<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1997
Registration No. 333-
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UNITED STATES
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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FILM ROMAN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4585357
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12020 CHANDLER BOULEVARD, SUITE 200
NORTH HOLLYWOOD, CALIFORNIA 91607
(Address of principal executive offices) (Zip Code)
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STOCK OPTION PLAN
(Full Title of the Plan)
----------------------------------
PHIL ROMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FILM ROMAN, INC.
12020 CHANDLER BOULEVARD, SUITE 200
NORTH HOLLYWOOD, CALIFORNIA 91607
(818) 761-2544
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
Thomas W. Dobson, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered (1) Per Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock 1,227,695 $8.00 $9,121,869.10 $2,764.00
$.01 par value $8.65
$ .01
$7.47
</TABLE>
____________
(1) The Stock Option Plan (the "Plan") authorizes the issuance of a maximum of
1,227,695 shares of Common Stock of Film Roman, Inc. (the "Company"). Of
such shares, 838,125 are subject to presently outstanding options granted
under the Plan as of the date hereof.
(2) Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is
based upon (a)(i) the exercise price per share ($8.00) of outstanding
options for 600,000 shares, (ii) the exercise price per share ($8.65) of
outstanding options for 163,125 shares, and (iii) the exercise price per
share ($.01) of outstanding options for 75,000 shares, and (b) for the
remaining 389,570 shares, the average of the high and low sales prices per
share ($7.47) of the Company's Common Stock on the Nasdaq Stock Market on
January 3, 1997.
Page 1 of 7 pages
Exhibit Index appears on page 7
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PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, Film Roman, Inc., a Delaware corporation (the
"Company"), hereby incorporates the following document in this Registration
Statement by reference:
A. Description of the Company's Common Stock contained in the
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended, on May 17, 1996 (Registration No. 333-
03987), as amended by Amendment No. 1 filed with the Commission on
July 12, 1996, as amended by Amendment No. 2 filed with the
Commission on September 10, 1996, as amended by Amendment No. 3
filed with the Commission on September 30, 1996 and a prospectus
dated September 30, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 then
remaining unsold, are incorporated by reference in this registration statement
and are a part hereof from the date of filing 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 or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such 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
See Item 3.A., above.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Page 2 of 7 pages
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Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except in
certain cases where liability is mandated by the DGCL. The provision has no
effect on any non-monetary remedies that may be available to the Company or its
stockholders, nor does it relieve the Company or its directors from compliance
with federal or state securities laws. The Bylaws of the Company generally
provide that the Company shall indemnify, to the fullest extent permitted by
law, any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, investigation, administrative
hearing or any other proceeding (each, a "Proceeding") by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
entity, against expenses (including attorneys' fees) and losses, claims
liabilities, judgments, fines and amounts paid in settlement actually incurred
by him in connection with such Proceeding. The Company has entered into
agreements to provide indemnification for the Company's directors and executive
officers in addition to the indemnification provided for in the Bylaws. These
agreements, among other things, indemnify the Company's directors and executive
officers for certain expenses (including attorney's fees), and all losses,
claims, liabilities, judgments, fines and settlement amounts incurred by such
person arising out of or in connection with such person's services as a director
or officer of the Company to the fullest extent permitted by applicable law.
Item 7. Exemption from Registration Claimed
Not applicable.
Page 3 of 7 pages
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Item 8. Exhibits
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<S> <C>
3.1 Certificate of Incorporation of the Company (filed as Exhibit 3.1
to the Company's Registration Statement on Form S-1 (Registration
No. 333-03987) and incorporated herein by reference).
3.2 By-laws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-03987) and
incorporated herein by reference).
4.1 Specimen of Common Stock Certificate of the Company (filed as
Exhibit 4.3 to the Company's Registration Statement on Form S-1
(Registration No. 333-03987) and incorporated herein by reference).
4.2 Stock Option Plan (the "Plan") (filed as Exhibit 10.7 to the
Company's Registration Statement on Form S-1 (Registration No. 333-
03987) and incorporated herein by reference).
4.3 Form of Stock Option Agreement under the Plan (filed as Exhibit
10.8 to the Company's Registration Statement on Form S-1
(Registration No. 333-03987) and incorporated herein by reference).
*5 Opinion of Latham & Watkins as to the legality of the securities
being registered hereby.
*23.1 Consent of Ernst and Young LLP.
*23.2 Consent of Latham & Watkins. (Included in Exhibit 5 hereto.)
*24 Power of Attorney (included on page 6).
</TABLE>
_______________________
* Filed herewith
Item 9. Undertakings
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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;
(c) 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 paragraphs (1)(a) and (1)(b) shall not apply to
information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
Page 4 of 7 pages
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(2) That, for the purpose of determining any liability under the Securities
Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
Page 5 of 7 pages
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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 North Hollywood, State of California, on this 6th day of January
1997.
FILM ROMAN, INC.
By: /s/ Phil Roman
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Phil Roman
President,
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Phil Roman, William Schultz and Jon F. Vein, and
each of them, with full power to act without the other, such person's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including post-effective amendments), and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ PHIL ROMAN President, Chief Executive January 6, 1997
- ------------------------------ Officer and Director
Phil Roman (Principal Executive
Officer)
/s/GREGORY ARSENAULT Senior Vice January 6, 1997
- ------------------------------ President--Finance
Gregory Arsenault and Administration
(Principal Accounting and
Financial Officer)
/s/ ROBERT CRESCI Director January 6, 1997
- ------------------------------
Robert Cresci
/s/ DENNIS DRAPER Director January 6, 1997
- ------------------------------
Dennis Draper
/s/ THEODORE T. Director January 6, 1997
- -------------------
HORTON, JR.
--------------------------
Theodore T. Horton, Jr.
/s/ PETER MAINSTAIN Director January 6, 1997
- ------------------------------
Peter Mainstain
/s/ DIXON Q. DERN Director January 6, 1997
- ------------------------------
Dixon Q. Dern
</TABLE>
Page 6 of 7 pages
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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<S> <C> <C>
3.1 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (Registration No. 333-
03987) and incorporated herein by reference).
3.2 By-laws of the Company (filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-03987) and
incorporated herein by reference).
4.1 Specimen of Common Stock Certificate of the Company (filed as Exhibit
4.3 to the Company's Registration Statement on Form S-1 (Registration
No. 333-03987) and incorporated herein by reference).
4.2 Stock Option Plan (the "Plan") (filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration No. 333-03987) and
incorporated herein by reference).
4.3 Form of Stock Option Agreement under the Plan (filed as Exhibit 10.8 to
the Company's Registration Statement on Form S-1 (Registration No.
333-03987) and incorporated herein by reference).
*5 Opinion of Latham & Watkins as to the legality of the securities being
registered hereby.
*23.1 Consent of Ernst and Young LLP.
*23.2 Consent of Latham & Watkins. (Included in Exhibit 5 hereto.)
*24 Power of Attorney (included on page 6).
</TABLE>
_______________________
* Filed herewith
Page 7 of 7 pages
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EXHIBIT 5
[LETTERHEAD OF LATHAM & WATKINS]
January 8, 1997
Film Roman, Inc.
12020 Chandler Boulevard, Suite 200
North Hollywood, California 91607
Re: Film Roman, Inc.:
Registration Statement on Form S-8
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Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), that you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 1,227,695 shares (the "Shares") of common stock, par
value $.01 per share, to be sold by Film Roman, Inc., a Delaware corporation
(the "Company"), under the Company's Stock Option Plan (the "Plan").
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares, and for the purposes of this opinion, have assumed such proceedings
will be timely completed in the manner presently proposed. In addition, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction of
such documents, corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
<PAGE>
[LETTERHEAD OF LATHAM & WATKINS]
Film Roman, Inc.
January 8, 1997
Page 2
We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States and the General Corporation Law of the
State of Delaware and we express no opinion with respect to the applicability
thereto, or the effect thereon, of any other laws or as to any matters of
municipal law or the laws of any local agencies within the state.
Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and upon issuance of the Shares under the terms of the Plan and
related option agreements and delivery and payment therefor of legal
consideration in excess of the aggregate par value of the Shares issued, the
Shares will be validly issued, fully paid and nonassessable.
We consent to you filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333- ) pertaining to the Stock Option Plan of Film Roman,
Inc. of our report dated May 16, 1996 (except Note 1, as to which the date is
September 27, 1996), with respect to the financial statements of Film Roman,
Inc. for the year ended December 31, 1995 included in its Registration Statement
on Form S-1 (Reg. No. 333-03987), filed with the Securities and Exchange
Commission (the Commission), as amended by Amendment No. 3 filed with the
Commission on September 30, 1996.
ERNST & YOUNG LLP
Los Angeles, California
January 3, 1997
