As filed with the Securities and Exchange Commission on October 14, 1999
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Registration No. 333-______
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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 as specified in its charter)
809 N. Cahuenga Boulevard
Hollywood, California 90038
(323) 462-6266
(Address of Principal Executive Offices)
DELAWARE 95-3824617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
INCENTIVE STOCK OPTION PLAN,
INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (1997), and
STOCK OPTION PLAN AND AGREEMENT WITH ROBERT McCLAIN
(Full title of the plan)
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James R. Parks
Chief Executive Officer
Laser-Pacific Media Corporation
809 N. Cahuenga Boulevard
Hollywood, California 90038
(323) 462-6266
(Name, address, zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Offering Price Per Aggregate Offering
Title of Securities to be Amount to be Share(2) Price(2) Amount of
Registered Registered(1) Registration Fee
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Common Stock, par value
$0.0001 per share 597,781(3) $9.09375 $5,436,071 $1,511.23
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(1) There is also being registered hereunder such additional shares as may he
issued pursuant to the anti-dilution provisions of the Incentive and
Non-Qualified Stock Option Plan (1997).
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h) and Rule 457(c) and based on the average of the high and low
prices of the Common Stock of Laser-Pacific Media Corporation as reported on
October 13, 1999 on the Nasdaq Small Cap Market tier of the Nasdaq Stock Market.
(3) Represents (a) 67,781 shares authorized under the Incentive Stock
Option Plan, (b) an increase of 500,000 shares authorized for issuance under the
Incentive and Non-Qualified Stock Option Plan (1997) and (c) 30,000 shares
authorized under the Stock Option Plan and Agreement with Robert McClain.
EXPLANATORY NOTE
This Registration Statement filed by Laser-Pacific Media Corporation (the
"Company") pursuant to the Securities Act of 1933, as amended, relates to the
registration of (a) 67,781 shares authorized under the Incentive Stock Option
Plan; (b) an additional 500,000 shares of the Company's common stock, par value
$0.0001 per share, issuable to officers, directors, key employees and
consultants of the Company upon exercise of stock options pursuant to the
Company's Incentive and Non-Qualified Stock Option Plan (1997) and (c) 30,000
shares issuable upon exercise of options granted pursuant to the Stock Option
Plan and Agreement with Robert McClain dated November 21, 1995.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company's documents and public reports listed in Item 3 below, and all
subsequent public reports, are and will be available to plan participants
without charge, upon request to the Company, attention: James R. Parks, Chief
Executive Officer, at 809 N. Cahuenga Boulevard, Hollywood, California 90038,
(323)462-6266.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(a) The Company's annual report on Form 10-K for the year ended December 31,
1998 filed with the Commission on March 29, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year ended December 31, 1998.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereunder have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
For purposes of this Registration Statement, any statement contained herein
or in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to believe his
or her conduct was unlawful.
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit provided that
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine that despite the
adjudication of liability such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for in Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article V of the Company's Certificate of Incorporation currently provides
that each director shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the directors' 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 GCL, or (iv) for any transaction from which the director
derived an improper benefit. Article V of the Company's Certificate of
Incorporation provides that the Company shall, to the fullest extent permitted
by law, indemnify any person who is a party to any threatened or pending
proceeding by reason of the fact that such person is or was an officer,
director, employee or agent of the Company or was serving in such capacity at
the request of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities
being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5 hereto)
24.1 Power of Attorney (contained on signature page hereto)
Item 9. Undertakings.
(a) The undersigned 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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) 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;
(iii)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 (a)(1)(i) and (a)(1)(ii) do not apply if 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 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.
(2) 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.
(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.
(b) 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 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, 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 Securities Act of 1933 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 whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by a final adjudication of such issue.
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
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 4th day of
October, 1999.
LASER-PACIFIC MEDIA CORPORATION
By: /s/ Robert McClain
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Robert McClain
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
McClain and James R. Parks his true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and resubstitution, for him
and in his 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, each acting alone, with 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 to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, each acting alone, 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 has been signed by the following persons in the
capacities and on the dates indicated.
Name and Signature Title Date
Chairman of the Board and Chief Executive
/s/ James R. Parks Officer (Principal Executive Officer) October 4, 1999
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James R. Parks
/s/ Emory M. Cohen President, Chief Operating Officer and Director October 4, 1999
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Emory M. Cohen
Vice President, Chief Financial Officer
/s/ Robert McClain (Principal Financial and Accounting Officer) October 4, 1999
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Robert McClain
/s/ Thomas D. Gordon Director October 5, 1999
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Thomas D. Gordon
/s/ Ronald Zimmerman Director October 5, 1999
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Ronald Zimmerman
INDEX TO EXHIBITS
Exhibit No. Description
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 Gibson, Dunn & Crutcher LLP as to the legality of the securities being registered
23.1 Consent of KPMG LLP
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (contained on signature page hereto)
Exhibit 5.1
Gibson, Dunn & Crutcher LLP Mailing Address: 4 Park Plaza
Irvine, California 92614
Telephone: (949) 451-3800
Fax: (949) 451-4220
October 11, 1999
C 69118-00004
Laser-Pacific Media Corporation
809 N. Cahuenga Boulevard
Hollywood, CA 90038
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as your counsel in connection with the preparation of a
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 (a) an additional 500,000 shares of
the common stock, $0.0001 par value (the "Common Stock"), of Laser-Pacific Media
Corporation, a Delaware corporation (the "Company"), authorized for issuance
upon exercise of stock options to be granted under the Company's Incentive and
Non-Qualified Stock Option Plan (1997), (b) 67,781 shares of Common Stock
authorized for issuance upon exercise of stock options granted under the
Incentive Stock Option Plan and (c) 30,000 shares authorized under the Stock
Option Plan and Agreement with Robert McClain.
The Company's Incentive and Non-Qualified Stock Option Plan (1997),
Incentive Stock Option Plan and Stock Option Plan and Agreement with Robert
McClain are referred to collectively herein as the "Plans" The Common Stock to
be registered pursuant to the Registration Statement are referred to herein as
the "Shares."
For the purpose of rendering the opinions contained herein, we have
examined copies of:
(i) The Registration Statement;
(ii) The Plans;
(iii) 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
(iv) Such other documents and agreements as we have deemed necessary
or appropriate.
In our examination of the foregoing, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of natural
persons executing any of the foregoing documents, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as certified, photostatic, reproduced or
conformed copies of valid existing agreements or other documents and the
authenticity of the originals of such latter agreements or documents.
Based upon and subject to the foregoing, and in reliance thereon, and
subject to (i) compliance with applicable state securities laws and (ii) the
effectiveness of the Registration Statement pursuant to the Securities Act, 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 Plans, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of person whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
TDM/TJF
Exhibit 23.1
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 LaserPacific Media Corporation of our report dated March 4, 1999,
relating to the consolidated balance sheets of Laser-Pacific Media Corporation
and subsidiaries as of December 31, 1998, and 1997, 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, 1998, and related schedule,
which report appears in the December 31, 1998, annual report on Form 10-K of
Laser-Pacific Media Corporation.
/S/ KPMG LLP
Los Angeles, California
October 1, 1999