SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETWORKS NORTH, INC.
f/k/a NTN CANADA, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation or organization)
11-2805051
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(I.R.S. Employer Identification No.)
14 Meteor Drive
Etobicoke, Ontario M9W 1A4
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(Address of Principal Executive Offices) (Zip Code)
TRIOSEARCH, INC. LONG TERM INCENTIVE PLAN
1998 STOCK OPTION PLAN
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(Full title of the plans)
Frederick M. Mintz, Esq.
Mintz & Fraade, P.C.
488 Madison Avenue, New York, NY 10022
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(Name and address of agent for service)
(212) 486-2500
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(Telephone number, including area code, of agent for service)
Proposed Proposed
Title of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered(1) per share offering price registration fee
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Common
Stock, par
value $0.0467 30,000 $2.33 $69,900.00 $20.62
Common
Stock, par
value $0.0467 375 $3.50 $1,312.00 $.39
Common
Stock, par
value $0.0467 489,125 $4.35(2) $2,127,693.70 $627.66
Common
Stock, par
value $0.0467 969,625(3) $3.125(4) $3,030,078.10 $893.87
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(1) Represents an aggregate of 1,000,000 shares of Common Stock underlying
options granted or to be granted pursuant to the Registrant's stock option
plans. As of May 31, 1998, two employees exercised options to purchase an
aggregate of 30,375 shares pursuant to the Registrant's Triosearch, Inc.
Stock Option Plan (the "Triosearch Plan"). Pursuant to the approval of the
shareholders of the Company at the annual meeting of shareholders of the
Registrant on February 27, 1998, the Company replaced the Triosearch Plan
with a new stock option plan (the "1998 Plan") which increased the number
of shares of the Company's Common Stock subject to the Triosearch Plan of
525,000 to 1,000,000 pursuant to the 1998 Plan. The 1,000,000 shares of
the Common Stock being registered represent (a) the 30,375 shares of
Common Stock issued as a result of the exercise of existing options under
the Triosearch Plan, (b) 489,125 shares of Common Stock which may be
acquired pursuant to options which have been granted but not exercised
under the Triosearch Plan which, if not exercised by the applicable expiry
date, may be granted under the 1998 Plan and (c) 480,500 shares of Common
Stock which may be issued pursuant to options that are currently available
for grant under the 1998 Plan, provided, however, that to the extent that
any of the options granted are not exercised under the Triosearch Plan,
the 480,500 options which may be granted pursuant to the 1998 Plan will be
increased by such amount. The terms and conditions of the Triosearch Plan
still apply to the 519,500 options granted to employees of the Registrant
under the Triosearch Plan, however, the remaining options which may be
granted pursuant to the 1998 Plan (up to 969,625 options, less any of the
489,125 options granted under the Triosearch Plan which are exercised)
shall be granted pursuant to the terms
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and conditions of the 1998 Plan. An undetermined number of additional
shares may be issued if the antidilution provisions of the Triosearch Plan
or the 1998 Plan become operational.
(2) The exercise price of the remaining 489,125 options granted under the
Triosearch Plan was fixed by the Board of Directors of the Registrant
based upon the price of the Registrant's Common Stock preceding the
authorization of such options. At a duly held meeting of the Board of
Directors of the Registrant on July 10, 1998. the Board of Directors
unanimously approved to lower such exercise price on all options granted
to $3.00 per share, provided the grantees agree not to sell such shares
for a period of six months. As of this date, although the grantees have
not made their election, Management believes the grantees will agree to
such reduction. The average exercise price of the options if any of the
grantees do not agree to the lower option price and the terms and
conditions therewith is $4.35 per share. The Registrant shall pay such
additional registration fee to the Securities and Exchange Commission if
any of the grantees do not agree to such reduction.
(3) Represents the 489,125 shares of Common Stock underlying options not yet
exercised which were granted under the Triosearch Plan, which, if expired,
may be re-granted under the 1998 Plan, and 480,500 shares of Common Stock
underlying options which may be granted under the 1998 Plan. To the extent
that any of the remaining options granted under the Triosearch Plan are
exercised, the number of shares of Common Stock underlying options
eligible to be issued under the 1998 Plan will be reduced proportionately.
(4) Pursuant to Rule 457(c) of the Securities Act, the registration fee has
been calculated based upon the closing sale price as reported by NASDAQ
Small-Cap Market for the Company's Common Stock on August 10, 1998.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: |x|
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Part 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All documents furnished to participants in the Registrant's Triosearch
Long Term Incentive Plan and the 1998 Stock Option Plan pursuant to Rule 428 and
containing the information required in Part I of this Form S-8 under the
Securities Act of 1933, as amended, are on file at the Registrant's principal
executive offices.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities & Exchange
Commission (the "Commission") by NTN Canada, Inc. (the "Registrant") are
incorporated herein by reference and made a part hereof:
1. The description of the Registrants common stock as contained in Item
11 of the Registrants Registration Statement on Form 10, as filed
with the Commission on January 5, 1998;
2. The Registrant's Annual Report on Form 10-K for the year ended
August 31, 1997;
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ending May 31, 1998, February 28, 1998 and November 30, 1997;
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of the filing of such reports or other
documents.
Item 6. Indemnification of Directors and Officers
Article Tenth of the Registrant's Amended Certificate of Incorporation
provides for the elimination of personal liabilities of directors of the
registrant for breaches of certain of their fiduciary duties to the full extent
permitted by Sections 717 and 719 of the New York Business Corporation Law
("BCL"). Specifically, it states that no director of the Registrant shall be
personally liable to the corporation or any of its shareholders for damages of
any breach of duty in any such capacity except if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of the law, or
that he personally gained in fact a financial profit or other advantage to which
he was not legally entitled or that his acts violated Section 719 of the BCL.
Section 801(b)(14) of the BCL enables a corporation in its certificate of
incorporation to strike out, change or add any provision not inconsistent with
the BCL or any other statute, relating to the business of the corporation, its
affairs, its rights or powers or the rights or powers of its shareholders, or
directors or officers. Section 717 provides for the elimination of personal
liabilities of directors provided they act in good faith and with the degree of
care used by an ordinary prudent person under like circumstances. Thus, no such
provision may eliminate or limit the liability of a
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director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating the law, paying an
unlawful dividend, approving an illegal stock repurchase or obtaining an
improper personal benefit.
Item 8. Exhibits
The exhibits to the Registration Statement are listed in the Index to
Exhibits included on Page II-4 herein.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to the
Registration Statement to include any material information about the plan not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
B. That for the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be deemed a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed the initial bona fide offering thereof.
C. To remove by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
D. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. If 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 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, as amended,
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 Etobicoke, Province of Ontario, on this 10th day
of August, 1998.
NETWORKS NORTH, INC.
By: /s/ Peter Rona
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Peter Rona, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
Name Title Date
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Peter Rona * President, Chief Executive August 10, 1998
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Peter Rona & Accounting Officer and
Chairman of the Board of
Directors of the Registrant
Douglas R. Connolly * Director August 10, 1998
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Douglas R. Connolly
Daniel C. Downs * Director August 10, 1998
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Daniel C. Downs
Dale G. Smith * Director August 10, 1998
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Dale G. Smith
Lorne C. Stephenson * Director August 10, 1998
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Lorne C. Stephenson
Adrian P. Towning * Director August 10, 1998
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Adrian P. Towning
Bart Yabsley * Director August 10, 1998
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Bart Yabsley
* By: /s/ Peter Rona
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Peter Rona
as Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Triosearch, Inc. Long Term Incentive Plan
4.2 1998 Stock Option Plan
5 Opinion of Mintz & Fraade, P.C.
23.1 Consent of Ernst & Young
23.2 Consent of Mintz & Fraade, P.C.
(contained in its opinion filed as Exhibit 5)
24 Powers of Attorney
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