UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FOUR MEDIA COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 95-4599440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2813 WEST ALAMEDA AVENUE
Burbank, California 91505
(Address of Principal Executive Offices) (Zip Code)
FOUR MEDIA COMPANY NONQUALIFIED STOCK OPTIONS,
FOUR MEDIA COMPANY 1997 STOCK PLAN AND
FOUR MEDIA COMPANY 1997 DIRECTOR OPTION PLAN
(Full title of the plan)
ROBERT T. WALSTON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
2813 WEST ALAMEDA STREET
BURBANK, CALIFORNIA 91505
(Name and address of agent for service)
(818) 840-7000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered/1/ offering price per share/2/ aggregate offering price/2/ registration fee/2/
Common Stock
$.01 par value 3,442,750 $10.00 $24,296,393 $7,168.00
1. Plus such additional number of shares ad may hereafter become issuable
pursuant to the antidilution provisions of the Plans and the Agreements.
2. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
offering price per share and aggregate offering price are based upon (a)
the weighted average exercise price, for shares subject to outstanding
options granted under the Plans and the Agreements and (b) the average of
the high and low prices of the Company's Common Stock on the Nasdaq Stock
Market on July 23, 1998, for shares reserved for future issuance upon the
exercise of options to be granted under the Plans (pursuant to Rule 457(c)
under the Securities Act).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will be
sent or given to employees, consultants and directors who have been granted
options to purchase shares of Common Stock, $.01 par value, in Four Media
Company ("Options") under the Four Media Company 1997 Stock Plan and the 1997
Director Option Plan and pursuant to Nonqualified Stock Option Agreements with
Repurchase Provisions, and are not being filed with, or included in, this
Registration Statement on Form S-8 (the "Registration Statement") in accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission").
Item 2. Registration Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given to employees, consultants and directors who have been granted
Options and are not being filed with, or included in, this Registration
Statement in accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been heretofore filed with the
Commission by Four Media Company, a Delaware corporation (the "Registrant"), are
incorporated by reference in this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
August 3, 1997 (File Number 0-21943), as filed with the Commission on November
4, 1997.
(b)(i) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended November 2, 1997, as filed with the Commission on December 18,
1997.
(ii) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended February 1, 1998, as filed with the Commission on March 17, 1998.
(iii) The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended May 3, 1998, as filed with the Commission on June 16, 1998.
(iv) The Registrant's current report on Form 8-K, dated February 2,
1998, as filed with the Commission on February 18, 1998 and Amendment thereto on
Form 8-K/A, as filed with the Commission on March 17, 1998.
(v) The Registrant's current report on Form 8-K, dated May 4, 1998, as
filed with the Commission on May 19, 1998 and Amendment thereto on Form 8-K/A,
as filed with the Commission on July 17, 1998.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A under the caption "Description
of Capital Stock," as filed with the Commission on January 31, 1997 pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant 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 such securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such 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
Under Section 145 of the Delaware General Corporation Law (the "DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in parties by
reason of their serving or having served in such capacity. The DGCL provides,
however, that such person must have acted in good faith and in a manner he or
she reasonably believed to be in (or not opposed to) the best interests of the
corporation and, in the case of a criminal action, such person must have had no
reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not
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permit indemnification in an action or suit by or in the right of the
corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnify for expenses the court deems proper in
light of liability adjudication. With respect to present or former directors and
officers, indemnity is mandatory to the extent a claim, issue or matter has been
successfully defended.
The Company's Bylaws (the "Bylaws") provide for mandatory indemnification
of directors and officers generally to the same extent authorized by the DGCL.
Under the Bylaws, the Company shall advance expenses incurred by an officer or
director in defending any such action if the director or officer undertakes to
repay such amount if it is determined that he or she is not entitled to
indemnification. The Company has obtained directors' and officers' liability
insurance.
The Company has entered into separate indemnification agreements with its
directors and officers. Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law; and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Four Media Company 1997 Stock Plan and Stock Option Agreement, as amended
4.2 Four Media Company 1997 Director Option Plan and Director Stock Option
Agreement, as amended
4.3 Form of Nonqualified Stock Option Agreement with Repurchase Provisions
5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding the
legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Greenberg Glusker Fields Claman & Machtinger LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof)
Item 9. Undertakings
(a) The 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:
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(i) To include any prospectus required by Section 10(a)(3) of 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. 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 this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 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 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 hereby 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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
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Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 and will be governed by
the final adjudication of such issue.
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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 of 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 Burbank, State of California, on this 23rd day of
July, 1998.
FOUR MEDIA COMPANY
By: /s/ Robert T. Walston
---------------------
Robert T. Walston
Chairman of the Board and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL ME BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert T. Walston and Alan S. Unger 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 or all amendments to this Registration
Statement, including post-effective amendments, 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 full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
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 date indicated.
Name Title Date
---- ----- ----
/s/ Robert T. Walston Chairman of the Board and July 16, 1998
- -------------------------- Chief Executive Officer
Robert T. Walston (principal executive officer)
/s/ Alan S. Unger Vice President and Chief Financial Officer July 16, 1998
- -------------------------- (principal financial and accounting officer)
Alan S. Unger
/s/ William Amon
- -------------------------- Director July 6, 1998
William Amon
/s/ Robert Bailey
- -------------------------- Director July 20, 1998
Robert Bailey
/s/ Paul Bricault
- -------------------------- Director July 10, 1998
Paul Bricault
/s/ John H. Donlon
- -------------------------- Director July 16, 1998
John H. Donlon
/s/ Edward Kirtman
- -------------------------- Director July 14, 1998
Edward Kirtman
/s/ Gavin W. Schutz
- -------------------------- Director July 16, 1998
Gavin W. Schutz
/s/ Shimon Topor
- -------------------------- Director July 14, 1998
Shimon Topor
/s/ Thomas Wertheimer
- -------------------------- Director July 10, 1998
Thomas Wertheimer
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EXHIBIT INDEX
Exhibits
4.1 Four Media Company 1997 Stock Plan and Stock Option Agreement, as amended
4.2 Four Media Company 1997 Director Option Plan and Director Stock Option
Agreement, as amended
4.3 Form of Nonqualified Stock Option Agreement with Repurchase Provisions
5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding the
legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Greenberg Glusker Fields Claman & Machtinger LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof)
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