SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FILM ROMAN, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
95-4585357
(I.R.S. Employer Identification No.)
12020 CHANDLER BOULEVARD, SUITE 200
NORTH HOLLYWOOD, CALIFORNIA
(Address of Principal Executive Offices)
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
WILLIAM A. SHPALL
CHIEF OPERATING OFFICER
FILM ROMAN, INC.
12020 CHANDLER BOULEVARD, SUITE 200
NORTH HOLLYWOOD, CALIFORNIA 91607
(Name and Address of Agent for Service) (Zip Code)
(818) 761-2544
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
LINDA GIUNTA MICHAELSON, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 Shares $1.25 $125,000 $34.75
=====================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon
the average of the bid and asked prices of the Common Stock on the Nasdaq
National Market on October 22, 1999.
</FN>
</TABLE>
1
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) The Registrant's Report on Form 10-Q for the quarter ended March
31, 1999.
(c) The Registrant's Report on Form 10-Q for the quarter ended
June 30, 1999.
(d) The description of the Common Stock of Film Roman, Inc. (the
"Company") 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. 33-03987), 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 filed with the Commission on October 2, 1996.
(e) All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 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 of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
See Item 3(c) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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.
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<PAGE>
Section 145 of the Delaware General Corporation Law provides in
relevant part that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person 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 reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
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.
ITEM 8. EXHIBITS.
4.1 Non-Employee Director Stock Option Plan.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on page 6).
3
<PAGE>
ITEM 9. UNDERTAKINGS.
(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 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.
(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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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,
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 the 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, Registrant will, unless in the opinion of the
counsel the matter has been settled by controlling precedent, submit to the
appropriate jurisdiction the question of 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.
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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 Los Angeles, State of California, on this 28th day
of October, 1999.
FILM ROMAN, INC.
(Registrant)
By: /s/ William A. Shpall
-----------------------------------
William A. Shpall,
Chief Operating Officer
Page 4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
William Shpall and Jon F. Vein, and each of them, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE Title Date
--------- ----- ----
/s/ William Shpall
- ----------------------- Chief Operating Officer October 28, 1999
WILLIAM SHPALL (Principal Executive Officer)
/s/ Gregory Arsenault
- ----------------------- Senior Vice President October 28, 1999
GREGORY ARSENAULT Finance and Administration
(Principal Accounting and
Financial Officer)
/s/ Robert Cresci Director October 28, 1999
- -----------------------
ROBERT CRESCI
/s/ Peter Mainstain Director October 26, 1999
- -----------------------
PETER MAINSTAIN
/s/ Dixon Q. Dern Director October 26, 1999
- -----------------------
DIXON Q. DERN
/s/ Daniel Villanueva Director October 26, 1999
- -----------------------
DANIEL VILLANUEVA
6
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
4.1 Non-Employee Director Stock Option Plan.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP regarding
validity of securities.
23.1 Consent Ernst & Young LLP.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
7
FILM ROMAN, INC.
1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. PURPOSE.
This 1999 Non-Employee Directors Stock Option Plan (hereinafter, the
"PLAN") is intended to promote the interests of Film Roman, Inc. (the
"COMPANY"), by providing an inducement to obtain and retain the services of
qualified persons who are not employees or officers of the Company to serve as
members of its Board of Directors (the "BOARD").
2. AVAILABLE SHARES.
The total number of shares of Common Stock, $.001 par value per share, of
the Company (the "COMMON STOCK"), for which options may be granted under the
Plan shall not exceed 100,000 shares subject to adjustment in accordance with
paragraph 10 of the Plan. Shares subject to the Plan are authorized but unissued
shares or treasury shares. If any options granted under the Plan are surrendered
before exercise or lapse without exercise, in whole or in part, the shares
reserved therefor shall continue to be available under the Plan.
3. ADMINISTRATION.
The Plan shall be administered by the Board or by a committee appointed by
the Board (the "COMMITTEE") composed solely of two or more Non-Employee
Directors (as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT")). In the event the Board does not appoint a
Committee, the Board shall have all power and authority to administer the Plan.
In such event, the word "Committee" wherever used herein shall be deemed to mean
the Board. The Committee shall, subject to the provisions of the Plan, have the
power to construe the Plan, to determine all questions hereunder, and to adopt
and amend such rules and regulations for the administration of the Plan as it
may deem desirable.
4. GRANTING OF OPTIONS.
Upon the initial election or appointment to the Board of any person who is
not then a current employee or officer of the Company (each such person an
"OPTIONEE"), the Committee shall grant to such Optionee, at the first meeting of
the Committee following the date of such election or appointment and with an
effective date of grant as of the date of the first meeting of the Board of
Directors attended by the Optionee after their appointment or election, a ten
year option to purchase 25,000 shares of Common Stock. The Committee shall grant
to each Optionee who is then serving on the Board, with an effective date of
grant as of the date of each Annual Meeting of the Company's stockholders
commencing on the Annual Meeting for the fiscal year ended December 31, 1998 (or
any Special Meeting in lieu of an Annual Meeting), a ten year option to purchase
5,000 shares of Common Stock. The grants made pursuant to this Section 4, and
any grants made pursuant to Section 10, shall constitute the only grants under
the Plan, or any other stock option plan of the Company, permitted to be made to
an Optionee, unless the Optionee is expressly made eligible for additional
grants by a resolution of the Board.
<PAGE>
5. OPTION PRICE.
The purchase price of the stock covered by an option granted pursuant to
this Plan (the "EXERCISE PRICE") shall be 100% of the fair market value of such
shares on the day the option is granted. The option price will be subject to
adjustment in accordance with the provisions of Section 10 below. For purposes
of this Plan "fair market value" per share at any date shall mean (i) if the
Common Stock is listed on an exchange or exchanges, or admitted for trading in a
market system which provides last sale data under Rule 11Aa3-1 of the Exchange
Act (a "MARKET SYSTEM"), the last reported sales price per share on the last
business day prior to such date on the principal exchange on which it is traded,
or in such a Market System, as applicable, or if no sale was made on such day on
such principal exchange or in such a Market System, as applicable, the last
reported sales price per share on the most recent day prior to such date on
which a sale was reported on such exchange or such Market System, as applicable;
or (ii) if the Common Stock is not then traded on an exchange or in such a
Market System, the average of the closing bid and asked prices per share for the
Common Stock in the over-the-counter market as quoted on Nasdaq on the day prior
to such date; or (iii) if the Common Stock is not listed on an exchange or
quoted on Nasdaq, an amount determined in good faith by the Committee, whose
determination shall be final and conclusive for purposes of the Plan and any
agreement entered into pursuant to the Plan.
6. PERIOD OF OPTION.
Unless sooner terminated in accordance with the provisions of Section 8
below, an option granted hereunder shall expire on the date which is ten years
after the date of grant of the option.
7. VESTING OF SHARES, LEGENDS AND NON-TRANSFERABILITY OF OPTIONS.
(a) VESTING.
Options granted under this Plan shall vest fully upon issuance.
(b) LEGEND ON CERTIFICATES.
The certificates representing such shares shall carry such appropriate
legends and such written instructions shall be given to the Company's transfer
agent as may be deemed necessary or advisable by counsel to the Company in order
to comply with the requirements of the Securities Act of 1933, as amended, or
any state securities laws.
(c) NON-TRANSFERABILITY.
Any option granted pursuant to this Plan shall not be assignable or
transferable other than by will or the laws of descent and distribution and
shall be exercisable during the Optionee's lifetime only by him or her.
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8. TERMINATION OF OPTION RIGHTS.
(a) In the event an Optionee ceases to be a member of the Board for any
reason other than death or permanent disability ("PERMANENT DISABILITY"), as
determined by the Committee in its sole discretion, any then unexercised portion
of options granted to such Optionee shall, to the extent not then vested,
immediately terminate and become void; any portion of an option which is then
vested but has not been exercised at the time the Optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
Optionee until the earlier of the scheduled expiration date of the option and 90
days after the date the Optionee ceased to be a member of the Board.
(b) In the event that an Optionee ceases to be a member of the Board by
reason of his or her death or Permanent Disability, any option granted to such
Optionee shall be immediately and automatically accelerated and become fully
vested and all unexercised options shall be exercisable by the Optionee (or by
the optionee's personal representative, heir or legatee, in the event of death)
until the earlier of the scheduled expiration date of the option or one year
after the death or disability of the Optionee.
(c) Notwithstanding the provisions in this Section 8, the Committee may, in
its sole discretion, establish different terms and conditions pertaining to the
effect of a participant's ceasing to be a member of the Board.
9. EXERCISE OF OPTION.
An option granted hereunder shall be exercisable in whole or in part by
giving written notice to the Company at its principal office address, stating
the number of shares with respect to which the option is being exercised,
accompanied by payment in full for such shares. Payment may be (a) in United
States dollars in cash or by check, (b) in whole or in part in shares of Common
Stock of the Company already owned by the person or persons exercising the
option or shares subject to the option being exercised (subject to such
restrictions and guidelines as the Board may adopt from time to time), valued at
fair market value determined in accordance with the provisions of Section 5 or
(c) consistent with applicable law and subject to the Committee's approval at
its sole discretion, through the delivery of an assignment to the Company of a
sufficient amount of the proceeds from the sale of the Common Stock acquired
upon exercise of the option and an authorization to the broker or selling agent
to pay that amount to the Company, which sale shall be at the participant's
direction at the time of exercise. The Company's transfer agent shall, on behalf
of the Company, prepare a certificate or certificates representing such shares
acquired pursuant to exercise of the option, shall register the Optionee as the
owner of such shares on the books of the Company and shall cause the fully
executed certificates(s) representing such shares to be delivered to the
Optionee as soon as practicable after payment of the option price in full. The
holder of an option shall not have any rights of a stockholder with respect to
the shares covered by the option except to the extent that one or more
certificates for such shares shall be delivered to him or her upon the due
exercise of the option.
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10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND OTHER MATTERS.
Upon the occurrence of any of the following events, an Optionee's rights
with respect to options granted to him or her hereunder shall be adjusted as
hereinafter provided:
(a) STOCK DIVIDENDS.
If there is any change in the number of outstanding shares of Common Stock
through the declaration of stock dividends or through a recapitalization
resulting in stock splits, or combinations or exchanges of the outstanding
shares of Common Stock, (i) the number of shares covered by outstanding options
issued pursuant to the Plan, and (ii) the Exercise Price of any option issued
pursuant to the Plan in effect prior to such change, shall be proportionately
adjusted by the Committee to reflect such event; PROVIDED, HOWEVER, that any
fractional shares resulting from the adjustment shall be eliminated.
(b) MERGER; CONSOLIDATION; LIQUIDATION; SALE OF ASSETS.
In the event the Company is merged into or consolidated with another
corporation under circumstances where the Company is not the surviving
corporation or if the Company is liquidated or sells or otherwise disposes of
all or substantially all of its assets to another corporation (a "LIQUIDATING
EVENT") while unexercised options remain outstanding under this Plan, (i)
subject to the provisions of clause (ii) below, after the effective date of such
Liquidating Event each holder of an outstanding option, to the extent such
option is vested, shall be entitled, upon exercise of such option, to receive in
lieu of shares of Common Stock, shares of such stock or other securities as the
holders of shares of Common Stock received pursuant to the terms of the
Liquidating Event; or (ii) all outstanding options may be cancelled by the Board
as of the effective date of any such Liquidating Event, provided that notice of
such cancellation shall be given to each holder of an option, and each such
option shall immediately vest in full 30 days preceding the effective date of
such Liquidating Event such that each such holder thereof shall have the right
to exercise such option in full during such 30-day period preceding the
effective date of the Liquidating Event.
(c) ISSUANCE OF SECURITIES.
Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to options. No adjustments
shall be made for dividends paid in cash or in property other than securities of
the Company.
(d) NO FRACTIONAL SHARES.
No fractional shares shall actually be issued under the Plan. Any
fractional shares which, but for this subparagraph (d), would have been issued
to an Optionee pursuant to an option shall be eliminated without the Company's
payment of any consideration to the Optionee.
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(e) ADJUSTMENTS.
Upon the happening of any of the foregoing events, the class and aggregate
number of shares set forth in Section 2 above that are subject to options which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect such events. The Committee shall determine the
specific adjustments to be made under this Section 10 and its determination
shall be conclusive.
11. RESTRICTIONS ON ISSUANCE OF SHARES.
Notwithstanding the provisions of Sections 4 and 9 above, the Company shall
have no obligation to deliver any certificate or certificates upon exercise of
an option until one of the following conditions shall be satisfied: (i) the
shares with respect to which the option has been exercised are at the time of
the issue of such shares effectively registered under applicable federal and
state securities laws as now in force or hereafter amended; or (ii) counsel for
the Company shall have given an opinion that such shares are exempt from
registration under federal and state securities laws as now in force or
hereafter amended; and the Company has complied with all applicable laws and
regulations with respect thereto, including without limitation all regulations
required by any stock exchange upon which the Company's outstanding Common stock
is then listed.
12. REPRESENTATION OF OPTIONEE.
If requested by the Company, the Optionee shall deliver to the Company
written representations and warranties upon exercise of the option that are
necessary to show compliance with federal and state securities laws, including
representations and warranties to the effect that a purchase of shares under the
option is made for investment and not with a view to their distribution (as that
term is used in the Securities Act of 1933, as amended).
13. OPTION AGREEMENT.
Each option granted under the provisions of this Plan shall be evidenced by
an option agreement, which agreement shall be duly executed and delivered on
behalf of the Company and by the Optionee to whom such option is granted. The
option agreement shall contain such terms, provisions and conditions not
inconsistent with this Plan as may be determined by the officer executing it.
14. TERM AND AMENDMENT OF PLAN.
This Plan was adopted by the Board effective as of February 26, 1999, and
is subject to approval by the stockholders of the Company. Prior to the adoption
of the Plan by the stockholders of the Company, no Optionee shall receive any
option grant hereunder. The Plan will terminate, and no options shall be granted
under the Plan, as of that date which is ten years from the date the Plan is
adopted by the Board, provided the Board may at any earlier time terminate the
Plan or make such modification or amendment thereof as it deems advisable;
provided, further that the Board may not, without approval by the stockholders,
(a) increase the maximum number of shares for which
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options may be granted under the Plan (except by adjustment pursuant to
Section 10), (b) materially modify the requirements as to eligibility to
participate in the Plan, (c) materially increase benefits accruing to option
holders under the Plan or (d) amend the Plan in any manner which would cause the
Plan to cease to comply with Exchange Act Rule 16b-3. Neither the Committee nor
the Board shall, except as provided in Section 10, have the power to adjust or
amend the exercise price of any options granted pursuant hereto, whether through
amendment, cancellation or replacement grants, or any other means. Termination
or any modification or amendment of the Plan shall not, without consent of a
participant, affect his or her rights under an option previously granted to him
or her.
15. COMPLIANCE WITH REGULATIONS.
It is the Company's intent that this Plan comply in all respects with
Exchange Act Rule 16b-3 and any applicable Securities and Exchange Commission
interpretations thereof. If any provision of the Plan is deemed not to be in
compliance with Exchange Act Rule 16b-3, such provision shall be null and void.
16. TAX WITHHOLDING OBLIGATIONS.
To the extent required by applicable federal, state, local or foreign law,
an Optionee or his or her successor shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise in
connection with the Plan. The Company shall not be required to issue any Common
Stock or make any cash payment under the Plan until such obligations are
satisfied.
[LETTERHEAD OF TROOP STEUBER PASICH REDDICK & TOBEY, LLP]
October 29, 1999
Film Roman, Inc.
12020 Chandler Boulevard, Suite 200
North Hollywood, CA 91607
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the Registration Statement") to which this letter is attached as Exhibit
5.1 filed by Film Roman, Inc., a Delaware corporation (the "Company"), in order
to register under the Securities Act of 1933, as amended (the "Act"), 100,000
shares of Common Stock (the "Shares"), of the Company issuable pursuant to the
Company's Non Employee Directors Stock Option Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and,
upon issuance and sale in conformity with and pursuant to the Plan, the Shares
will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Respectfully submitted,
/s/ Troop Steuber Pasich
Reddick & Tobey, LLP
TROOP STEUBER PASICH
REDDICK & TOBEY, LLP
ERNST & YOUNG LLP
Suite 2100
1999 Avenue of the Stars
Los Angeles, CA 90067
Phone 310 551 5500
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Film Roman, Inc. Non-Employee Directors Stock Option
Plan of our report dated March 10, 1999, with respect to the consolidated
financial statements of Film Roman, Inc. included in the Annual Report (form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
Los Angeles, CA /S/ ERNST & YOUNG LLP
October 25, 1999 ERNST & YOUNG LLP
