SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRILLIANT DIGITAL ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4592204
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
- -------------------------------------------------------------------------------
6355 TOPANGA CANYON BOULEVARD, SUITE 120
WOODLAND HILLS, CALIFORNIA 91367
(Address of Principal Executive Offices) (Zip Code)
BRILLIANT DIGITAL ENTERTAINMENT, INC.
1996 STOCK OPTION PLAN
(Full Title of the Plan)
MARK DYNE, CHAIRMAN OF THE BOARD
BRILLIANT DIGITAL ENTERTAINMENT, INC.
6355 TOPANGA CANYON BOULEVARD, SUITE 120
WOODLAND HILLS, CALIFORNIA 91367
(Name and Address of Agent for Service)
(818) 615-1500
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
WM. TRAVIS BAIRD, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- ------------------- ------------------ ---------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, 1,420,000 $3.81 (2) $5,410,200 (2) $1,504.04
$0.001 par value Shares (1)
- ------------------- ------------------ ---------------- ---------------- ------------------
<FN>
(1)Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such additional shares of the Common Stock as may become issuable pursuant to
the anti-dilution provisions of the Company's 1997 Stock Plan.
(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 high and low prices of the Common Stock on the
American Stock Exchange on August 19, 1999.
</FN>
</TABLE>
Page 1
<PAGE>
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 ("REGISTRATION OF ADDITIONAL
SECURITIES"), THE COMPANY HEREBY MAKES THE FOLLOWING STATEMENT:
On December 20, 1996, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No. 333-18411)
(the "Prior Registration Statement") relating to shares of the Common Stock to
be issued pursuant to the Brilliant Digital Entertainment, Inc. 1996 Stock
Option Plan (the "Plan"), and the Prior Registration Statement is currently
effective. This Registration Statement relates to securities (a) of the same
class as those to which the Prior Registration Statement relates and (b) to be
issued pursuant to the Plan. The contents of the Prior Registration Statement
are incorporated herein by reference.
THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT:
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of PricewaterhouseCoopers.
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).
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<PAGE>
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 Los Angeles, State of California, on this 19 day
of August 1999.
BRILLIANT DIGITAL ENTERTAINMENT, INC.
(Registrant)
By: /s/ MICHAEL OZEN
--------------------------------
Michael Ozen
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Mark
Dyne and Michael Ozen, and each of them, as his 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 a new registration statement under Rule 461 or Instruction
E of Form S-8 of the Securities Act of 1933, as amended, 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 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 either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ MARK DYNE Chief Executive Officer and Chairman August 3, 1999
- ------------------------------------- of the Board of Directors
Mark Dyne
/s/ KEVIN BERMEISTER President and Director August 3, 1999
- -------------------------------------
Kevin Bermeister
/s/ MICHAEL OZEN Chief Financial Officer (Principal Financial August 3, 1999
- ------------------------------------- and Accounting Officer) and Secretary
Michael Ozen
/s/ MARK MILLER Vice President, Operations and Production August 3, 1999
- ------------------------------------- and Director
Mark Miller
/s/ DIANA MARANON Director August 3, 1999
- -------------------------------------
Diana Maranon
/s/ RAY MUSCI Director August 3, 1999
- -------------------------------------
Ray Musci
/s/ GARTH SALONER Director August 3, 1999
- -------------------------------------
Garth Saloner
/s/ JEFF SCHEINROCK Director August 3, 1999
- -------------------------------------
Jeff Scheinrock
</TABLE>
Page 3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of PricewaterhouseCoopers, 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).
Exhibit 5.1
[LETTERHEAD OF TROOP STEUBER PASICH REDDICK & TOBEY, LLP]
August 24, 1999
Brilliant Digital Entertainment, Inc.
6355 Topanga Canyon Boulevard, Suite 120
Woodland Hills, California 91367
Ladies/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 Brilliant Digital Entertainment, Inc., a Delaware corporation (the
"Company"), in order to register under the Securities Act of 1933, as amended
(the "Act"), 1,420,000 shares of common stock, par value $.001 per share (the
"Shares"), of the Company issuable pursuant to the Company's Amended and
Restated 1996 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 submitted,
/s/ TROOP STEUBER PASICH REDDICK & TOBEY, LLP
---------------------------------------------
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTS
To the Board of Directors and Shareholders of
Brilliant Digital Entertainment, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 29, 1999, except for the third
paragraph of Note 11, as to which the date is April 14, 1999, relating to the
financial statements, which appears in Brilliant Digital Entertainment, Inc.'s
Annual Report on Form 10-K for the year ended December, 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
August 25, 1999
