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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1996.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DOVE AUDIO, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization)
95-4015834
(I.R.S. Employer Identification No.)
8955 BEVERLY BOULEVARD, WEST HOLLYWOOD, CALIFORNIA 90048
(Address of Principal Executive Offices)
DOVE AUDIO, INC.
1994 STOCK INCENTIVE PLAN
(Full Title of the Plan)
MICHAEL VINER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
DOVE AUDIO, INC.
8955 Beverly Boulevard
West Hollywood, California
90048
(Name and Address of Agent For Service)
(310) 786-1600
(Telephone Number, Including Area Code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee (1)
- ---------- ---------- --------- --------- -------
Common
Stock, $.01 Par Value 400,000 shares $10.50 $4,200,000 $1,449
- ---------------
(1) These amounts have been estimated in accordance with Rule 457(c) and (h)
solely for the purpose of calculating the Registration Fee. The share price has
been determined by averaging the bid and ask price of the Common Stock on
June 17, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The documents containing the information specified in this Part I
have been or will be sent or given to optionees as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Act"). Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 under the Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II
of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act. Copies of all documents
incorporated by reference in Item 3 of Part II of this Form S-8
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference herein), as well as other
documents required to be delivered to employees pursuant to
Rule 428(b), will be provided without charge to each person,
including any beneficial owner, on the written or oral request of
such person made to Dove Audio, Inc., 8955 Beverly Boulevard,
West Hollywood, California 90048, Attention: Simon Baker, Chief
Financial Officer, Telephone: (310) 786-1600.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Dove Audio, Inc. (the
"Company") with the Commission are hereby incorporated by reference in this
Registration Statement.
1. The Company's Annual Report on Form 10-KSB for fiscal year ended
12/31/95;
2. Amendment to Annual Report of the Company on Form 10-KSB/A for the
fiscal year ended December 31, 1995;
3. Quarterly Report of the Company on Form 10-QSB for the fiscal
quarter ended March 31, 1996;
4. Current Report of the Company on Form 8-K/A filed March 8, 1996;
and
5. The description of Common Stock contained in the Company's
Registration Statement on Form 8-A, filed on October 14, 1994.
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 that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part thereof from the date of filing of such documents.
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A document incorporated or deemed to be incorporated by reference
herein shall 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 is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
The Company's Bylaws, as amended, state that the Company shall provide
indemnification of agents (as defined in Section 317 of the California General
Corporation Law) to the extent permitted by Section 317 of the California
General Corporation Law. The general effect of Section 317 of the California
General Corporation Law and the Company's Bylaws, as amended, is to provide for
indemnification of a corporation's agents except in situations in which an agent
has been adjudged to be liable to the corporation or if the matter is disposed
of without court approval.
The rights to indemnification provided by Section 317 of the California
General Corporation Law and by the Bylaws are not exclusive of any other right
which any person may have or acquire under a statute, bylaw, agreement, vote of
shareholders or of disinterested directors or otherwise.
Except to the extent set forth above, there is no current article,
provision, bylaw, contract or arrangement under which any director or officer of
the Company is indemnified in any manner by the Company against any liability
which may be incurred in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See index to exhibits on page II-6.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement:
(i) To include any additional or changed
material information on the plan of distribution.
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(2) That, for determining liability under the Securities Act
of 1933, to treat each post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered which
remain unsold at the end of the offering.
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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 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 West Hollywood, State of California, on the 21st day
of June, 1996.
Dove Audio, Inc.
By: /s/ Michael Viner
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Michael Viner, Chief Executive Officer,
President and Director
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Michael Viner his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments and
post-effective amendments to this Registration Statement, and to file the same,
with all Exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney-in-fact and agent
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
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may lawfully
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 indicated on this 21st day of June, 1996.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael Viner
-------------------------
Michael Viner President, Chief Executive Officer and June 21, 1996
Director
/s/ Simon Baker
-------------------------
Simon Baker Chief Financial Officer June 21, 1996
(principal accounting officer)
/s/ Gerald Leider
-------------------------
Gerald Leider Chairman and Director June 21, 1996
/s/ Deborah Raffin
-------------------------
Deborah Raffin Vice President, Secretary and Director June 21, 1996
/s/ Charles Weber
-------------------------
Charles Weber Chief Operating Officer and Director June 21, 1996
-------------------------
Freddie Fields Director June , 1996
----
-------------------------
James Belasco Director June , 1996
----
-------------------------
Gary Matus Director June , 1996
----
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE
----------- ---------------------- ----
4.1 Registrants' 1994 Stock Incentive Plan............
5.1 Opinion of Kaye, Scholer, Fierman, Hays &
Handler, LLP......................................
23.1 Consent of Kaye, Scholer, Fierman, Hays &
Handler, LLP (included in Exhibit No. 5)..........
23.2 Consent of KPMG Peat Marwick LLP..................
23.3 Consent of Ernst & Young LLP......................
24 Power of Attorney (included on page II-5.1).......
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