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:
MURRAY MARKILES, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
-------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Maximum Proposed
Title of Each Class of Amount To Be Offering Price Maximum Aggregate Amount Of
Securities To Be Registered Registered (1) Per Unit (2) Offering Price Registration Fee
------------------------------ -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share............... 1,000,000 $ 4.50 $ 4,500,000 $ 1,188
============================== ============== ================ ================ ================
<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 Brilliant Digital Entertainment,
Inc. 1996 Stock Option 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 25, 2000.
</FN>
</TABLE>
<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) and
on August 26, 1999, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No. 333-85979)
(collectively, the "Prior Registration Statements") relating to shares of the
Common Stock to be issued pursuant to the Brilliant Digital Entertainment, Inc.
1996 Stock Option Plan, as amended (the "Plan"), and the Prior Registration
Statements are currently effective. This Registration Statement relates to
securities (a) of the same class as those to which the Prior Registration
Statements relate and (b) to be issued pursuant to the Plan. The contents of the
Prior Registration Statements 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).
Page 2
<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 25th day of
August, 2000.
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 25, 2000
----------------------------- of the Board of Directors
Mark Dyne
/S/ KEVIN BERMEISTER President and Director August 25, 2000
-----------------------------
Kevin Bermeister
/S/ MICHAEL OZEN Chief Financial Officer (Principal Financial August 25, 2000
----------------------------- and Accounting Officer) and Secretary
Michael Ozen
/S/ MARK MILLER Vice President, Operations and Production August 25, 2000
----------------------------- and Director
Mark Miller
/S/ DIANA MARANON Director August 25, 2000
-----------------------------
Diana Maranon
Director
-----------------------------
Ray Musci
/S/ GARTH SALONER Director August 25, 2000
-----------------------------
Garth Saloner
/S/ JEFF SCHEINROCK Director August 25, 2000
-----------------------------
Jeff Scheinrock
</TABLE>
Page 3
<PAGE>
EXHIBITS INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion and Consent 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 on signature page).
Page 4
