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As filed with the Securities and Exchange Commission on April __, 2000
Registration No. 333-
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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
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SPIGADORO, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3920210
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
70 East 55th Street
24th Floor
New York, New York 10022
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(Address of Principal Executive (Zip Code)
Offices)
Spigadoro, Inc. 1999 Stock Option Plan
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(Full title of the plan)
Jacob Agam
70 East 55th Street
24th Floor
New York, New York 10022
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(Name and address of agent for service)
(212) 754-4271
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(Telephone number, including area code, of agent for service)
Copy to:
Robert G. Minion, Esq.
Steven M. Skolnick, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 2,500,000 $2.1875 $5,468,750 $1,444
per share
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers additional shares of common stock that may be
issuable pursuant to the anti-dilution provision of the 1999 Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) solely for purpose of calculating
the registration fee. The price shown is the average of the high and low price
of the common stock on April 25, 2000 as reported on The American Stock
Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The SEC allows us to "incorporate" into this Registration Statement
information we file with it in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this Registration Statement, and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below, except to the extent information in those documents
is different from the information contained in this Registration Statement, and
all future documents filed with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we terminate the offering of these
shares:
(a) (1) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed on March 30, 2000;
(2) Our Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1999 filed on April 27, 2000;
(b) Our Current Report of Form 8-K as filed on April 25, 2000;
(c) Our Registration Statement on Form 8-A declared effective on
January 13, 2000, registering the common stock under the
Exchange Act; and
(d) All documents filed by us pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of this offering,
except the Compensation Committee Report on Executive
Compensation and the performance graph included in the Proxy
Statement filed pursuant to Section 14 of the Exchange Act.
Item 6. Indemnification of Directors and Officers
Our Certificate of Incorporation, as amended, and By-Laws, as amended,
provide that we shall indemnify any person to the full extent permitted by the
Delaware General Corporation Law (the "DGCL"). Section 145 of the GCL, relating
to indemnification, is hereby incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or controlling persons of Spigadoro pursuant to our Certificate of
Incorporation and By-Laws and the DGCL, we have been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Our Certificate of Incorporation also limits, to the fullest extent
permitted by Delaware law, a director's liability for monetary damages for
breach of fiduciary duty, including
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gross negligence, except liability for (i) breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derives an improper personal benefit. Delaware law does not
eliminate a director's duty of care and this provision has no effect on the
availability of equitable remedies such as injunction or rescission based upon a
director's breach of the duty of care.
We have obtained and maintain a policy of insurance with a face amount
of $3,000,000 (subject to certain deductible provisions and exclusions) covering
our officers and directors and indemnifying them against loss on account of
claims made against them, including, but not limited to, damages, judgments,
costs and the costs of defense of such claims, arising from breach of duty,
neglect, error, negligent misrepresentations, omission or act, or any claim
arising solely by reason of status as an officer or director.
In addition, we entered into indemnification agreements with our
directors and officers to indemnify, and advance expenses, to the fullest extent
permitted by law. These agreements likewise do not eliminate a director's duty
of care nor effect the availability of equitable remedies based upon a
director's breach of the duty of care.
Item 8. Exhibits
5.1 Opinion of Lowenstein Sandler PC with respect to the legality of
the Common Stock to be registered hereunder
10.68 Spigadoro, Inc. 1999 Stock Option Plan (incorporated by
reference to our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Reconta Ernst & Young S.p.A.
23.3 Consent of Lowenstein Sandler PC (contained in Exhibit 5.1)
24 Power of Attorney (included on page 7)
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:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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; and
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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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 on Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
28th day of April, 2000.
SPIGADORO, INC.
/s/ Jacob Agam
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By: Jacob Agam
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Klaus
Grissemann and Jacob Agam or either of them, his true and lawful
attorney-in-fact and agent 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 (including post-effective amendments) to this Registration
Statement and any related Registration Statement filed under Rule 462(b), 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, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, 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 or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
/s/ Jacob Agam
- ---------------------- Chairman of the Board and Chief April 28, 2000
Jacob Agam Executive Officer (principal
executive officer)
/s/ Carlo Petrini
- ---------------------- Co-Chairman of the Board April 28, 2000
Carlo Petrini
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/s/ Klaus Grissemann
- ---------------------- Chief Financial Officer and April 28, 2000
Klaus Grissemann Director (principal financial and
accounting officer)
/s/ Lucio De Luca
- ---------------------- Chief Operating Officer and Director April 28, 2000
Lucio De Luca
/s/ Marc S. Goldfarb
- ---------------------- Director April 28, 2000
Marc S. Goldfarb
/s/ Robert Weiss
- ---------------------- Director April 28, 2000
Robert Weiss
/s/ Erich Weber
- ---------------------- Director April 28, 2000
Erich Weber
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INDEX TO EXHIBITS
Exhibit No. Description
5.1 Opinion of Lowenstein Sandler PC with respect to the legality of
the Common Stock to be registered hereunder.
10.68 Spigadoro, Inc. 1999 Stock Option Plan (incorporated by reference
to our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Reconta Ernst & Young S.p.A.
23.3 Consent of Lowenstein Sandler PC (contained in Exhibit 5.1)
24 Power of Attorney (included on page 7)
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Exhibit 5.1
April 28, 2000
Spigadoro, Inc.
70 East 55th Street
24th Floor
New York, NY 10022
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have served as special counsel in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") to be
filed by you with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), registering the offering and issuance to
certain persons under the Spigadoro, Inc. (the "Company") 1999 Stock Option Plan
(the "Plan") of an aggregate of 2,500,000 shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock").
We have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary and
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
the shares of Common Stock issuable under the Plan, when sold, paid for
and issued as contemplated by the terms of the Plan, will be duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm in the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
LOWENSTEIN SANDLER PC
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Spigadoro, Inc. (formerly IAT Multimedia, Inc.) on Form S-8 of our
report dated March 24, 2000, appearing in the Annual Report on Form 10-K of
Spigadoro, Inc. (formerly IAT Multimedia, Inc.) for the year ended December 31,
1999.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
April 28, 2000
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Spigadoro, Inc. on Form S-8 of our report dated October 14, 1999,
except for the convenience translation of the financial statements into U.S.
Dollars as to which the date is November 23, 1999, with respect to the financial
statements of Petrini S.p.A. (currently Spigadoro, Inc.) as of December 31, 1998
and 1997, and for each of the three years in the period ended December 31, 1998,
which report is included in the Form 8-K of Spigadoro, Inc. filed with the
Commission on January 12, 2000. We also consent to the reference to our Firm
under the caption "Experts."
RECONTA ERNST & YOUNG, S.p.A.
Perugia, Italy
April 28, 2000
