<PAGE> 1
As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-33149
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
On Command Corporation
(Exact name of issuer as specified in its charter)
Delaware 77-04535194
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6331 San Ignacio Avenue
San Jose, California 95119
(Address of Principal Executive Offices, including Zip Code)
ON COMMAND CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
ON COMMAND CORPORATION 1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full Title of the Plan)
Arthur M. Aaron, Esq.
Acting General Counsel and Secretary
c/o On Command Corporation
6331 San Ignacio Avenue
San Jose, California 95119
(408) 360-4500
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 $16.125(1) $3,225,000(1) $851.40
($.01 par value) shares
===============================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(h) and (c) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low prices of the Registrant's Common Stock on the Nasdaq National
Market on March 22, 2000.
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 to Registration Statement on Form S-8 is being filed to
register an additional 200,000 shares issuable pursuant to the 1997 Non-employee
Directors Stock Plan (the "Directors Plan") pursuant to an amendment (the "1999
Amendment") ratified and adopted by the Registrant's Board of Directors on April
7, 1999, and approved by the Registrant's stockholders at a meeting held on May
13, 1999. The 1999 Amendment also provides that Independent Directors (as
defined in the Directors Plan) would no longer receive an annual option grant
with respect to 4,000 shares of the Registrant's Common Stock, but instead would
receive a one-time grant of an option to purchase 50,000 shares of the Company's
Common Stock.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by On Command Corporation
(the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K (Commission File No.
00-21315) for the fiscal year ended December 31, 1999.
(b) The description of the Company's Common Stock contained in
Amendment No. 1 to the Company's Registration Statement Form 8-A
(Commission File No. 00-21315) filed on September 10, 1996 with
the Commission under Section 12(g) of the Exchange Act, which
incorporates by reference the description of such Common Stock
contained in the Company's Registration Statement on Form S-4
(Commission File No. 333-10407) (which description is herein
incorporated by reference), and any amendment or report filed for
the purpose of updating such description.
All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 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
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, as the Company's Common Stock is registered under
Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
An opinion as to the validity of the securities being issued has been
rendered for the Company by Arthur M. Aaron, Acting General Counsel and
Secretary of the Company.
2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Reference is made to the provisions of Article IX of the Registrant's
Certificate of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the Registrant's By-laws filed as Exhibit 4(b) hereto.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Company's
Bylaws provide that the Company will indemnify its officers and directors to the
fullest extent permitted by the Delaware General Corporation Law and that the
Company may indemnify its employees and agents in the discretion of the Board of
Directors. Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") permits a corporation to indemnify
certain persons made a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful. If,
however, any threatened, pending or completed action, suit or proceeding is by
or in the right of the corporation, the director or officer is not permitted to
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable to the corporation unless the Delaware Court of Chancery,
or such other court adjudicating the action, determines otherwise.
Additionally, there are in effect directors' and officers' liability
insurance policies which insure the Registrant's directors and officers against
certain liabilities that they may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibit
4(a) Certificate of Amended and Restated
Certificate of Incorporation of On Command
Corporation (as amended through August 13,
1996) (Incorporated by reference to Exhibit
3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-4,
Commission File No. 333-10407 (the "Form
S-4")).
4(b) By-laws of On Command Corporation (as
amended through August 13, 1996)
(Incorporated by reference to Exhibit 3.3
to Amendment No. 1 to the Company's
Registration Statement on Form S-4).
3
<PAGE> 4
4(c) Amendment to By-laws of On Command
Corporation dated as of November 23, 1998
(Incorporated by reference to Exhibit 3.3 to
Amendment No. 1 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1998).
4(d) Amendment to By-laws of On Command
Corporation dated as of August 5, 1999
(Incorporated by reference to Exhibit 3.4 to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1998).
4(e) On Command Corporation 1997 Employee Stock
Purchase Plan (Incorporated by reference to
Exhibit 4(c) to the Company's Registration
Statement on Form S-8, Commission File No.
333-33149 (the "Form S-8")).
4(f) Amended and Restated On Command Corporation
1997 Non-Employee Directors Stock Plan.
(Incorporated by reference to Exhibit 10.10
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999).
4(g) Forms of agreements for On Command
Corporation 1997 Non-Employee Directors
Stock Plan, as amended.
5(a) Opinion of Arthur M. Aaron, Acting General
Counsel and Secretary of the Registrant.
23(a) Independent Auditors' Consent.
23(b) Consent of Arthur M. Aaron (contained in
Exhibit 5(a)).
24 Powers of Attorney (see page 6).
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 prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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;
(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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
4
<PAGE> 5
(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 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, 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 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 Act and will be governed by the final adjudication of such
issue.
5
<PAGE> 6
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 the City of Denver, State of Colorado, on March 28, 2000.
On Command Corporation
/s/ Arthur M. Aaron
-------------------------------
Arthur M. Aaron
Acting General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Arthur M. Aaron and Paul J. Milley, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, 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 on Form S-8, and to file the same with all
exhibits thereto and all 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 and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Allan H. Goodson Executive Vice President and Chief Operating Officer March 28, 2000
- -------------------------------------- (Principal Executive Officer)
Allan H. Goodson
/s/ Paul J. Milley Senior Vice President, Finance and Chief Financial March 28, 2000
- -------------------------------------- Officer (Principal Financial and Accounting Officer)
Paul J. Milley
/s/ James A. Cronin, III Chairman of the Board March 28, 2000
- --------------------------------------
James A. Cronin, III
/s/ Richard D. Goldstein Director March 28, 2000
- --------------------------------------
Richard D. Goldstein
/s/ Charles M. Lillis Director March 28, 2000
- --------------------------------------
Charles M. Lillis
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Peter May Director March 28, 2000
- --------------------------------------
Peter May
/s/ J.C. Sparkman Director March 28, 2000
- --------------------------------------
J.C. Sparkman
/s/ J. David Wargo Director March 28, 2000
- --------------------------------------
J. David Wargo
/s/ Gary Wilson Director March 28, 2000
- --------------------------------------
Gary Wilson
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description
----------- -----------
<S> <C>
4(a) Certificate of Amended and Restated Certificate of Incorporation of On
Command Corporation (as amended through August 13, 1996) (Incorporated
by reference to Exhibit 3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-4, Commission File No. 333-10407 (the
"Form S-4")).
4(b) By-laws of On Command Corporation (as amended through August 13, 1996)
(Incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the
Company's Registration Statement on Form S-4).
4(c) Amendment to By-laws of On Command Corporation dated as of November
23, 1998 (Incorporated by reference to Exhibit 3.3 to Amendment No. 1
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998).
4(d) Amendment to By-laws of On Command Corporation dated as of August 5,
1999 (Incorporated by reference to Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998).
4(e) On Command Corporation 1997 Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 4(c) to the Company's
Registration Statement on Form S-8, Commission File No. 333-33149 (the
"Form S-8")).
4(f) Amended and Restated On Command Corporation 1997 Non-Employee
Directors Stock Plan. (Incorporated by reference to Exhibit 10.10 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1999).
4(g) Forms of agreements for On Command Corporation 1997 Non-Employee
Directors Stock Plan, as amended.
5(a) Opinion of Arthur M. Aaron, Acting General Counsel and Secretary of
the Registrant.
23(a) Independent Auditors' Consent.
23(b) Consent of Arthur M. Aaron (contained in Exhibit 5(a)).
24 Powers of Attorney (see page 6).
</TABLE>
8
<PAGE> 1
Exhibit 4(g)
ON COMMAND CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
DIRECTORS NONQUALIFIED STOCK OPTION GRANT
This Stock Option Grant (this "GRANT") is made and entered into as of
the date of grant set forth below (the "DATE OF GRANT") by and between On
Command Corporation, a Delaware corporation (the "COMPANY"), and the Optionee
named below ("OPTIONEE").
Optionee:
--------------------------------------
Optionee's Address:
--------------------------------------
--------------------------------------
--------------------------------------
Total Shares Subject to Option: 50,000
--------------------------------------
Exercise Price Per Share:
--------------------------------------
Date of Grant:
--------------------------------------
Expiration Date:
--------------------------------------
1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(this "OPTION") to purchase up to the total number of shares of Common Stock of
the Company set forth above (collectively, the "Shares") at the exercise price
per share set forth above (the "EXERCISE PRICE"), subject to all of the terms
and conditions of this Grant and the Company's 1997 Non-Employee Directors Stock
Option Plan (the "PLAN"). Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the Plan.
2. EXERCISE AND VESTING OF OPTION. Subject to the terms and conditions
of the Plan and this Grant, this Option shall become exercisable as it vests.
Subject to the terms and conditions of the Plan and this Grant, this Option
shall vest as to twenty-five percent (25%) of the Shares on the first
anniversary of the Date of Grant, as to twenty-five percent (25%) of the Shares
on the second anniversary of the Date of Grant and as to fifty percent (50%) of
the Shares on the third anniversary of the Date of Grant so long as the Optionee
continuously remains a member of the Board of Directors (a "BOARD MEMBER") of
the Company.
3. RESTRICTION ON EXERCISE. This Option may not be exercised unless
such exercise is in compliance with the Securities Act, and all applicable state
securities laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed at the time of exercise. Optionee
understands that the Company is under no obligation to register, qualify or list
the Shares with the SEC, any state securities commission or any stock exchange
or national market system to effect such compliance.
4. TERMINATION OF OPTION. Except as provided below in this Section,
this Option shall terminate if Optionee ceases to be a Board Member of the
Company. The date on which Optionee ceases to be a Board
1
<PAGE> 2
Member of the Company shall be referred to as the "TERMINATION DATE." No portion
of an Option which is unexercisable at the Termination Date will thereafter
become exercisable.
4.1 Termination Generally. If Optionee ceases to be a Board
Member of the Company for any reason except death or permanent and total
disability, then this Option, to the extent (and only to the extent) that it
would have been exercisable by Optionee on the Termination Date, may be
exercised by Optionee within three (3) months after the Termination Date, or, if
the Optionee dies within such three-month period, may be exercised by the
Optionee's legal representative within twelve (12) months after the Optionee's
death but in no event later than the Expiration Date.
4.2 Death or Disability. If Optionee ceases to be a Board Member
of the Company because of the death of Optionee or the permanent and total
disability of Optionee within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended, then this Option, to the extent (and only to
the extent) that it would have been exercisable by Optionee on the Termination
Date, may be exercised by Optionee (or Optionee's legal representative) within
twelve (12) months after the Termination Date, but in no event later than the
Expiration Date.
4.3 Corporate Transaction. This Option shall terminate upon the
occurrence of a Corporate Transaction, as defined in the Plan; provided however
that any Option granted or deemed regranted within six months of such Corporate
Transaction shall remain exercisable until the expiration of six months and one
day from the later of the date such Option was granted or the date such Option
was deemed regranted; and provided, further, that the Board of Directors has
determined that an acquisition of a majority of the outstanding common stock of
Ascent Entertainment Group, Inc. shall constitute a Corporate Transaction
resulting in accelerated vesting of the Options granted under the Plan, and such
Options shall not terminate except as otherwise provided herein.
5. MANNER OF EXERCISE.
5.1 Exercise Agreement. This Option shall be exercisable by
Optionee (or, in the case of exercise after Optionee's death or incapacity,
Optionee's executor, administrator, heir or legatee, as the case may be)
delivery to the Company of an executed written Directors Stock Option Exercise
Agreement (which form shall be distributed to Optionee upon notice of exercise),
which shall set forth Optionee's election to exercise some or all of this
Option, the number of shares being purchased, any restrictions imposed on the
Shares and such other representations and agreements as may be required by the
Company to comply with applicable securities laws. If someone other than
Optionee exercises the Option, then such person must submit documentation
reasonably acceptable to the Company that such person has the right to exercise
the Option.
5.2 Payment. Payment for the Shares purchased upon exercise of
this Option may be made (a) in cash or by check; (b) by surrender of shares of
Common Stock of the Company that have been owned by Optionee for more than six
(6) months (and which have been paid for within the meaning of SEC Rule 144 and,
if such shares were purchased from the Company by use of a promissory note, such
note has been fully paid with respect to such shares), having a Fair Market
Value equal to the Exercise Price of the Option; (c) by payment, in whole or in
part, through the delivery of property of any kind which constitutes good and
valuable consideration; (d) through the delivery of a full recourse promissory
note bearing interest (at no less than such rate as shall then preclude the
imputation of interest under the Internal Revenue Code of 1986) and payable on
such terms and in such form as may be prescribed by the Board; or (e) by any
combination of the foregoing, provided that the par value of the shares shall be
paid in cash or by check.
5.3 Withholding Taxes. Prior to the issuance of the Shares upon
exercise of this Option, Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.
2
<PAGE> 3
If the Board permits, Optionee may provide for payment of withholding taxes upon
exercise of the Option by requesting that the Company retain Shares with a Fair
Market Value equal to the minimum amount of taxes required to be withheld. In
such case, the Company shall issue the net number of Shares to the Option by
deducting the Shares retained from the Shares issuable upon exercise.
5.4 Issuance of Shares. Provided that such notice and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall cause the Shares to be issued in the name of Optionee or Optionee's legal
representative. To enforce any restrictions on Optionee's Shares, the Committee
may require Optionee to deposit all certificates, together with stock powers or
other instruments of transfer approved by the Committee appropriately endorsed
in blank, with the Company or an agent designated by the Company to hold in
escrow until such restrictions have lapsed or terminated, and the Committee may
cause a legend or legends referencing such restrictions to be placed on the
certificates.
6. NONTRANSFERABILITY OF OPTION. During the lifetime of the Optionee,
this Option shall be exercisable only by Optionee, unless otherwise permitted by
the Board. This Option may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent and distribution.
7. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the
rights of a shareholder with respect to any Shares until Participant exercises
the Option and pays the Exercise Price.
8. INTERPRETATION. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Board that
administers the Plan, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Board shall be final and
binding on the Company and on Optionee.
9. TENURE AS BOARD MEMBER. In consideration of the granting of this
Option, the Optionee agrees to serve as an Independent Director as defined under
the terms of the Plan until the next annual meeting of the stockholders of the
Company. However, nothing in the Plan or this Grant shall confer on Optionee any
right to continue as a Board Member, and the Company expressly reserves its
rights to discharge Optionee at any time for any reason whatsoever, with or
without good cause.
10. ENTIRE AGREEMENT. The 1999 Amendment, the Directors Plan and the
Directors Stock Option Exercise Agreement, and the terms and conditions thereof,
are incorporated herein by reference. This Grant, the Plan and the Directors
Stock Option Exercise Agreement constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.
11. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile, rapifax or telecopier.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California. If any provision of this Agreement is determined by
a court of law
3
<PAGE> 4
to be illegal or unenforceable, then such provision will be enforced to the
maximum extent possible and the other provisions will remain fully effective and
enforceable.
ON COMMAND CORPORATION
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
4
<PAGE> 1
Exhibit 5(a)
March 28, 2000
On Command Corporation
6331 San Ignacio Avenue
San Jose, California 95119
Re: Amendment No. 1 to Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, I have examined the Amendment No. 1 to
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
you with the Securities and Exchange Commission on or about March 28, 2000 in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 200,000 shares of Common Stock (the "Stock") subject to
issuance by you in connection with the exercise of stock options to be granted
by you under your 1997 Non-Employee Directors Stock Plan (the "Directors Plan").
In rendering this opinion, I have examined the following:
(1) the Registration Statement, together with the Exhibits filed
as a part thereof;
(2) the Prospectuses prepared in connection with the Registration
Statement; and
(3) copies of the minutes of meetings of the Company's Board of
Directors and stockholders relating to the adoption of the
Purchase Plan and Directors Plan.
In my examination of documents for purposes of this opinion, I have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to me as
originals, the conformity to originals of all documents submitted to me as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by me and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, I have relied solely
upon my examination of the documents referred to above and have assumed the
current accuracy and completeness of the information obtained from records
included in the documents referred to above. I have made no independent
investigations or other attempts to verify the accuracy of any of such
information or to determine the existence or non-existence of any other factual
matters; however, I am not aware of any facts that would lead me to believe that
the opinion expressed herein is not accurate.
Based upon the foregoing, it is my opinion that the 200,000 shares of
Stock that may be issued and sold by you in connection with the exercise of
stock options to be granted under the Directors Plan when issued and sold in
accordance with the Directors Plan and agreements to be entered into thereunder
reflecting the stock options, and in the manner referred to in the relevant
Prospectus associated with the Registration Statement, will be legally issued,
fully paid and nonassessable.
1
<PAGE> 2
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to me, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
This opinion speaks only as of its date and is intended solely for your
use as an exhibit to the Registration Statement for the purpose of the above
sale of the Stock and is not to be relied upon for any purpose.
Very truly yours,
/s/ Arthur M. Aaron
----------------------
Arthur M. Aaron
Acting General Counsel
and Secretary
<PAGE> 1
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-33149 on Form S-8 of On Command Corporation of
our report dated March 3, 2000, appearing in the Annual Report on Form 10-K of
On Command Corporation for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
March 24, 2000
