SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Obie Media Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oregon 93-0966515
- ----------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4211 West 11th, Eugene, Oregon 97402
- ----------------------------------------- ----------
(Address of principal executive officers) (Zip Code)
Restated 1996 Stock Incentive Plan
----------------------------------
(Full title of the plans)
Brian B. Obie
Chairman of the Board, President and
Chief Executive Officer
Obie Media Corporation
4211 West 11th
Eugene, Oregon 97402
(541) 686-8400
---------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Carol Dey Hibbs
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered (1) share(2) price(2) fee(2)
- ----------- -------------- ------------ ------------ ---------------
Common
Stock,
without 330,000 shares $9.18 $3,029,638 $893.74
par value
(1) This filing registers 330,000 shares of the Company's Common Stock reserved
for issuance under the Company's Restated 1996 Stock Incentive Plan. There are
also registered an undetermined number of additional shares of Common Stock that
may become available for purchase in accordance with the provisions of the Plan
in the event of a change in the outstanding shares of Common Stock, including a
recapitalization.
(2) Based upon (a) the actual price for 172,791 shares of the Company's Common
Stock subject to previously granted options (which are exercisable at an average
price of $6.90 per share) and (b) the estimated proposed maximum offering price
for the other 157,209 shares reserved for issuance under the Restated 1996 Stock
Incentive Plan, estimated solely for purposes of calculating the registration
fee, based upon the average of the high and low prices of the Common Stock on
March 19, 1997, as reported by The Nasdaq Stock Market ($11.6875 per share).
II-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Obie Media Corporation, an Oregon
corporation (the "Company"), with the Securities and Exchange Commission are
incorporated by reference in this registration statement:
(a) The Company's annual report on Form 10-KSB for the year ended
November 30, 1997; and
(b) The description of the Company's common stock, without par value
(the "Common Stock"), set forth in the Company's registration statement
on Form SB-2, as declared effective on November 21, 1996 (Registration
No. 333-5728-LA).
All documents filed by the Company subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Revised Statutes ("ORS"), the Company's Restated
Articles of Incorporation, as amended (the "Articles"), and the Company's
Restated Bylaws, as amended (the "Bylaws"), the Company has broad powers to
indemnify directors and officers against liabilities that they may incur in such
capacities.
Under ORS 60.387 to ORS 60.414, a person who is made a party to a
proceeding because such person is or was an officer or director of the
corporation shall be indemnified by the corporation (unless the corporation's
articles of incorporation provide otherwise) against reasonable expenses
incurred by such
II-2
<PAGE>
person in connection with the proceeding if such person is wholly successful on
the merits or otherwise or if ordered by a court of competent jurisdiction. In
addition, a corporation is permitted under such sections to indemnify such
persons against liability incurred in a proceeding if: (i) such person's conduct
was in good faith and in a manner he or she reasonably believed was in the
corporation's best interests, or, at least, not opposed to its best interests;
(ii) such person had no reasonable cause to believe his or her conduct was
unlawful if the proceeding was a criminal proceeding; (iii) such person was not
adjudged liable to the corporation if the proceeding was by or in the right of
the corporation (in which case indemnification is limited to such person's
reasonable expenses in connection with the proceeding); and (iv) such person was
not adjudged liable on the basis that he or she improperly received a personal
benefit.
The Company's Articles allow and the Company's Bylaws require the
indemnification of an officer or director made or threatened to be made party to
a proceeding because such person is or was an officer or director of the Company
or one of its subsidiaries against certain liabilities and expenses if: (i) the
officer or director acted in good faith; (ii) the officer or director reasonably
believed the actions were in or not opposed to the Company's best interest; and
(iii) in the case of a criminal proceeding, the officer or director had no
reasonable cause to believe that the conduct was unlawful. In the case of any
proceeding by or in the right of the Company, an officer or director is entitled
to indemnification to the fullest extent permitted by law if the officer or
director acted in good faith and in a manner the officer or director reasonably
believed was in or not opposed to the Company's best interest.
An officer or director is generally not entitled to indemnification:
(i) in connection with any proceeding charging improper personal benefit to the
officer or director in which the officer or director is adjudged liable on the
basis that personal benefit was improperly received; or (ii) in connection with
any proceeding initiated by such person against the Company, its directors,
officers, employees or other agents.
The Articles also provide that no director will be liable to the
Company or its shareholders for monetary damages for conduct as a director,
except that personal liability may exist for any: (i) breach of a director's
duty of loyalty to the Company or its shareholders; (ii) act or omission not in
good faith or that involves intentional misconduct or a knowing violation of the
law; (iii) unlawful distribution to shareholders; (iv) transaction from which
the director receives an improper personal benefit; and (v) profits made by the
director from the purchase and sale of the Company's securities within the
meaning of the Exchange Act or similar provision of any state statutory or
common law.
II-3
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed in the Index to Exhibits, which appears on page
II-8 herein, are filed as part of this registration statement.
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, as amended (the "Securities Act");
(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 paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-4
<PAGE>
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the above-referenced provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-5
<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 Eugene, Oregon, on February 20, 1998.
OBIE MEDIA CORPORATION
By /s/Brian B. Obie
----------------------------------
Brian B. Obie
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints Brian B. Obie and James
W. Callahan, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution for him or her in any and all capacities,
to sign any and all amendments or post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each such attorney and agent full power and authority to do any and all
acts and things necessary or advisable in connection with such matters, and
hereby ratifying and confirming all that each such attorney and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the date(s) indicated:
Principal Executive Officer: Date:
/s/ Brian B. Obie February 20, 1998.
- ---------------------------------- -------------------------
Brian B. Obie
Chairman of the Board, President,
Chief Executive Officer and Director
II-6
<PAGE>
Principal Financial Officer:
/s/ James W. Callahan February 20, 1998.
- ---------------------------------- -------------------------
James W. Callahan
Chief Financial Officer
and Treasurer
Directors:
/s/ Delores M. Mord February 20, 1998.
- ---------------------------------- -------------------------
Delores M. Mord
/s/ Randall C. Pape February 20, 1998.
- ---------------------------------- -------------------------
Randall C. Pape
/s/ Stephen A. Wendell February 20, 1998.
- ---------------------------------- -------------------------
Stephen A. Wendell
/s/ Richard C. Williams February 24, 1998.
- ---------------------------------- -------------------------
Richard C. Williams
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Page
- -------------- ------- ----
4.1 Restated Articles of Incorporation(1)
4.2 Amendment to Restated Articles of Incorporation(2)
4.3 Restated Bylaws(1)
4.4 Amendment to Restated Bylaws(2)
5.1 Opinion of Tonkon Torp LLP
23.1 Consent of Coopers & Lybrand LLP, Independent
Accountants
23.2 Consent of Arthur Andersen LLP, Independent
Accountants
23.3 Consent of Tonkon Torp LLP (included in Exhibit 5.1)
24.1 Power of Attorney (See Page II-6)
99.1 Restated 1996 Stock Incentive Plan(2)
99.2 Form of Nonqualified Stock Option Agreement
for use with Restated 1996 Stock Incentive
Plan(2)
99.3 Form of Incentive Stock Option Agreement for
use with Restated 1996 Stock Incentive Plan(2)
- ----------------
(1) Incorporated by reference from the Company's Registration Statement on Form
SB-2 (Registration No. 333-5728-LA) filed with the Securities and Exchange
Commission on October 3, 1996.
(2) Incorporated by reference from the Company's Amendment No. 1 to the
Registration Statement on Form SB-2 (Registration No. 333-5728-LA) filed with
the Securities and Exchange Commission on November 15, 1996
Other exhibits listed in Item 601 of Regulation S-B are not applicable.
II-8
EXHIBIT 5.1
TONKON TORP LLP
Attorneys at Law
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
Fax: (503) 274-8779
March 16, 1998
To the Board of Directors
of Obie Media Corporation
Ladies and Gentlemen:
We have acted as counsel for Obie Media Corporation (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 under the Securities Act of 1933, covering a proposed
330,000 shares of the Company's Common Stock, without par value (the "Shares"),
issuable pursuant to the Restated 1996 Stock Incentive Plan (the "Plan"). We
have reviewed the corporate action of the Company in connection with this matter
and have examined and relied upon such documents, corporate records and other
evidence as we have deemed necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have
been duly authorized and, when issued and sold pursuant to the Plan and
applicable Stock Option Agreements, the Shares will be legally issued, fully
paid and nonassessable. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Tonkon Torp LLP
II-9
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 registering 330,000 shares of Obie Media Corporation common stock of
our report dated January 22, 1997, except for Note 6, as to which the date is
February 12, 1997, on our audit of the consolidated financial statements of Obie
Media Corporation for the year ended November 30, 1996, which report is included
in the Annual Report on Form 10-KSB of Obie Media Corporation for the year ended
November 30, 1997.
/s/ Coopers & Lybrand L.L.P.
Portland, Oregon
March 16, 1998
II-10
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, registering 330,000 shares
of Obie Media Corporation common stock, of our report dated January 30, 1998
included in Obie Media Corporation's Form 10-KSB for the year ended November 30,
1997, and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Portland, Oregon
March 16, 1998
II-11
