As filed with the Securities and Exchange Commission on January 29, 1999
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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Network Event Theater, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3864111
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
529 Fifth Avenue
New York, New York 10017
(Address of principal executive offices)
(Zip Code)
Network Event Theater, Inc. 1997 Stock Option Plan
Network Event Theater, Inc. 1996 Stock Option Plan
(Full title of the Plans)
Harlan D. Peltz
Network Event Theater, Inc.
529 Fifth Avenue
New York, New York 10017
(212) 622-7300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
===============================================================================
Title Of Securities Amount Proposed Proposed Amount Of
To Be Registered To Be Maximum Maximum Registration
Registered(1) Offering Aggregate Fee (2)
Price Per Offering
Share(2) Price(2)
===============================================================================
Common Stock, 850,000 shares $15.50 $13,175,000 $3,663
par value
$.01 per share
===============================================================================
<FN>
<F1>
(1) The maximum number of shares which may be issued pursuant to the Network
Event Theater, Inc. 1997 Stock Option Plan (the "1997 Plan") and the Network
Event Theater, Inc. 1996 Stock Option Plan (the "1996 Plan" and, together with
the 1997 Plan, the "Plans") covered by this Registration Statement. Pursuant to
Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"),
there are also being registered such additional indeterminate number of shares
as may be required to cover possible adjustments under the Plans as a result of
the adjustment provisions therein.
<F2>
(2) Estimated solely for the purpose of calculating the fee pursuant to
Rule 457(h) and 457(c) under the Securities Act, based on the average of the
high and low prices of the Registrant's common stock, par value $.01 per share
(the "Common Stock"), reported on the Nasdaq SmallCap Market on January 26,
1999.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Network Event Theater, Inc., a Delaware corporation (the
"Company" or the "Registrant"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1998.
(2) ______ The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1998.
(3) ______ The description of the Common Stock contained in the Company's
registration statement on Form 8-A, as filed with the Commission on January 17,
1996, including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 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 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. Any
statement in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also 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. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Section 145 of the General
Corporation Law of the State of Delaware permits a corporation to indemnify its
directors and officers against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlements actually and reasonably incurred by them
in connection with any action, suit or proceeding brought by third parties, if
such directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, i.e., one by or in the right
of the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors and officers in connection with the defense or
settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
The Certificate of Incorporation of the Company provides for indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a corporation may eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of Delaware or (iv) for any transaction
from which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective. The Company's
Certificate of Incorporation contains such a provision.
The Company's Bylaws authorize the Company to indemnify its directors,
officers, incorporators, employees and agents with respect to certain costs,
expenses and amounts incurred in connection with an action, suit or proceeding
by reason of the fact that any such person was serving as a director, officer,
incorporator, employee or agent of the Company. In addition, the Company's
Bylaws permit the Company to provide additional indemnification rights to its
officers and directors and to indemnify them to the fullest extent possible
under the General Corporation Law of the State of Delaware.
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Company maintains a standard form of directors' and officers'
liability insurance policy which provides coverage to the directors and officers
of the Company for certain liabilities, including certain liabilities which may
arise out of this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form SB-2, Registration No.
33-80935, filed on March 6, 1996 (the "Form SB-2")).
4.2 Certificate of Amendment of Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.2 to the Form
SB-2).
4.3 Certificate of Amendment of Certificate of Incorporation, as
filed May 27, 1998 (incorporated herein by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1998).
4.4 Bylaws of the Company (incorporated herein by reference
to Exhibit 3.3 to the Form SB-2).
4.5 Network Event Theater, Inc. 1996 Stock Option Plan
(incorporated herein by reference to Exhibit 10.1 to the
Form SB-2).
4.6* Network Event Theater, Inc. 1997 Stock Option Plan.
5.1* Opinion of Proskauer Rose LLP re: legality of securities.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Proskauer Rose LLP (included in Exhibit 5.1).
24.1* Powers of Attorney (included on signature page).
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* Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes that it will:
(1) ______ File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the 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 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, 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) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
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 New York, State of New York, on January 29, 1999.
Network Event Theater, Inc.
By:/s/ Harlan D. Peltz
Harlan D. Peltz
Chairman of the Board and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Harlan D. Peltz, Don
Leeds, Bruce L. Resnik or any of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution, to sign on his behalf individually
and in any and all capacities (until revoked in writing), any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission, granting to
such attorneys-in-fact and agents, and each of them, full power and authority to
do all such other acts and things requisite or necessary to be done, and to
execute all such other documents as they, or any of them, may deem necessary or
desirable in connection with the foregoing, as fully as the undersigned might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/Harlan D. Peltz Chairman of the Board and January 29, 1999
- -------------------- Chief Executive Officer
Harlan D. Peltz (principal executive officer)
/s/ Don Leeds President and Director January 29, 1999
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Don Leeds
/s/ Bruce L. Resnik Executive Vice President, January 29, 1999
Bruce L. Resnik Chief Financial Officer
and Secretary (principal
financial and accounting
officer)
/s/ Freddie Fields Director January 29, 1999
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Freddie Fields
/s/ Howard Klein Director January 29, 1999
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Howard Klein
/s/ Metin Negrin Director January 29, 1999
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Metin Negrin
/s/ George Lindemann Director January 29, 1999
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George Lindemann
EXHIBIT INDEX
4.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form SB-2, Registration No.
33-80935, filed on March 6, 1996 (the "Form SB-2")).
4.2 Certificate of Amendment of Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.2 to the Form
SB-2).
4.3 Certificate of Amendment of Certificate of Incorporation, as
filed May 27, 1998 (incorporated herein by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1998).
4.4 Bylaws of the Company (incorporated herein by reference to
Exhibit 3.3 to the Form SB-2).
4.5 Network Event Theater, Inc. 1996 Stock Option Plan
(incorporated herein by reference to Exhibit 10.1 to the
Form SB-2).
4.6* Network Event Theater, Inc. 1997 Stock Option Plan.
5.1* Opinion of Proskauer Rose LLP.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Proskauer Rose LLP (included in Exhibit 5.1).
24.1* Powers of Attorney (included on signature page).
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* Filed herewith.