer, director or employee of the Company. The
provisions include indemnification with respect to matters covered by a
settlement. Under Delaware law, any such indemnification shall be made only if
the Board of Directors determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, or if the Board
of Directors directs, by independent counsel) or by stockholders, that
indemnification is proper on the circumstances because the person seeking
indemnification has met the applicable standards of conduct. In addition, it
must be determined that the director, officer or employee acted in good faith
with the reasonable belief that his action was in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, that he had no reasonable cause to believe his conduct was unlawful.
The Company maintains a directors or officers liability insurance policy
providing for the insurance on behalf of any person who is or was a director or
officer of the Company and its subsidiary companies against any liability by
such person in such capacity or arising out of such person's status as such. The
insurer's limit of liability under the policy is $5 million in the aggregate for
all insured losses. The policy contains various reporting requirements and is
subject to certain exclusions and limitations.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibit
4.1 Form of Common Stock Certificate, previously filed on June 7, 1991
with the Company's registration statement on Form S-1 (Registration
No. 33-41085) and incorporated by reference herein.
5.1 Opinion of Weissmann, Wolff, Bergman Coleman & Silverman, LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Weissmann, Wolff, Bergman,
Coleman & Silverman, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
(1) 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
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 the time shall be deemed to be the initial bona fide offering
thereof.
(3) 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.
(4) If the Company is a foreign private issuer, to file a post-effective
amendment to the Registration Statement to include any financial statements
required by Rule 3-19 of this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided, that
the Company includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (4)and other
information necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (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 this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 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 Company
certifies that if 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 Los Angeles, State of California on this 16 day of
December, 1997.
LASER-PACIFIC MEDIA CORPORATION
By: /s/ Robert McClain
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Robert McClain and James R.Parks,and each
of them,the undersigned's true and lawful attorney-in-fact, each with full power
of substitution and re-substitution, for him in any and all amendments, to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ James R. Parks Chairman of the Board December 15,1997
James R. Parks and Chief Executive Officer
(principal executive officer)
/s/ Emory M. Cohen President, Chief December 15,1997
Emory M. Cohen Operating Officer and
Director
/s/ Robert McClain Vice President and December 15,1997
Robert McClain Chief Financial Officer
(principal financial officer)
/s/ Cornelius P.McCarthy III Director December 15,1997
Cornelius P. McCarthy III
/s/Ronald Zimmerman Director December 15,1997
Ronald Zimmerman
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Form of Common Stock Certificate, previously filed on June 7, 1991
with the Company's registration statement on Form S-1 (Registration
No. 33-41085) and incorporated by reference herein.
5.1 Opinion of Weissmann, Wolff, Bergman, Coleman & Silverman, LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Weissmann, Wolff, Bergman,Coleman & Silverman, LLP
(included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
Exhibit 5-1
Weissmann, Wolff, Bergman, Coleman & Silverman, LLP
A Limited Liability Partnership Including Professional Corporations
Mailing address:
9665 Wilshire Boulevard
Suite 900
Beverly Hills,
California 90212-2136
Telephone:
(310) 858-7888
Fax:
(310) 550-7191
E-mail:
December 15, 1997 wwbcs@earthlink.net
Laser-Pacific Media Corporation
809 N. Cahuenga Boulevard
Hollywood, California 90038
Re: Registration Statement on Form S-8
Dear Sirs:
You have requested the opinion of this firm with respect to certain
matters in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you under the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering the offer and
sale of up to 500,000 authorized but unissued shares (the "Shares") of the
Common Stock, $0.000l par value, of Laser-Pacific Media Corporation, a Delaware
corporation (the "Company"), reserved for issuance upon the exercise of stock
options to be granted under the Company's Incentive and Non-Qualified Stock
Option Plan (1997) (the "Plan").
For the purpose of rendering the opinions contained herein, we have
examined copies of:
a. The Registration Statement;
b. The Plan and the related forms of option agreements;
c. The Company's certificate of incorporation and bylaws, each as amended
to date; and the records of certain corporate proceedings and actions taken by
the directors of the Company in connection with the offer and sale of the
Shares; and
d. Such other corporate records and documents as we have deemed necessary
or appropriate.
In the course of our examinations and investigations, we have assumed the
genuineness of all signatures on all documents and the due execution and
delivery of all documents requiring due execution and delivery for the
effectiveness thereof.
Based upon and subject to the foregoing, and in reliance thereon, it is our
opinion that the issuance of the Shares has been duly authorized and that the
Shares, when issued, delivered and paid for in accordance with the terms of the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours.
/s/ WEISSMANN, WOLFF, BERGMAN,
COLEMAN & SILVERMAN,
WEISSMANN, WOLFF, BERGMAN,
COLEMAN & SILVERMAN, LLP
EXHIBIT 23.1
KPMG Peat Marwick LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders:
Laser-Pacific Media Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of Laser-Pacific Media Corporation of our report dated March 14, 1997,
relating to the consolidated balance sheets of Laser-Pacific Media Corporation
and subsidiaries as of December 31, 1996, and 1995, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, and all related
schedules, which report appears in the December 31, 1996, annual report on Form
10-K of Laser-Pacific Media Corporation.
Our report dated March 14, 1997, contains an explanatory paragraph that states
that the Company has a working capital deficiency, an accumulated deficit and
has sustained a net loss in the current year, which raise substantial doubt
about its ability to continue as a going concern. The consolidated financial
statements and financial statement schedules do not include any adjustments that
might result from the outcome of that uncertainty.
/S/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Los Angeles, California
December 10, 1997