<PAGE>
As filed with the Securities and Exchange Commission on August 6, 1998
Registration No. 333-60121
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
AMENDMENT
NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOUR MEDIA COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7819 95-4599440
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
2813 WEST ALAMEDA AVENUE
BURBANK, CALIFORNIA 91505
(818) 840-7000
(Address, including ZIP code, and telephone number, including area code,
of Registrant's Principal Executive Offices)
ROBERT T. WALSTON
2813 WEST ALAMEDA AVENUE
BURBANK, CALIFORNIA 91505
(818) 840-7000
(Name, address, including ZIP code, and telephone number, including area code,
of Agent for service)
Copy to:
PAULA J. PETERS, ESQ.
GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP
1900 AVENUE OF THE STARS, SUITE 2100
LOS ANGELES, CALIFORNIA 90067
(310) 553-3610
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE OF THE SECURITIES TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than Securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
2
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with
the registration of the Common Stock offered hereby. The Company will bear all
of such expenses. All amounts are estimated except for the Securities and
Exchange Commission registration fee.
PAYABLE BY REGISTRANT
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<CAPTION>
<S> <C>
SEC registration fees............................................. $ 753
Legal fees and expenses........................................... 25,000
Accounting fees and expenses...................................... 7,000
Miscellaneous fees and expenses................................... 1,247
-------
Total........................................................ $34,000
</TABLE>
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<PAGE>
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 of Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Burbank, State of California, on this 6th day of
August, 1998.
FOUR MEDIA COMPANY
By: /s/ Robert T. Walston
---------------------
Robert T. Walston
Chairman of the Board and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Robert T. Walston Chairman of the Board and August 6, 1998
- -------------------------- Chief Executive Officer
Robert T. Walston (principal executive officer)
/s/ Alan S. Unger Vice President and Chief Financial Officer August 6, 1998
- -------------------------- (principal financial and accounting officer)
Alan S. Unger
- -------------------------- Director August 6, 1998
William Amon*
- -------------------------- Director August 6, 1998
Robert Bailey*
- -------------------------- Director August 6, 1998
Paul Bricault*
- -------------------------- Director August 6, 1998
John H. Donlon*
- -------------------------- Director August 6, 1998
Edward Kirtman*
- -------------------------- Director August 6, 1998
Gavin W. Schutz*
- -------------------------- Director August 6, 1998
Shimon Topor*
- -------------------------- Director August 6, 1998
Thomas Wertheimer*
* By /s/ Robert T. Walston
---------------------
Robert T. Walston
Attorney-in-Fact
</TABLE>
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