<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 2000.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STAN LEE MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-1341980
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
15821 VENTURA BOULEVARD, SUITE 675
ENCINO, CA 91436
(818) 461-1757
(Address, Including Zip Code, of Principal Executive Offices)
RESTRICTED STOCK AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENTS
1999 INCENTIVE STOCK PLAN
(Full Title of the Plans)
RICK C. MADDEN
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
15821 VENTURA BOULEVARD, SUITE 675
ENCINO, CA 91436
(818) 461-1757
(Name and Address of Agent for Service)
COPY TO:
JEFFREY H. COHEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE, 34TH FLOOR
LOS ANGELES, CA 90071
(213) 687-5000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value 970,000 $ 2.50 $ 2,425,000 $ 640.20
Common Stock, no par value 127,500 $ 5.00 $ 637,500 $ 168.30
Common Stock, no par value 247,500 $ 5.50 $ 1,361,250 $ 359.37
Common Stock, no par value,
issuable pursuant to the 1999
Stock Incentive Plan 3,000,000(1) $11.19(2) $33,570,000 $ 8,862.48
Common Stock, no par value 956,936 $ 9.50 $ 9,090,892 $ 2,327.27
======================================================================================================================
Total 5,301,936 $47,084,642 $12,357.62
======================================================================================================================
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(1) Represents the maximum number of Shares of Common Stock, no par value
(the "Common Stock"), of Stan Lee Media, Inc. (the "Company") available
for issuance under the 1999 Stock Inventive Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of the average of the high
and low sale prices for a share of Common Stock of the Company as
reported on the Nasdaq SmallCap Market on [ ], 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 are being maintained and delivered by the Company as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2000; and
(c) The description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on
July 29, 1996, under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including 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 indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or 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 is or is deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF THE SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Colorado corporation. Section 7-108-402 of the Colorado
Business Corporation Act (the "CBCA"), as amended, allows a corporation to
eliminate or limit the personal liability of a director to the corporation or to
its shareholders for monetary damages for breach of fiduciary duty as a
director; except that a corporation shall not eliminate or limit the liability
of a director to the corporation or to its shareholders for monetary damages for
any breach of the director's duty of loyalty to the corporation or to its
shareholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in section 7-108-403,
or any transaction from which the director directly or indirectly derived an
improper personal benefit. Sections 7-109-102 to 7-109-110, inclusive, of the
CBCA allows a corporation to indemnify its directors, officers, employees,
fiduciaries and agents against liability incurred in any proceeding to which
they are made parties by reason of being or having served in such capacities,
subject to specified conditions and exclusions; to pay for reasonable expenses
incurred by such persons in such proceedings; to mandate indemnification of
directors and officers who are successful on the merits; and to obtain
directors' and officers' liability insurance.
The Company's Articles of Incorporation provide that no director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (i) for any
breach of the directors' duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or
<PAGE> 3
involving intentional misconduct or a knowing violation of law, (iii) for voting
or assenting to a distribution in violation of section 7-106-401 of the CBCA or
the Articles of Incorporation, subject to certain limitations and exceptions, or
(iv) for any transaction from which the director derives any improper personal
benefit.
The Company's Bylaws provide that the Company shall indemnify, with
certain exceptions, 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 by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the Company (or another entity at the request of the Company), against
reasonably incurred expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement reasonably incurred by him in connection
with such action, suit or proceeding if it is determined by disinterested
directors that such person conducted himself in good faith and that he
reasonably believed (i) in the case of conduct in his official capacity with the
Company, that his conduct was in the Company's best interest, or (ii) in all
other cases (except criminal cases) that his conduct was at least not opposed to
the Company's best interest, or (iii) in the case of any criminal proceeding,
that he had no reasonable cause to believe his conduct was unlawful. In
addition, the Company's Articles of Incorporation provided that the Company
shall have the authority, to the maximum extent permitted by law, to purchase
and maintain insurance providing such indemnification.
The Company has entered or intends to enter into agreements to indemnify
its directors and executive officers, in addition to indemnification provided
for in the Company's Bylaws. These agreements, among other things, will provide
for indemnification of the Company's directors and executive officers for
expenses, judgments, fines and settlement amounts incurred by any such person in
any action or proceeding arising out of the person's services as a director or
executive officer or at the Company's request. The Company believes that these
provisions and agreements are necessary to attract and retain qualified persons
as directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibits Index.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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 prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) 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 (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the issuer pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. 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 the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3
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3. 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.
4
<PAGE> 5
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 Encino, State of California, on July 31, 2000.
STAN LEE MEDIA, INC.
By /s/ KENNETH WILLIAMS
------------------------------------
Name: Kenneth Williams
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gill Champion and Rick C. Madden, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ KENNETH WILLIAMS President and Chief Executive Officer July 31, 2000
----------------------------------- (Principal executive officer)
Kenneth Williams
/s/ ROBERT M. SCHULTZ Vice President-Finance July 31, 2000
----------------------------------- (Principal Financial and
Robert M. Schultz Accounting Officer)
/s/ STAN LEE Chairman, Chief Creative Officer July 31, 2000
----------------------------------- and Director
Stan Lee
/s/ NELSON S. THALL Director July 31, 2000
-----------------------------------
Nelson S. Thall
Director July [__], 2000
-----------------------------------
Robert K. Burgess
/s/ ARTHUR E. SCHRAMM, JR. Director July 31, 2000
-----------------------------------
Arthur E. Schramm, Jr.
Director July [__], 2000
-----------------------------------
Lars F. Hellmont
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EXHIBIT INDEX
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EXHIBIT
NUMBER
<S> <C>
4.1* Articles of Incorporation of Stan Lee Media, Inc.
4.2* Bylaws of Stan Lee Media, Inc.
5.1 Opinion of Brownstein Hyatt & Farber, P.C. regarding the legality
of securities being registered
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Brownstein Hyatt & Farber, P.C. (included in Exhibit
5.1 hereto)
24.1 Power of Attorney (included on the signature pages hereto)
99.1* Agreement dated July 23, 1999, between the Registrant and Gill
Champion
99.2* Agreement dated July 23, 1999, between the Registrant and Robert
M. Schultz
99.3* Agreement dated July 23, 1999, between the Registrant and Stephen
M. Gordon
99.4* Agreement dated July 23, 1999, between the Registrant and Dana
Moreshead
99.5* Agreement dated July 23, 1999, between the Registrant and Dave
Medinnis
99.6* Agreement dated July 23, 1999, between the Registrant and Zachary
Foley
99.7* Agreement dated July 23, 1999, between the Registrant and Steve
Gerber
99.8* Agreement dated July 23, 1999, between the Registrant and Gary
Manfredi
99.9* Agreement dated July 23, 1999, between the Registrant and Shawn
McManus
99.10* Agreement dated July 23, 1999, between the Registrant and Andrey
Pavlovskiy
99.11* Agreement dated July 23, 1999, between the Registrant and Aaron
Sowd
99.12* Agreement dated July 23, 1999, between the Registrant and Jason
Thomas
99.13* Agreement dated July 23, 1999, between the Registrant and William
James Wilkinson, Jr.
99.14* Agreement dated July 23, 1999, between the Registrant and Anthony
Winn
99.15* Agreement dated September 24, 1999, between the Registrant and
Iyan Bruce
99.16* Agreement dated September 24, 1999, between the Registrant and
Zachary Foley
99.17* Agreement dated September 24, 1999, between the Registrant and
Jennifer Kahn
99.18* Agreement dated September 24, 1999, between the Registrant and
Tony Pastor
99.19* Agreement dated September 24, 1999, between the Registrant and
Mone Peterson
99.20* Agreement dated September 24, 1999, between the Registrant and
Patricia Smith
99.21* Agreement dated September 24, 1999, between the Registrant and
Russ Heath
99.22 Agreement dated September 24, 1999, between the Registrant and
Dean White
99.23 Agreement dated September 24, 1999, between the Registrant and
Aaron Sowd
99.24 Agreement dated September 27, 1999, between the Registrant and
Grant Anderson
99.25* Agreement dated September 27, 1999, between the Registrant and
Brady Darvin
99.26* Agreement dated September 27, 1999, between the Registrant and
Larry Houston
99.27 Agreement dated September 27, 1999, between the Registrant and
Paula LaFond
99.28* Agreement dated September 27, 1999, between the Registrant and
Ruben Martinez
99.29 Agreement dated September 27, 1999, between the Registrant and
Majella Milne
99.30 Agreement dated September 27, 1999, between the Registrant and
Parker Paul
99.31 Agreement dated September 27, 1999, between the Registrant and
James Salicrup
99.32 Agreement dated September 27, 1999, between the Registrant and
Frederick Schiller
99.33 Agreement dated September 27, 1999, between the Registrant and
Kenny Thomkins
99.34 Agreement dated September 27, 1999, between the Registrant and
Dean White
99.35* Agreement dated October 5, 1999, between the Registrant and
Stanley A. Weston
99.36 Stan Lee Media, Inc. 1999 Incentive Stock Plan
99.37* Agreement dated July 23, 1999, between the Registrant and
Jeffrey D. Segal
99.38* Agreement dated October 5, 1999, between the Registrant and
Jeffrey D. Segal
99.39 Agreement dated June 12, 2000, between the Registrant and
Kenneth Williams
</TABLE>
* Incorporated by reference to the Company's Annual Report on Form
10-KSB for the year ended December, 31, 1999.