As filed with the Securities and Exchange Commission on May 16, 1996
Registration No. 33303849
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BALLANTYNE OF OMAHA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 47-0587703
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4350 MCKINLEY STREET, OMAHA, NE 68112
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(Address of Principal Executive Offices) (ZIP Code)
1995 STOCK OPTION PLAN (1)
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(Full title of the plan or written contract)
ROCHELLE A. MULLEN
CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
1125 SOUTH 103RD STREET, SUITE 720
OMAHA, NE 68124
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (402) 397-1700
(1) Ballantyne of Omaha, Inc. (the "Company") originally filed an S-8 to
register 440,000 shares of Common Stock (File No. 33303849), pursuant to its
1995 Stock Option Plan. Subsequent to that filing the Company effected a 3 for
2 stock split which increased the shares under the Stock Option Plan (the
"Plan") to 660,000. The shareholders voted in 1997 to increase the shares
eligible for reissuance by 400,000 shares and the Company subsequently
registered, pursuant to Amendment No. 1, the additional 400,000 shares. At the
1998 Annual Meeting, the Shareholders approved an amendment to the 1995 Stock
Option Plan whereby the shares authorized for grant increased by 260,000 shares.
The Company subsequently effected a second 3 for 2 stock split on June 12, 1998
which increased the additional 260,000 shares issuable pursuant to the Plan to
390,000 and increased the total number of shares issuable pursuant to the Plan
from 1,320,000 to 1,980,000. It is that 390,000 shares that the Company
registers with this Amendment No. 2. After filing of this Amendment No. 2, the
Company will have 1,980,000 shares in total which have been or may be issued
pursuant to the 1995 Stock Option Plan.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
5 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick, LLP
23.2 Consent of Counsel (included in Exhibit 5)
99.1 Amendment to 1995 Stock Option Plan
99.2 Amended and Restated Reoffer Prospectus for 1995 Stock Option
Plan dated September 30, 1998
99.3 Amended and Restated Reoffer Prospectus for 1995 Outside
Directors Stock Option Plan dated September 30, 1998
The contents of the S-8 Registration Statement (File No. 33303849) and
Amendment No. 1 thereto is hereby incorporated by reference.
SIGNATURES
THE REGISTRANT. 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 Omaha, State of Nebraska on October, 14,
1998.
BALLANTYNE OF OMAHA, INC.
BY: /s/ Brad French
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Brad French, Secretary, Treasurer, Chief Financial
Officer and Principal Accounting Officer
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
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/S/ Chairman and 10/14/98
- ------------------------- Director
Arnold S. Tenney
/S/ Vice Chairman and 10/14/98
- ------------------------- Director
Ronald H. Echtenkamp
/S/ President, Chief 10/14/98
- ------------------------- Executive Officer
John P. Wilmers and Director
/S/ Director 10/14/98
- -------------------------
Jeffrey D. Chelin
/S/ Director 10/14/98
- -------------------------
Marshall S. Geller
/S/ Director 10/14/98
- -------------------------
Yale Richards
/S/ Director 10/14/98
- -------------------------
Colin G. Campbell