As filed with the Securities and Exchange Commission on October 15, 1998
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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K-TEL INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-0946588
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2605 Fernbrook Lane North
Minneapolis, MN 55447-4736
(Address, including zip code, of Registrant's principal executive offices)
K-TEL INTERNATIONAL, INC.
1997 STOCK OPTION PLAN
1997 NON-QUALIFIED STOCK OPTION AGREEMENTS
1998 NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full Title of the Plans)
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Corey E. Fischer
Chief Financial Officer
K-tel International, Inc.
23801 Calabasas Road
Suite 2000
Calabasas, CA 91302
(818) 225-6160
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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(Cover page continued from preceding page)
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered offering price per aggregate offering fee
registered share price
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Common Stock, par value
$.01 per share 1,044,500 shares (1) $5.344(2) $5,581,803 $1,117(2)
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(1) Consists of the following shares: (a) 600,000 shares issuable pursuant
to the 1997 Stock Option Plan (the "1997 Plan"); (b) 251,000 shares
issuable pursuant to a non-qualified stock option agreement granted in
1997 (the "1997 Non-Qualified Stock Option Agreements"); and (c)
193,500 shares issuable pursuant to the non-qualified stock option
agreements granted in 1998 (the "1998 Non-Qualified Stock Option
Agreements"). The number of shares of Common Stock stated above may be
adjusted in accordance with the provisions of the 1997 Plan, the 1997
Non-Qualified Stock Option Agreement and the 1998 Non-Qualified Stock
Option Agreements (collectively the "Plans"), 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
Plans. The number of shares being registered for the 1997 Plan and the
1997 Non-Qualified Stock Option Agreement have been adjusted for the
two for one stock split by the Company prior to the date hereof and
since the respective dates of their adoption.
(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 $5.344 per
share, the average of the high and low prices of the Registrant's
Common Stock on the NASDAQ Stock Market on October 9, 1998, and
assuming that 1,044,500 shares is the maximum number of the
Registrant's securities issuable under the Plans 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.
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, 1998.
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.
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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. 1997 Stock Option Plan.
4.4 K-tel International, Inc. 1997 Non-Qualified Option
Agreements with each of Philip Kives, Patrick
Broderick,.Carolyn D'Alton, Tony Deloughery, Lourdes Diaz,
Claudia Pferr, Angelika Reitzammer, Anna Sahakian, Annette
Schilling, Jane Weber, and Corinna Wieja.
4.5 K-tel International, Inc. 1998 Non-Qualified Option
Agreements with each of Mark Margiotta, Richard Whinfrey,
Patrick Broderick and Jorma Kosensen.
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
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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 Sections 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 matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question where such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on October 6, 1998.
K-TEL INTERNATIONAL, INC.
By:/s/Philip Kives
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Philip Kives
Chairman and Chief Executive Officer
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
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/s/Philip Kives Chairman of the Board and
- ------------------- Chief Executive Officer
Philip Kives (Principal Executive Officer) October 6, 1998
/s/Corey E. Fischer Vice President - Finance,
- ------------------- Chief Financial Officer and
Corey E. Fischer Director
(Principal Financial Officer and
Principal Accounting Officer) October 6, 1998
/s/Jeffrey Koblick Director October 6, 1998
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Jeffrey Koblick
/s/Garry Kieves Director October 6, 1998
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Garry Kieves
/s/Lou Scheimer Director October 6, 1998
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Lou Scheimer
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EXHIBIT INDEX
Exhibit Description of Exhibit Sequentially
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Number Numbered Page
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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. 1997 Stock Option Plan.
4.4 K-tel International, Inc. 1997 Non-Qualified Option
Agreement with each of Philip Kives, Patrick Broderick,
Carolyn D'Alton, Tony Deloughery, Lourdes Diaz, Claudia
Pferr, Angelika Reitzammer, Anna Sahakian, Annette
Schilling, Jane Weber, and Corinna Wieja
4.5 K-tel International, Inc. 1998 Non-Qualified Option
Agreements with each of Mark Margiotta Richard Whinfrey,
Patrick Broderick and Jorma Kosensen.
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 Power of Attorney.
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