As filed with the Securities and Exchange Commission on November 27, 1996
Registration No.333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
On Command Corporation
(Exact name of issuer as specified in its charter)
Delaware 77-0435194
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
3301 Olcott Street
Santa Clara, California 95054
(Address of Principal Executive Offices, including Zip Code)
ON COMMAND CORPORATION 1996 KEY EMPLOYEE STOCK PLAN
(Full Title of the Plan)
Arthur M. Aaron, Esq.
Vice President, Acting General Counsel and Secretary
c/o Ascent Entertainment Group, Inc.
One Tabor Center
1200 Seventeenth Street
Denver, Colorado 80202
(303) 626-7000
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered per Share Offering Price
- ----------------------------------------------------------------------
Common Stock 3,000,000 $15.875 (2) $47,625,000(2) $14,432
($.01 par shares(1)
value)
- ----------------------------------------------------------------------
(1) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to adjustments deemed necessary or
equitable by the Compensation Committee of the Board of Directors of the
Registrant upon changes in capitalization, as provided in Section 10 of
the On Command Corporation 1996 Key Employee Stock Plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee on the basis of the average of the high and low
prices of the Registrant's Common Stock on the NASDAQ National Market
reporting system on November 22, 1996.
Page 1 of 14 pages - Exhibit Index at page 8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by On Command Corporation
(the "Company") (Commission File No. 00-21315) pursuant to the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) Amendment No. 3 to the Company's Registration Statement
on Form S-4, Commission File No. 333-10407, including
the description of the Company's Common Stock appearing
on page 96 of the Registration Statement.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996.
(c) The Company's Form 8-A, Commission File No. 00-21315.
All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 14 or 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 remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents with
the Commission.
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12(g) of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
An opinion as to the validity of the securities being issued has been
rendered for the Company by Arthur M. Aaron, Vice President, Acting General
Counsel and Secretary of the Company. As of November 27, 1996, Mr. Aaron owned
no shares of the Company's Common Stock ("Common Stock") and had no options to
purchase shares of Common Stock.
Mr. Aaron is Vice President, Business and Legal Affairs and
Secretary of Registrant's parent company, Ascent Entertainment
Group, Inc. ("Ascent"). As of November 27, 1996, Mr. Aaron was
the beneficial owner of 1,000 shares of Ascent Common Stock and
had options to purchase 100,000 shares of Ascent Common Stock,
none of which options were exercisable.
Item 6. Indemnification of Officers and Directors
Reference is made to the provisions of Article IX of the Registrant's
Certificate of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the Registrant's By-laws filed as Exhibit 4(b) hereto.
Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") permits a corporation to indemnify
certain persons made a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful. If,
however, any threatened, pending or completed action, suit or proceeding is by
or in the right of the corporation, the director or officer is not permitted to
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable to the corporation unless the Delaware Court of Chancery,
or such other court adjudicating the action, determines otherwise.
Additionally, there are in effect directors' and officers' liability
insurance policies which insure the Registrant's directors and officers against
certain liabilities that they may incur in such capacities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
4(a) Certificate of Amended and Restated
Certificate of Incorporation of On Command
Corporation (as amended through August 13,
1996) (Incorporated by reference to Exhibit
3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-4,
Commission File No. 333-10407).
4(b) Amended and Restated By-laws of On
Command Corporation (as amended through
August 13, 1996) (Incorporated by reference
to Exhibit 3.3 to Amendment No. 1 to the
Company's Registration Statement on Form S-4,
Commission File No. 333-10407).
5(a) Opinion of Arthur M. Aaron, Vice President, Acting General
Counsel and Secretary of the Registrant, as to the legality
of the shares of Common Stock to which this Registration
Statement applies being registered.
5(b) Not applicable.
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of KPMG Peat Marwick LLP
23(d) Consent of Arthur M. Aaron (contained in
Exhibit 5(a)).
24 Powers of Attorney.
Item 9. Undertakings (numbered as in Item 512 of Regulation S-K)
(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 of 1933;
(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;
(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;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 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. 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 Act and will
be governed by the final adjudication of such issue.
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 Denver, State of Colorado, on November 27, 1996.
On Command Corporation
(Registrant)
Date: November 27 , 1996 By /s/ Arthur M. Aaron
-----------------------
Arthur M. Aaron
Vice President, Acting General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons by power of
attorney in the capacities and on the date indicated.
(1) Principal executive officer
Date: November 27 , 1996 /s/ Robert M. Kavner*
---------------------
(Robert M. Kavner, President
and Chief Executive Officer)
(2) Principal financial officer
Date: November 27, 1996 /s/ Brian A.C. Steel*
(Brian A.C. Steel, Executive Vice
President, Chief Financial Officer
and Chief Operating Officer)
(3) Principal accounting officer
Date: November 27, 1996 /s/ Edward Neumann*
Edward Neumann, Vice President,
Finance)
(4) Board of Directors
Date: November 27, 1996 /s/ James Cronin*
(James Cronin, Director)
Date: November 27, 1996 /s/ Charles Lyons*
(Charles Lyons, Chairman of the
Board and Director)
Date: November 27, 1996 /s/ Robert M. Kavner*
(Robert M. Kavner, Director)
Date: November 27, 1996 /s/ Brian A.C. Steel*
(Brian A.C. Steel, Director)
Date: November 27, 1996 /s/ Gary Wilson*
(Gary Wilson, Director)
Date: November 27, 1996 /s/ Warren Y. Zeger*
(Warren Y. Zeger, Director)
* By: /s/ Arthur M. Aaron
Arthur M. Aaron, Attorney-in-fact
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
4(a) Certificate of Amended and
Restated Certificate of
Incorporation of On Command
Corporation (as amended through
August 13, 1996) (Incorporated
by reference to Exhibit 3.1 to
Amendment No. 1 to the Company's
Registration Statement on Form
S-4, Commission File No.
333-10407).
4(b) Amended and Restated By-laws of
On Command Corporation (as
amended through August 13, 1996)
(Incorporated by reference to
Exhibit 3.3 to Amendment No. 1
to the Company's Registration
Statement on Form S-4,
Commission File No. 333-10407).
5(a) Opinion of Arthur M. Aaron, Vice 9
President, Acting General
Counsel and Secretary of the
Registrant, as to the legality
of the shares of Common Stock to
which this Registration
Statement applies being
registered.
5(b) Not applicable.
23(a) Consent of Deloitte & Touche LLP 10
23(b) Consent of Ernst & Young LLP 11
23(c) Consent of KPMG Peat Marwick LLP 12
23(d) Consent of Arthur M. Aaron
(contained in Exhibit 5(a)).
24 Powers of Attorney. 13
Exhibit 5(a)
November 27, 1996
On Command Corporation
3301 Olcott Street
Santa Clara, California 95054
Re: Registration Statement on Form S-8 Relating to 3,000,000 Shares of On
Command Corporation Common Stock to be issued under the On Command
Corporation 1996 Key Employee Stock Plan (the "Registration
Statement").
Ladies and Gentlemen:
In connection with the proposed issuance and sale by On Command
Corporation, a Delaware corporation (the "Company"), of up to 3,000,000 shares
of Common Stock, $.01 par value (the "Shares") of the Company to be issued
pursuant to the Company's 1996 Key Employee Stock Plan (the "Plan"), I am of the
opinion that:
1. The Company is a duly incorporated and validly existing
corporation in good standing under the laws of the State of
Delaware.
2. Proper corporate proceedings have been taken so that the Shares
have been duly authorized and when certificates for any Shares
have been duly executed, registered and delivered, and paid for,
in accordance with the terms of the Plan, such Shares will have
been legally issued and will be fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5(a) to the Registration Statement.
Very truly yours,
/s/ Arthur M. Aaron
Arthur M. Aaron
Vice President, Acting General Counsel
and Secretary
Exhibit 23(a)
DELOITTE & TOUCHE LLP CONSENT
We consent to the incorporation by reference in this Registration Statement of
On Command Corporation on Form S-8 of our reports dated September 19, 1996 and
October 3, 1996, related to the financial statements of On Command Video
Corporation as of December 31, 1995 and 1994, appearing in Amendment No. 3 to
Registration Statement No. 333-10407 of On Command Corporation.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
San Jose, California
November 26, 1996
Exhibit 23(b)
CONSENT OF ERNST & YOUNG, LLP INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the On Command Corporation on 1996 Key Employee Stock Plan of
our report dated January 26, 1994, with respect to the financial statements and
schedule of On Command Video Corporation for the year ended December 31, 1993
included in the On Command Corporation Registration Statement (Form S-4 No.
333-10407) filed with the Securities and Exchange Commission.
Ernst & Young LLP
/s/ Ernst & Young LLP
San Jose, California
November 26, 1996
Exhibit 23(c)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
On Command Corporation:
We consent to the incorporation by reference herein of our reports dated March
1, 1996, except as to the second paragraph of Note 7, which is dated as of March
22, 1996, related to the consolidated statements of financial position of
Spectravision, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, stockholders' deficit and cash
flows for each of the years in the three-year period ended December 31, 1995,
and the related consolidated financial statement schedule, which reports are
included in the On Command Corporation Registration Statement on Amendment No. 3
on Form S-4 filed with the Securities and Exchange Commission on October 7, 1996
(No. 333-10407).
Our reports contain explanatory paragraphs that state that SpectraVision's
filing under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court on June 8, 1995 and its expected noncompliance with
certain covenants related to its debtor-in-possession financing raise
substantial doubt about SpectraVision's ability to continue as a going concern.
The consolidated financial statements and the consolidated financial statement
schedule do not include any adjustments that might result from the outcome of
this uncertainty.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Dallas, Texas
November 26, 1996
Exhibit 24
ON COMMAND CORPORATION
POWERS OF ATTORNEY
Each of the undersigned hereby appoints Robert M. Kavner, President and
Chief Executive Officer, Brian A.C. Steel, Executive Vice President, Chief
Financial Officer and Chief Operating Officer, Arthur M. Aaron, Vice President,
Acting General Counsel and Secretary and David Ehrlich, Assistant Secretary, and
each of them severally, his or her true and lawful attorneys to execute (in the
name of and on behalf of and as attorneys for the undersigned) a Registration
Statement on Form S-8 relating to the registration of 3,000,000 shares of the
Company's Common Stock for issuance pursuant to On Command Corporation's 1996
Key Employee Stock Plan, and any and all amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission.
(1) Principal executive officer
Date: October 24, 1996 /s/ Robert M.Kavner
---------------
(Robert M. Kavner, President
and Chief Executive Officer)
(2) Principal financial officer
Date: October 24, 1996 /s/ Brian A.C. Steel
----------------
(Brian A.C. Steel, Executive
Vice President, Chief Financial
Officer and Chief Operating
Officer)
(3) Principal accounting officer
Date: October 24, 1996 /s/ Edward Neumann
(Edward Neumann, Vice President,
Finance)
(4) Board of Directors
Date: October 24, 1996 /s/ James Cronin
------------------
(James Cronin, Director)
Date: October 24, 1996 /s/ Charles Lyons
-------------------
(Charles Lyons, Chairman of
the Board and Director)
Date: October 24, 1996 /s/ Robert M. Kavner
(Robert M. Kavner, Director)
Date: October 24, 1996 /s/ Brian A.C. Steel
(Brian A.C. Steel, Director)
Date: October 24, 1996 /s/ Gary Wilson
-----------------
(Gary Wilson, Director)
Date: October 24, 1996 /s/ Warren Y. Zeger
(Warren Y. Zeger, Director)