AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE TODD-AO CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-1679856
(State of incorporation) (I.R.S. Employer Identification Number)
172 GOLDEN GATE AVENUE
SAN FRANCISCO, CALIFORNIA 94102
(Address, including zip code of Registrant's principal executive offices)
1995 STOCK OPTION PLAN
(Full titles of Plans)
SILAS R. CROSS
VICE PRESIDENT/TREASURER
THE TODD-AO CORPORATION
900 N. SEWARD STREET
LOS ANGELES, CALIFORNIA 90038
PHONE (213) 962-4020
(Name, address and telephone number, including area code,
of agent for service)
Copy to:
DAN MALSTROM, ESQ.
ATTORNEY AT LAW
8 VIOX WAY
SAN RAFAEL, CALIFORNIA 94901-2660
PHONE (415) 485-9251
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Each Maximum Aggregate Amount of
Class of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
Class A
Common Stock 600,000 $7.25 $4,350,000 $1,500.00
(1) This calculation is made solely for the purpose of determining the amount
of the registration fee and is made pursuant to Rule 457(h) based upon the
last sale price of the Class A Common Stock as reported on the Nasdaq
National Market on August 3, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the Securities
and Exchange Commission by The Todd-AO Corporation (the "Company") are hereby
incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended August
31, 1994, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
November 30, 1994, February 28, 1995 and May 31, 1995, filed pursuant to
Section 13(a) of the Exchange Act.
(c) The description of the Company's Class A Common Stock contained in the
Company's Registration Statement on Form S-2, as filed on February 2, 1988
(Registration No. 33-19279).
(d) All documents subsequently filed by the Company 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 securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing 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
The Company's Certificate of Incorporation limits the liability of directors
to the maximum extent permitted by Delaware law. Delaware law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i)
for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
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intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its directors
and executive officers and may indemnify its other officers and employees and
other agents to the fullest extent permitted by Delaware law. The Company's
Bylaws also permit it to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the Bylaws would permit indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
4.1** 1995 Stock Option Plan, as adopted on February 7, 1995.
4.2* Form of Incentive Stock Option Agreement under the
1995 Stock Option Plan.
4.3.* Form of Nonqualified Stock Option Agreement under the
1995 Stock Option Plan.
5.1* Opinion of Dan Malstrom, Attorney at Law, as to legality of
securities being registered.
23.1* Consent of Deloitte & Touche LLP
23.2* Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see pages 4-5).
--------------------------
* Filed herewith electronically.
** Incorporated by reference from the Company's Proxy Statement dated January 3,
1995.
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
Page 4
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plans 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 of 1933, as amended (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.
(b) That, for purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the Delaware Corporation Law, the Certificate of
Incorporation of the Company, the Bylaws of the Company, or
otherwise, the Company 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 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 hereunder, 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Todd-AO
Corporation, a corporation organized and existing under the laws of the State
of Delaware, 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, on July 14, 1995.
Page 5
THE TODD-AO CORPORATION
By: /s/ Salah M. Hassanein
Salah M. Hassanein
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Salah M. Hassanein, Silas R. Cross
and Coburn T. Haskell, jointly and severally, acting alone or together,
as his attorneys-in-fact, each with the power of substitution, for him in
any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may 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.
Signature Title Date
/s/Robert A.
Naify Co-Chairman and July 12, 1995
(Robert A. Co-Chief Executive Officer
(Naify) (Principal Executive Officer)
/s/Silas R.
Cross Vice President/Treasurer July 13, 1995
(Silas R.
Cross)
/s/Coburn T. Vice President/Controller July 13, 1995
Haskell
(Coburn T. Haskell)
Director July , 1995
(A. C.
Childhouse)
/s/J. R.
DeLang Director July 17, 1995
(J. R.
DeLang)
Page 6
/s/Richard C.
Hassanein Director July 12, 1995
(Richard C.
Hassanein)
/s/ Salah M.
Hassanein Director July 14, 1995
(Salah M.
Hassanein)
/s/Herbert L.
Hutner Director July 11, 1995
(Herbert L.
Hutner)
/s/ Christopher D. Director July 13, 1995
Jenkins
(Christopher D.
Jenkins)
Director July , 1995
(Marshall
Naify)
Director July , 1995
(Michael S.
Naify)
/s/ Robert
J. Naify Director July 12, 1995
(Robert J.
Naify)
/s/ Zelbie
Trogden Director July 12, 1995
(Zelbie
Trogden)