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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VDI MULTIMEDIA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-4272619
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION
OF INCORPORATION OR ORGANIZATION) NUMBER)
7083 HOLLYWOOD BOULEVARD, HOLLYWOOD, CALIFORNIA 90028, (323) 957-5500
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
1996 STOCK INCENTIVE PLAN OF VDI MULTIMEDIA
(FULL TITLE OF PLAN)
R. LUKE STEFANKO
7083 HOLLYWOOD BOULEVARD, HOLLYWOOD, CALIFORNIA 90028, (323) 957-5500
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
BRIAN M. HOYE, ESQ.
KATTEN MUCHIN ZAVIS
1999 AVENUE OF THE STARS, SUITE 1400
LOS ANGELES, CA 90067
FAX NUMBER: (310) 788-4471
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
offering price aggregate offering Amount of
Title of securities to be registered Amount to be registered(1) per share price registration fee
-----------------------------------------------------------------------------------------------------------------------------------
1,264,000 shares(2) $3.75(2) $4,740,000(2)
Common Stock, no par value............... 436,000 shares(2) $4.59(2) $2,001,240(2) $1,779.69(2)
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933 (the "Securities
Act"), this registration statement covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions. In addition, pursuant to Rule 416(c) under the Securities
Act, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. Also, pursuant to Rule 416 of the Securities Act, this
registration statement covers such indeterminable number of additional
shares of Common Stock as may be issuable pursuant to the antidilution
provisions of the Company's 1996 Stock Incentive Plan (the "Plan").
(2) Under the Plan, 1,264,000 shares of common stock are subject to outstanding
options with an exercise price of $3.75 per share. Pursuant to Rule 457(h),
for all shares of common stock being registered hereunder with an exercise
price which cannot be determined (436,000 shares), the proposed maximum
offering price per share is $4.59, which is the average of the bid and ask
prices of the Common Stock on the NASDAQ National Market on November 7,
2000.
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THE PURPOSE OF THIS REGISTRATION STATEMENT IS TO REGISTER ADDITIONAL SECURITIES
FOR ISSUANCE UNDER THE REGISTRANT'S 1996 STOCK INCENTIVE PLAN. IN ACCORDANCE
WITH GENERAL INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-8, REGISTRATION NO. 333-46923, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE, AND
THE INFORMATION REQUIRED BY PART II IS OMITTED, EXCEPT FOR ITEMS 3,6 AND 8,
WHICH HAVE BEEN UPDATED.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The Registrant will provide the documents containing the information specified
in Part I as specified in Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC") and the
instructions to Form S-8, the Registrant is not filing such documents with the
SEC either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by VDI MultiMedia (the
"Company") with the SEC under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and are incorporated in this Registration Statement by
reference:
1. The Company's registration statement on Form S-1 filed with
respect to the initial public offering of the Company's
Common Stock, including all amendments (the "IPO
Registration Statement");
2. The Company's annual report on Form 10-K, for the year ended
December 31, 1999, as amended;
3. The Company's Quarterly Reports on Form 10-Q for the
quarters ending March 31, 2000, and June 30, 2000;
4. The Company's Proxy Statement, dated July 31, 2000;
5. The Company's Current Reports on Form 8-K, dated January 11,
2000 and July 26, 2000; and
6. The description of the Company's Common Stock contained in
the Company's IPO Registration Statement.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all securities offered pursuant to this Registration Statement
have been sold or deregistering all such securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be 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 subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317(b) of the California Corporations Code (the "Corporations
Code") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made
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a party to any "proceeding" (as defined in Section 317(a) of the Corporations
Code), other than an action 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 other agent of the corporation (collectively, an
"Agent"), against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if the Agent
acted in good faith and in a manner the Agent reasonably believed to be in the
best interest of the corporation, and in the case of a criminal proceeding, had
not reasonable cause to believe the conduct was unlawful.
Section 317(c) of the Corporations Code provides that a corporation
shall have power to indemnify any agent who was or is a party or is threatened
to be made a party to any threatened, pending or copleted action 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 an Agent, against expenses actually and
reasonably incurred by the Agent in connection with the defense or settlement of
such action if the Agent acted in good faith and in a manner such Agent believed
to be in the best interest of the corporation and its shareholders.
Section 317(c) further provides that no indemnification may be made
thereunder for any of the following: (i) in respect of any matter as to which an
Agent shall have been adjudged to be liable to the corporation, unless the court
in which such proceeding is or was pending shall determine that such Agent is
fairly and reasonably entitled to indemnity for expenses; (ii) of amounts paid
in settling or otherwise disposing of a pending action without court approval;
and (iii) of expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.
Section 317(d) of the Corporations Code requires that an Agent be
indemnified against expenses actually and reasonably incurred to the extent the
Agent has been successful on the merits in the defense of proceedings referred
to in subdivisions (b) or (c) of Section 317.
Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
in the circumstances because the Agent has met the applicable standard of
conduct, by any of the following: (i) a majority vote of a quorum consisting of
directors who are not parties to the proceeding; (ii) if such a quorum of
directors is not obtainable, by independent legal counsel in a written opinion;
(iii) approval of the shareholders, provided that any shares owned by the Agent
may not vote thereon; or (iv) the court in which such proceeding is or was
pending.
Pursuant to Section 317(f) of the Corporations Code, the corporation
may advance expenses incurred in defending any proceeding upon receipt of an
undertaking by the Agent to repay such amount if it is ultimately determined
that the Agent is not entitled to be indemnified.
Section 317(h) provides, with certain exceptions, that no
indemnification shall be made under Section 317 in such case where it appears
that it would be inconsistent with a provision of the corporation's articles,
bylaws, a shareholder resolution or any agreement which prohibits or otherwise
limits indemnification, or in such case where it would be inconsistent with any
condition expressly imposed by a court in approving a settlement.
Section 17(i) authorizes a corporation to purchase and maintain
insurance o behalf of an Agent for liabilities arising by reason of the Agent's
sttus, whether or not the corporation would have the power to indemnify the
Agent against such liability under the provisions of Section 317.
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Article III of the Restated Articles of Incorporation of the Company
provides for the indemnification of the agents of the Company to the fullest
extent permissible under California law.
In addition, Article VI of the Bylaws of the Company authorizes the
Company to enter into agreements with agents of the Company providing for or
permitting indemnification in excess of that permitted under Section 317 of the
Corporations Code, to the extent permissible under California law, and to
purchase and maintain insurance to the extent provided by Section 3.17(i).
The Company has purchased a directors' and officers' liability policy
insuring director and officers of the Company.
ITEM 8. EXHIBITS.
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EXHIBITS EXHIBIT DESCRIPTION
<S> <C>
4.1 1996 Stock Incentive Plan (incorporated by
reference to Exhibit 4.2 to the Company's
Amendment No. 3 to the Registration Statement on
Form S-1 filed with the Securities and Exchange
Commission on May 17, 1996, filed with the
Securities and Exchange Commission on
February 13, 1997).
5.1 Legal opinion of Katten Muchin Zavis.
23.1 Consent of Katten Muchin Zavis (contained in Exhibit 5.1).
23.2 Consent of PriceWaterhouseCoopers.
24 Power of attorney (contained on signature page hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Hollywood, State of California, on this 8th day of
November, 2000.
VDI MULTIMEDIA
By: /s/ R. LUKE STEFANKO
----------------------------------------------
R. Luke Stefanko
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints R. Luke Stefanko, his true and lawful attorneys-in-fact and agents,
with full power of substitution, to sign on his behalf, individually and in each
capacity stated below, all amendments and post-effective amendments to this
Registration Statement on Form S-8 (including registration statements filed
pursuant to Rule 462(b) under the Securities Act of 1933, and all amendments
thereto) and to file the same, with all exhibits thereto and any other documents
in connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, 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 premises, as fully and to all intents and
purposes as each might or could do in person, hereby ratifying and confirming
each act that said attorneys-in-fact and agents may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 31, 2000.
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SIGNATURE TITLE
<S> <C>
/s/ R. LUKE STEFANKO
------------------------------------ Chairman of the Board, Chief Executive
R. Luke Stefanko Officer, and Director
/s/ CLARKE W. BREWER
------------------------------------ Chief Financial Officer (principal
Clarke W. Brewer accounting officer), Secretary and
Treasurer
/s/ ROBERT A. BAKER
------------------------------------ Director
Robert A. Baker
/s/ GREGGORY J. HUTCHINS
------------------------------------ Director
Greggory J. Hutchins
/s/ HAIG S. BAGERDJIAN
------------------------------------ Director
Haig S. Bagerdjian
/s/ ROBERT M. LOEFFLER
------------------------------------ Director
Robert M. Loeffler
</TABLE>
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EXHIBIT INDEX
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EXHIBITS EXHIBIT DESCRIPTION
<S> <C>
4.1 1996 Stock Incentive Plan (incorporated by
reference to Exhibit 4.2 to The Company's
Amendment No. 3 to the Registration Statement
on Form S-1 filed with the Securities and
Exchange Commission on May 17, 1996, filed
with the Securities and Exchange Commission
on February 13, 1997).
5.1 Legal opinion of Katten Muchin Zavis.
23.1 Consent of Katten Muchin Zavis (contained in Exhibit
5.1).
23.2 Consent of PriceWaterhouseCoopers.
24 Power of attorney (contained on signature page hereto).
</TABLE>
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