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 91607
(Address of Principal Executive Offices)
STOCK OPTION PLAN
(Full Title of the Plan)
DAVID PRITCHARD
PRESIDENT AND CHIEF EXECUTIVE 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 90067-3010
(310) 728-3000
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 522,305 Shares(2) $4.40 $2,298,142 $639
==========================================================================================================
<FN>
(1) 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 high and low prices of the Common Stock of Film Roman, Inc.
(the "Registrant") as reported on the NASDAQ National Market System on June 9,
1999.
(2) 1,227,695 Shares of Common Stock under the same plan were previously
registered on a Form S-8, file number 33-19387, for which the appropriate fee
was paid.
</FN>
</TABLE>
<PAGE>
This Registration Statement on Form S-8 is for the registration of an additional
522,305 shares of Common Stock for which the Form S-8 registration statement,
file number 33-19387, was filed on January 8, 1997 relating to the Stock Option
Plan. The Form S-8, file number 33-19387, is hereby incorporated by reference.
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 Registration Statement on Form S-8, file number
33-19387.
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 that 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 Registrant's Registration Statement on Form S-8, file number
33-19387.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See Registrant's Registration Statement on Form S-8, file number
33-19387.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Stock Option Plan (the "Plan") (previously filed as Exhibit 10.7 to
the Company's Registration Statement on Form S-1 (Registration No.
33-03987).
Page 2
<PAGE>
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP as to the
legality of the securities being registered.
23.1 Consent of Ernst and 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 5).
ITEM 9. UNDERTAKINGS.
See Registrant's Registration Statement on Form S-8, file number
33-19387.
Page 3
<PAGE>
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 11th day of
June, 1999.
FILM ROMAN, INC.
(Registrant)
By: /s/ David Pritchard
--------------------------------------
David Pritchard, President,
Chief Executive Officer, and Director
Page 4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints David
Pritchard 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 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 attorneys-in-fact and
agents 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 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, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE Title Date
--------- ----- ----
/s/ David Pritchard President, Chief Executive June 11, 1999
- ---------------------------- Officer and Director
DAVID PRITCHARD (Principal Executive Officer)
/s/ Greg Arsenault Senior Vice President - June 11, 1999
- ---------------------------- Finance and Administration
GREGORY ARSENAULT (Principal Accounting and
Financial Officer)
/s/ James McNamara Director June 11, 1999
- ----------------------------
JAMES MCNAMARA
/s/ Roberts Cresci Director June 11, 1999
- ----------------------------
ROBERT CRESCI
/s/ Dixon Q. Dern Director June 11, 1999
- ----------------------------
DIXON Q. DERN
Page 5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
4.1 Stock Option Plan, as amended (the "Plan").*
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP as to the
legality of the securities being registered.
23.1 Consent of Ernst and 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 5).
- -------------
* Incorporated by reference to the Registrant's Form 10-Q for for the quarter
ended June 30, 1998.
Page 6
TROOP
STEUBER
PASICH
REDDICK
& TOBEY, LLP
[GRAPHIC OMITTED]
June 15, 1999
Film Roman, Inc.
12020 Chandler Boulevard, Suite 200
North Hollywood, California 91607
Dear 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"), 522,305
shares of Common Stock (the "Shares"), of the Company issuable pursuant to the
Company's 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 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,
/s/ TROOP STEUBER PASICH
REDDICK & TOBEY, LLP
TROOP STEUBER PASICH
REDDICK & TOBEY, LLP
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. 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
June 14, 1999 ERNST & YOUNG LLP
