OBIE MEDIA CORP
S-8, 1998-03-23
ADVERTISING
Previous: BA MERCHANT SERVICES INC, DEF 14A, 1998-03-23
Next: MERRILL LYNCH INDEX FUNDS INC, N-30D/A, 1998-03-23


                       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


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission