As filed with the Securities and Exchange Commission on June __, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
K-TEL INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-0946588
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2605 Fernbrook Lane North
Minneapolis, Minnesota 55447-4736
(Address, including zip code, of Registrant's principal executive offices)
K-TEL INTERNATIONAL, INC.
1994 NONQUALIFIED STOCK OPTION PLAN
1996 NONQUALIFIED STOCK OPTION PLAN
1997 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Mark J. Dixon
Vice President - Finance and Chief Financial Officer
K-tel International, Inc.
2605 Fernbrook Lane North
Minneapolis, Minnesota 55447-4736
(612) 559-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
(Cover page continued on next page)
(Cover page continued from preceding page)
CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered offering price per share aggregate offering price fee
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Common Stock, par value
$.01 per share 442,500 shares (1) $8.00 $3,540,000 $1,073 (2)
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(1) Consists of the following shares: (a) 12,500 shares issuable pursuant
to non-qualified stock option agreements granted in 1994 (the "1994
Options"); (b) 400,000 shares issuable pursuant to non-qualified stock
option agreements granted in 1996 (the "1996 Options"); and (c) 30,000
shares issuable pursuant to a non-qualified stock option agreement
granted in 1997 (the "1997 Option"). The number of shares of Common
Stock stated above may be adjusted in accordance with the provisions of
the 1994 Options, the 1996 Options, and the 1997 Option, in the event
that, during the period such options are in effect there is effected
any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment
of a stock dividend or any other increase or decrease in the number of
shares effected without receipt of consideration by the Company.
Accordingly, this Registration Statement covers, in addition to the
number of shares of Common Stock stated above, an indeterminate number
of shares which by reason of any such events may be issued in
accordance with the 1994 Options, the 1996 Options and the 1997 Option.
(2) Pursuant to Rule 457(h)(1), the aggregate offering price and the amount
of the registration fee is computed based on the price of $8.00 per
share, the average of the high and low prices of the Registrant's
Common Stock on The Nasdaq Stock Market on June 3, 1997, and assuming
that 442,500 shares is the maximum number of the Registrant's
securities issuable under the Plan that are covered by the Registration
Statement.
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
PROSPECTUS
K-TEL INTERNATIONAL, INC.
442,500 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
K-TEL INTERNATIONAL, INC.
1994 NON-QUALIFIED STOCK OPTION AGREEMENTS
1996 NON-QUALIFIED STOCK OPTION AGREEMENTS
1997 NON-QUALIFIED STOCK OPTION AGREEMENT
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.
The 442,500 shares of Common Stock, $.01 par value per share (the
"Stock"), of K-tel International, Inc. (the "Company") covered by this
Prospectus are to be offered from time to time to certain employees of the
Company or any of its subsidiaries pursuant to the terms of the K-tel
International, Inc. 1994 Non-Qualified Stock Option Agreements, 1996
Non-Qualified Stock Option Agreements, and the 1997 Non-Qualified Stock Option
Agreement (the "Plan") which are described herein.
The outstanding shares of Stock and the shares offered hereby will be
listed on The Nasdaq Stock Market.
This Prospectus may not be used in the reoffer or resale of shares
purchased pursuant to the Plan. Persons who are not deemed to be "affiliates" of
the Company within the meaning of Rule 405 under the Securities Act of 1933 (the
"Act") may reoffer or resell shares purchased by them under the Plan without
restriction. "Affiliates" of the company may reoffer or resell such shares only
pursuant to (a) the requirements of the Rule 144 under said Act, or (b) a
registered offering involving a separate prospectus.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
The date of this Prospectus is June __, 1997
AVAILABLE INFORMATION
The Company undertakes to provide without charge to each person to whom
a Prospectus is delivered, upon written or oral request, a copy of any and all
of the information that has been incorporated by reference in Item 3 of Part II
of the Registration Statement, other than certain exhibits to such documents,
relating to the shares covered hereby. These documents are incorporated by
reference in this Section 10(a) Prospectus. In addition, the Company undertakes
to provide without charge to each participant in the Plan, upon written or oral
request, a copy of the documents required to be delivered to participants
pursuant to Rule 428(b) under the Act. Such requests, along with requests for
information regarding the Plan and its administrators, should be directed to
Mark J. Dixon, Vice President - Finance and Chief Financial Officer, K-tel
International, Inc., 2605 Fernbrook Lane North, Minneapolis, Minnesota
55447-4736 (telephone: (612) 559-6820.
DESCRIPTION OF THE PLAN
The Board of Directors of the Company has, from time to time, granted
non-qualified stock options to certain key employees which were not under the
Company's 1987 Stock Incentive Plan. The purpose of these options is to attract
and retain outstanding individuals as officers and employees of the Company and
its subsidiaries and to furnish incentives to such persons by providing them the
opportunity to acquire shares of Stock.
The aggregate number of shares of Stock reserved for issuance pursuant
to the non-qualified stock options granted under the agreements in this Plan is
442,500 shares. To the extent that any options under the Plan lapse, expire, are
terminated or cancelled, such shares will not again be available under the Plan.
The Plan is administered by the Compensation Committee of the Board of
Directors of the Company or the Board of Directors of the Company. The
Compensation Committee and the Board of Directors have authority to establish
specific terms relative to options granted pursuant to the Plan, including but
not limited to, vesting requirements, period of exercise after termination of
employment, and limitations on exercise.
The exercise price for the non-qualified stock options granted under
the Plan is the fair market value of the Stock at the time the respective option
is granted. The period of any option will be determined by the Board of
Directors or the Compensation Committee, but the term of options may not be any
longer than ten years from the date of grant. The period of any option will be
set forth in the option agreement for the respective option.
This description is qualified in its entirety by reference to the
respective option agreement for the options granted under the Plan. The Plan is
not a qualified plan under Section 401(a) of the Internal Revenue Code of 1986,
as amended (the "Code"), and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
U.S. FEDERAL INCOME TAX EFFECTS
The options granted under the Plan are all non-qualified stock options
("NQSO's"). Holders of NQSO's will not realize income until the option is
exercised. At the time of exercise, the grantee will realize ordinary income,
and the Company will become entitled to a corresponding deduction in the amount
by which the market value of the purchased shares at the time of exercise
exceeds the exercise price for such shares. If an optionee thereafter sells such
shares, the gain or loss, if any, realized upon such disposition will constitute
capital gain or loss to the optionee. At the time of exercise, the grantee must
deliver to the Company the amount of the exercise price for the shares of Stock
purchased upon exercise of the option and the amount of federal and state income
tax withholding that the Company determines is required to be withheld at the
time of the exercise.
INDIVIDUAL TAX IMPLICATIONS ATTENDANT TO PARTICIPATION IN THE PLAN ARE
THE RESPONSIBILITY OF THE INDIVIDUAL PARTICIPANT. THE BRIEF DESCRIPTION OF
FEDERAL TAX CONSEQUENCES PROVIDED ABOVE IS BASED UPON CURRENT LAW AND THE
POLICIES OF THE UNITED STATES DEPARTMENT OF THE TREASURY AND THE INTERNAL
REVENUE SERVICE, AND IT SHOULD BE UNDERSTOOD THAT SUCH DESCRIPTION IS NOT
EXHAUSTIVE, THAT THE LAW MAY CHANGE AND, FURTHER, THAT SPECIAL RULES ARE
PROVIDED WITH RESPECT TO SITUATIONS NOT SPECIFICALLY DISCUSSED HEREIN.
PARTICIPANTS AR URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS WITH RESPECT
TO THE TAX CONSEQUENCES OF ANY TRANSACTIONS.
RESALE OF STOCK
This Prospectus may not be used in the reoffer or resale of shares of
Stock purchased upon exercise of options granted pursuant to the Plan. Persons
who are not deemed to be "affiliates" of the Company within the meaning of Rule
405 under the Securities Act of 1933 (the "Act") may reoffer or resell shares
purchased by them under the Plan without restriction. "Affiliates" of the
company may reoffer or resell such shares only pursuant to (a) the requirements
of the Rule 144 under said Act, or (b) a registered offering involving a
separate prospectus.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by K-tel
International, Inc. (the "Company") (File No. 0-6664) are incorporated in this
Registration Statement on Form S-8 (the 'Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996;
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996; and
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a 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
Article V, Section 5.01 of the Bylaws of the Company provides that the
Company shall indemnify persons to the extent required by Minnesota Statutes,
Section 302A.521. Section 302A.521 provides that a corporation shall indemnify
any person who was or is made or is threatened to be made a party to any
proceeding by reason of the former or present official capacity of such person
against judgments, penalties and fines, including, without limitation, excise
taxes assessed against such person with respect to an employee benefit plan,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same penalties, fines, taxes and expenses with
respect to the same acts or omissions; acted in good faith; received no improper
personal benefit and Section 302A.255 (regarding conflicts of interest), if
applicable, has been satisfied; in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and in the case of acts or
omissions by persons who are or were serving other organizations at the request
of the corporation or whose duties involve or involved service for other
organizations, reasonably believed that the conduct was not opposed to the best
interests of the corporation.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit (3) filed as part of the
Company's Annual Report on Form 10-K for the year ended June
30, 1985))
4.2 By-laws of the Company (incorporated by reference to Exhibit
(3) filed as part of the Company's Annual Report on Form 10-K
for the year ended June 30, 1985))
4.3 K-tel International, Inc. 1994 Non-Qualified Stock Option
Agreements with Mark J. Dixon and Jeffrey Koblick (1994
Non-Qualified Stock Options)
4.4 K-tel International, Inc. 1996 Non-Qualified Stock Option
Agreements with David Weiner and Philip Kives (1996
Non-Qualified Stock Options)
4.5 K-tel International, Inc. 1997 Non-Qualified Stock Option
Agreement with William Isaacs (1997 Non-Qualified Stock
Option)
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A. (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney
ITEM 9: UNDERTAKINGS
Rule 415 Offering.
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (i) and (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
Company pursuant to Section 13 or Section 15(d) of 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 of 1933, each such post-effective amendment 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) 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 mater 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
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Company 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 Minneapolis, State of Minnesota, on June 5,
1997.
K-TEL INTERNATIONAL, INC.
By: /s/David Weiner
David Weiner
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.
Signature Title Date
- --------- ----- ----
Chairman of the Board and
* Chief Executive Officer
- ----------------------- (Principal Executive Officer)
Philip Kives June 5, 1997
/s/ David Weiner
- ----------------------- President and Director
David Weiner June 5, 1997
Vice President - Finance,
Chief Financial Officer and
Director
/s/ Mark J. Dixon (Principal Financial Officer and
- ----------------------- Principal Accounting Officer) June 5, 1997
Mark J. Dixon
Senior Vice President - June 5, 1997
* Purchasing and Operations and
- ----------------------- Director
Jeffrey Koblick
* Director June 5, 1997
- -----------------------
Garry Kieves
* Director June 5, 1997
- -----------------------
Lou Scheimer
* By /s/Mark J. Dixon As attorney-in-fact for the above June 5, 1997
- ----------------------- officers and directors marked by
Mark J. Dixon an asterisk.
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit (3) filed as part of the
Company's Annual Report on Form 10-K for the year ended June
30, 1985)
4.2 By-laws of the Company (incorporated by reference to Exhibit
(3) filed as part of the Company's Annual Report on Form 10-K
for the year ended June 30, 1985)
4.3 K-tel International, Inc. 1994 Non-Qualified
Stock Option Agreements with Mark J. Dixon and
Jeffrey Koblick
4.4 K-tel International, Inc. 1996 Stock Option
Agreements with David Weiner and Philip Kives
4.5 K-tel International, Inc. 1997 Stock Option
Agreement with William Isaacs
5.1 Opinion of Kaplan, Strangis and Kaplan, P.A.
23.1 Consent of Kaplan, Strangis and Kaplan, P.A.
(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney