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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOUR MEDIA COMPANY
(Exact name of registrant as specified in its charter)
Delaware 95-4599440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2813 West Alameda Avenue
Burbank, California 91505
(Address of Principal Executive Offices) (Zip Code)
Four Media Company 1997 Stock Plan
(Full title of the plan)
Robert T. Walston
Chairman of the Board and Chief Executive Officer
2813 West Alameda Street
Burbank, California 91505
(Name and address of agent for service)
(818) 840-7000
(Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
===========================================================================================================================
Amount of
Title of Securities Amount to be Proposed maximum offering Proposed maximum aggregate registration
to be registered registered/1/ price per share/2/ offering price/2/ fee/2/
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 4,143,839 $8.62 $35,709,097 $9,504
===========================================================================================================================
</TABLE>
1. Plus such additional number of shares as may hereafter become issuable
pursuant to the antidilution provisions of the Plan.
2. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
offering price per share and aggregate offering price are based upon (a)
the weighted average exercise price, for shares subject to outstanding
options granted under the Plan and (b) the average of the high and low
prices of the Company's Common Stock on the Nasdaq Stock Market on December
6, 1999 for shares reserved for future issuance upon the exercise of
options to be granted under the Plan (pursuant to Rule 457(c) under the
Securities Act).
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INCORPORATION OF EARLIER REGISTRATION STATEMENT
The registration statement (File No. 333-6009) for the Four Media Company
1997 Stock Plan is incorporated herein by reference.
Item 8. Exhibits
The following exhibits (in addition to the exhibits incorporated herein by
reference) are filed herewith:
4.4 First Amendment to Four Media Company 1997 Stock Plan incorporated by
reference to Proxy Statement filed February 19, 1999 (File No. 0-21943)
5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding the
legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Greenberg Glusker Fields Claman & Machtinger LLP (contained in
Exhibit 5.1)
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (contained in the signature page hereof)
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POWER OF ATTORNEY
KNOW ALL ME BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert T. Walston and Christopher M. R. Phillips
his true and lawful attorneys-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, 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 full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
his said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Robert T. Walston Chairman of the Board and December 8, 1999
- ------------------------------ Chief Executive Officer
Robert T. Walston (principal executive officer)
/s/ Christopher M. R. Phillips Executive Vice President and December 8, 1999
- ------------------------------ Chief Financial Officer (principal financial
Christopher M. R. Phillips and accounting officer)
/s/ William Amon
- ------------------------------ Director December 8, 1999
William Amon
/s/ Sidney Lapidus
- ------------------------------ Director December 8, 1999
Sidney Lapidus
/s/ David E. Libowitz
- ------------------------------ Director December 8, 1999
David E. Libowitz
/s/ Jeffrey J. Marcketta
- ------------------------------ Director December 8, 1999
Jeffrey J. Marcketta
/s/ William C. Scott
- ------------------------------ Director December 8, 1999
William C. Scott
/s/ Eytan Shapiro
- ------------------------------ Director December 8, 1999
Eytan Shapiro
</TABLE>
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EXHIBIT INDEX
Exhibits
4.4 First Amendment to Four Media Company 1997 Stock Plan incorporated by
reference to Proxy Statement filed February 19, 1999 (File No. 0-21943)
5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding the
legality of the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Greenberg Glusker Fields Claman & Machtinger LLP (contained in
Exhibit 5.1)
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (contained in the signature page hereof)
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EXHIBIT 5.1
OPINION AND CONSENT OF GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER
-------------------------------------------------------------------
At your request, we have examined the Registration Statement on Form S-8 to be
filed by Four Media Company (the "Company") with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 4,143,839 shares of Common Stock, par value $.01
per share (the "Common Stock"), to be issued by you upon the exercise of options
granted or to be granted under the Four Media Company 1997 Stock Plan (the
"Plans").
We have examined the proceedings taken and proposed to be taken in connection
with the authorization of the Plan and the Common Stock to be issued pursuant
thereto, and we have examined such matters of fact and law as we have deemed
relevant in connection with this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock has been
duly authorized by all necessary corporate action on the part of the Company
and, when issued in accordance with such authorization and with the provisions
of the Plan, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
/s/ Greenberg Glusker Fields Claman & Machtinger LLP
December 8, 1999
Los Angeles, California
1
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 21, 1998, relating to the
financial statements and financial statement schedule of Four Media Company,
which appears in Four Media Company's Annual Report on Form 10-K for the year
ended August 1, 1999.
/s/ PricewaterhouseCoopers, LLP
December 7, 1999
Los Angeles, California
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EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the Four Media Company 1997 Stock Option of our report
dated October 25, 1999, with respect to the consolidated financial statements
and schedule of Four Media Company included in its Annual Report (Form 10-K) for
the year ended August 1, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
December 7, 1999
Los Angeles, California
