<PAGE> 1
As filed with the Securities and Exchange Commission on August 10, 1998
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
KATZ DIGITAL TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 13-3871120
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
Twenty-One Penn Plaza, New York, New York 10001
(Address of principal executive offices)
KATZ DIGITAL TECHNOLOGIES, INC.
SECOND AMENDED AND RESTATED
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
GARY KATZ, CHIEF EXECUTIVE OFFICER
KATZ DIGITAL TECHNOLOGIES, INC.
TWENTY-ONE PENN PLAZA
NEW YORK, NEW YORK 10001
(212) 594-4800
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
MURRAY L. SKALA, ESQ.
FEDER, KASZOVITZ, ISAACSON, WEBER, SKALA & BASS LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 888-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock 890,500(1) (2) $ 4,406,313(3) $ 1,300
($.001 par shares
value)
Common Stock 9,500(4) $ 5.625 $ 53,438(5) $ 16
($.001 par shares
value)
Total 900,000
shares $ 1,316
</TABLE>
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(1) Shares underlying options already granted under the Company's Second
Amended and Restated 1996 Stock Option Plan (the "Plan").
(2) The maximum offering prices per share are equal to the various exercise
prices of the options already granted under the Plan.
(3) The product resulting from multiplying the number of shares underlying
options already granted under the Plan by the various exercise prices at
which such options may be exercised, as determined in accordance with Rule
457(h) of the Securities Act of 1933, as amended.
(4) Shares underlying the Plan for which no options have yet been granted.
(5) Estimated solely for purposes of calculating the registration fee on the
basis of the product resulting from multiplying 9,500 shares of Common
Stock by $5.625, the average of the high and low prices of the shares of
Common Stock on the Nasdaq National Market on August 5, 1998.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Katz Digital Technologies, Inc., a Delaware
corporation (the "Company" or the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of
1933, as amended (the "Securities Act"), are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1998.
(c) The description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A, filed March 8, 1996 and
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 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicate that all shares of Common Stock offered
hereby have been sold or which deregisters all then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to 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 also is incorporated or 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 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock included in this Prospectus has
been passed upon for the Company by Feder, Kaszovitz, Isaacson, Weber, Skala &
Bass LLP, New York, New York. Murray L. Skala, a member of such firm, is a
director of the Company and owns 10,000 shares of Common Stock and options to
purchase an aggregate of 50,000 shares of Common Stock.
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Certificate of Incorporation provides that the personal
liability of the directors of the Company shall be limited to the fullest extent
permitted by the provisions of Section 102(b)(7) of the General Corporation Law
of the State of Delaware ("DGCL"). Section 102(b)(7) of the DGCL generally
provides that no director shall be liable personally to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that the Certificate of Incorporation does not eliminate the liability
of a director for (i) any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (iii) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (iv) any transaction from which such director derives
improper personal benefit. The effect of this provision is to eliminate the
rights of the Company and its stockholders to recover monetary damages against a
director for breach of her or his fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i) through (iv) above. The
limitations summarized above, however, do not affect the ability of the Company
or its stockholders to seek nonmonetary remedies, such as an injunction or
rescission, against a director for breach of her or his fiduciary duty.
In addition, the Certificate of Incorporation provides that the Company
shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all
persons whom it may indemnify pursuant to Section 145 of the DGCL. Section 145
of the DGCL permits a company to indemnify an officer or director who was or is
a party or is threatened to be made a party to any proceeding because of his or
her position, if the officer or director acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The Company maintains a directors' and officers' liability insurance
policy covering certain liabilities that may be incurred by any director or
officer in connection with the performance of his or her duties and certain
liabilities that may be incurred by the Company, including the indemnification
paid to any director or officer. This policy provides for $5,000,000 maximum
aggregate coverage including defense costs. The entire premium for such
insurance is paid by the Company.
II-2
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ITEM 8. EXHIBITS.
NUMBER DESCRIPTION OF EXHIBIT
**4 Katz Digital Technologies, Inc. Second Amended and Restated 1996
Stock Option Plan
*5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
*24.1 Consent of Grant Thornton, LLP
*24.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
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* Filed herewith.
** Included as an exhibit to the Registrant's Schedule 14A, the Registrant's
Proxy Statement, filed with the Commission on March 27, 1998 and
incorporated herein by reference.
ITEM 9. REQUIRED UNDERTAKINGS
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act, that:
The Registrant will:
(i) Include any additional or changed material information on the plan of
distribution.
(ii) 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 shall be deemed to be
the initial bona fide offering.
(iii) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
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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 New York, State of New York on the 10th day of
August, 1998.
KATZ DIGITAL TECHNOLOGIES, INC.
By: /s/ Gary Katz
------------------------------------
Gary Katz
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gary Katz Chairman and Chief August 10, 1998
- --------------------------- Executive Officer
Gary Katz (Principal Executive
Officer)
/s/ Michael Sklar President, Chief August 10, 1998
- --------------------------- Operating Officer
Michael Sklar and Director
/s/ Donald L. Flamm Vice President - Finance August 10, 1998
- --------------------------- and Chief Financial
Donald L. Flamm Officer (Principal
Financial Officer)
/s/ Geoffrey Barsky Vice President, August 10, 1998
- --------------------------- Controller and
Geoffrey Barsky Secretary
/s/ Murray L. Skala Director August 10, 1998
- ---------------------------
Murray L. Skala
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/s/ Ronald B. Grudberg Director August 10, 1998
- ---------------------------
Ronald B. Grudberg
/s/ Burtt R. Ehrlich Director August 10, 1998
- ---------------------------
Burtt R. Ehrlich
II-5
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INDEX OF EXHIBITS
NUMBER DESCRIPTION OF EXHIBIT
**4 Katz Digital Technologies, Inc. Second Amended and Restated 1996
Stock Option Plan
*5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
*24.1 Consent of Grant Thornton, LLP
*24.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
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* Filed herewith.
** Included as an exhibit to the Registrant's Schedule 14A, the Registrant's
Proxy Statement, filed with the Commission on March 27, 1998 and
incorporated herein by reference.
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EXHIBIT 5
August 7, 1998
Katz Digital Technologies, Inc.
Twenty-One Penn Plaza
New York, New York 10001
Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Katz Digital Technologies, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), relating to the registration of 900,000 shares
of the common stock of the Company, par value, $.001 per share (the "Shares").
The Shares may be issued upon the exercise of options granted or to be granted
by the Company pursuant to its Second Amended and Restated 1996 Stock Option
Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares upon
the exercise of the options granted pursuant to the Plan, and that the Shares
being registered pursuant to the Registration Statement, when issued in
accordance with the terms of the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under Item 5 of Part II
of the Registration Statement entitled "Interests of Named Experts and Counsel."
Very truly yours,
Feder, Kaszovitz, Isaacson,
Weber, Skala & Bass LLP
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EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 20, 1998 (except for Note O, as
to which the date is March 6, 1998), accompanying the consolidated financial
statements included in the Annual Report of Katz Digital Technologies, Inc. on
Form 10-KSB for the year ended December 31, 1997, which is incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report.
GRANT THORNTON LLP
New York, New York
August 7, 1998
