As filed with the Securities and Exchange Commission on February 28, 2000
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)
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MINNESOTA 3652 41-0946588
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation Classification Code Number) No.)
Or Organization)
2605 FERNBROOK LANE NORTH
MINNEAPOLIS, MINNESOTA 55447-4736
(Address, including Zip Code, of Principal Executive Offices)
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K-TEL INTERNATIONAL, INC.
1997 STOCK OPTION PLAN
K-TEL INTERNATIONAL, INC.
NONQUALIFIED STOCK OPTION AGREEMENTS
(Full Title of the Plan)
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STEVEN A. KAHN COPIES TO:
Chief Financial Officer AVRON L. GORDON, ESQ.
K-tel International, Inc. JAMES R. SANKOVITZ, ESQ.
2605 Fernbrook Lane North Briggs and Morgan,
Minneapolis, MN 55447-4736 Professional Association
(612) 559-6800 2400 IDS Center
(Name, Address, including Zip Code, Minneapolis, MN 55402-2157
and Telephone Number, including (612) 334-8400
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
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K-TEL INTERNATIONAL, INC.
1997 STOCK OPTION PLAN
Options to purchase Common Stock . . . . . . . . 1,500,000 N/A N/A N/A
Common Stock (par value $0.01) . . . . . . . . . 1,500,000 shares $5.28 (2) $7,920,000.00 $2,090.88
K-TEL INTERNATIONAL, INC.
1998 NON-QUALIFIED STOCK OPTION AGREEMENT
Option to purchase Common Stock . . . . . . . . 200,000 N/A N/A N/A
Common Stock (par value $0.01) . . . . . . . . . 200,000 shares $6.50 (3) $1,300,000.00 $343.20
K-TEL INTERNATIONAL, INC.
1999 NONQUALIFIED STOCK OPTION AGREEMENTS
Options to purchase Common Stock . . . . . . . . 15,000 N/A N/A N/A
Common Stock (par value $0.01) . . . . . . . . . 15,000 shares $8.7313 (3) $130,969.50 $34.58
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the K-tel International, Inc. 1997
Stock Option Plan and K-tel International, Inc. Nonqualified Stock Option
Agreements by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of outstanding shares of Common
Stock.
(2) Calculated solely for the purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of the
high and low sales prices for such stock as reported by the Nasdaq National
Market on February 24, 2000.
(3) Calculated solely for the purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by K-tel International, Inc.
(the "Company") pursuant to General Instruction E to the Form S-8 Registration
Statement under the Securities Act of 1933, as amended, to register an
additional 1,500,000 shares of the Company's Common Stock, $.01 par value (the
"Common Stock"), issuable pursuant to the Company's 1997 Stock Option Plan (the
"Plan"), 200,000 shares of Common Stock, issuable pursuant to the exercise of a
1998 Nonqualified Stock Option Agreement issued to Lawrence Kieves in 1998 and
15,000 shares of Common Stock, issuable pursuant to the exercise of 1999
Nonqualified Stock Option Agreements issued to three non-employee directors of
the Company in 1999. 600,000 shares of Common Stock issuable under the Plan have
been previously registered pursuant to the Company's Form S-8 Registration
Statement filed with the Securities and Exchange Commission on October 15, 1998
(Registration No. 333-65755) and 1,400,000 shares of Common Stock issuable under
the Plan have been previously registered pursuant to the Company's Form S-8
Registration Statement filed with the Securities and Exchange Commission on
March 16, 1999 (Registration No. 333-74471). The information contained in the
Company's Form S-8 Registration Statements dated October 15, 1998, and March 16,
1999, are hereby incorporated by reference in this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is considered to be part of this registration statement. Information
that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until all of the shares covered by this registration
statement have been sold:
- Annual Report on Form 10-K for the year ended June 30, 1999,
filed with the Commission on September 28, 1999;
- Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999 and December 31, 1999;
- Current Reports on Form 8-K filed on October 8, 1999, December
16, 1999 and January 21, 2000.
- Definitive Schedule 14A (Proxy Statement) filed with the
Commission on December 6, 1999; and
- Description of our common stock contained in our Current
Report on Form 8-K filed with the Commission on June 2, 1999.
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,
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 our Bylaws provides that we shall indemnify
persons to the extent required by Minnesota Statutes, section 302A.521. Section
302A.521 provides that a Minnesota business corporation shall indemnify any
director, officer, employee or agent of a corporation made or threatened to be
made a party to a proceeding, by reason of the former or present official
capacity (as defined) of the person, against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan, settlements and reasonable expenses
incurred by the person in connection with the proceeding if certain statutory
standards are met. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the
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corporation. Section 302A.521 contains detailed terms regarding such right of
indemnification and reference is made thereto for a complete statement of
such indemnification rights.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
5.1 Opinion of Briggs and Morgan, Professional Association.
10.1 K-tel International, Inc. 1997 Stock Option Plan, as amended.
10.2 K-tel International, Inc. Nonqualified Stock Option Agreement
issued October 19, 1998.
10.3 Form of K-tel International, Inc. Nonqualified Stock Option
Agreements for 5,000 shares issued February 25, 1999.
23.1 Consent of Briggs and Morgan, Professional Association (included
in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on Signature Page).
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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; (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; and (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.
(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 which remain unsold at the termination of the
offering.
(4) 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
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.
(b) 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 SEC 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 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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Minneapolis and State of Minnesota, on the 28th day
of February, 2000.
K-TEL INTERNATIONAL, INC.
By /s/ Philip Kives
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Philip Kives
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Philip Kives and Steven A. Kahn as his true and
lawful attorneys-in-fact and agents, 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 (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 SEC, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite or 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 all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully 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 on the dates and in the
capacities indicated.
NAME TITLE DATE
---- ----- ----
/s/ Philip Kives Chairman of the Board, Chief Executive FEBRUARY 28, 2000
- -------------------------------- Officer and Director (Principal -----------------
Philip Kives Executive Officer)
/s/ Steven A. Kahn Vice President and Chief Financial FEBRUARY 28, 2000
- -------------------------------- Officer (Principal Financial Officer -----------------
Steven A. Kahn and Principal Accounting Officer)
/s/ Lawrence Kieves Director FEBRUARY 28, 2000
- -------------------------------- -----------------
Lawrence Kieves
/s/ Herbert Davis Director FEBRUARY 28, 2000
- -------------------------------- -----------------
Herbert Davis
/s/ Jay William Smalley Director FEBRUARY 28, 2000
- -------------------------------- -----------------
Jay William Smalley
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NAME TITLE DATE
---- ----- ----
/s/ David Wolinsky Director FEBRUARY 28, 2000
- --------------------------------- -----------------
David Wolinsky
/s/ Dennis W. Ward Director FEBRUARY 28, 2000
- --------------------------------- -----------------
Dennis W. Ward
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Briggs and Morgan, Professional Association.
10.1 K-tel International, Inc. 1997 Stock Option Plan, as amended.
10.2 K-tel International, Inc. Nonqualified Stock Option Agreement
issued October 19, 1998.
10.3 Form of K-tel International, Inc. Nonqualified Stock Option
Agreements for 5,000 shares issued February 25, 1999.
23.1 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on Signature Page).
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