As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. 33-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AMERICAN CHAMPION ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3261987
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
26203 Production Avenue, Suite 5
Hayward, California 94545
(Address of principal executive offices) (Zip Code)
(510) 782-8168
------------------
1997 STOCK PLAN
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
------------------
Anthony K. Chan
Chief Executive Officer
and
Chief Financial Officer
26203 Production Avenue, Suite 5
Hayward, California 94545
(Name and address of agent for service)
(510) 782-8168
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
---------- ------------- ------------ -------- -------------
Common Stock 400,000 $7.125 $2,850,000 $840.75
$0.001 par value shares
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Plan and/or 1997
Non-Employee Directors Stock Option Plan, by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the outstanding shares of Common Stock of American Champion
Entertainment, Inc.
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(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling prices per share of Common Stock of American Champion
Entertainment, Inc. on December 23, 1997, as reported on the Nasdaq
SmallCap Market.
Exhibit Index on Page 10
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PART II
Information Required in the Registration Statement
Item No. 3. INCORPORATION OF DOCUMENTS BY REFERENCE
American Champion Entertainment, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities Exchange Commission ("SEC"):
(a) The Registrant's Registration Statement on Form SB-2, as filed
with the SEC on July 23, 1997;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 1997;
(c) The Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1997;
(d) The description of the Company's Common Stock included in its
Registration Statement on Form 8-A filed with the SEC on July
14, 1997, as amended; and
(e) Any and all other reports filed under Section 13(a) or 15(d)
of the Exchange Act since the end of the most recent fiscal
year.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item No. 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item No. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
II-1
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Item No. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation Law,
the Certificate of Incorporation and Bylaws of the Registrant provide that: (i)
the Registrant is required to indemnify its directors, officers, employees and
agents and persons serving in such capacities in other business enterprises
(including, for example, subsidiaries of the Registrant) at the Registrant's
request, to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, if such
person acted in good faith and in a reasonable manner reasonably believed to be
in or not opposed to the best interests of the Registrant; (ii) the Registrant
is required to pay the expenses incurred by such directors, officers, employees
and agents in connection with investigating, defending, settling and appealing a
proceeding at reasonable intervals in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
Registrant; (iii) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with such
directors, officers, employees and agents; and (iv) the Registrant may maintain
director and officer liability insurance to the extent reasonably available. The
Registrant has also entered into agreements with its directors and certain of
its officers indemnifying them to the fullest extent permitted by the foregoing.
These indemnification provisions, and the Indemnification Agreements entered
into between the Registrant and its directors and certain of its officers, may
be sufficiently broad to permit indemnification of the Registrants' officers and
directors for liabilities arising under the Securities Act of 1933, as amended.
The Company has purchased and has currently in force a directors' and officers'
liability insurance policy in the face amount of $1,000,000, which covers
certain liabilities of directors and officers arising out of claims based on
certain acts and omissions by them in their capacity as directors and officers.
Item No. 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item No. 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference from Exhibit 3.1 of the
Company's Registration Statement on Form SB-2, as amended
(333-18967)).
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4.2 Bylaws of the Registrant (incorporated by
reference from Exhibit 3.2 of the Company's
Registration Statement on Form SB-2, as amended
(333-18967)).
4.3 1997 Stock Plan (incorporated by reference from
Exhibit 10.1 of the Company's Registration Statement
on Form SB-2 (333-18967)).
4.3.1 First Amendment to 1997 Stock Plan
4.4 Form of 1997 Stock Plan Stock Option Agreement
(incorporated by reference from Exhibit 10.2 of
the Company's Registration Statement on Form SB-2
(333-18967)).
4.5 1997 Non-Employee Directors Stock Option Plan
(incorporated by reference from Exhibit 10.3 of
the Company's Registration Statement on Form SB-2
(333-18967)).
4.6 Form of 1997 Non-Employer Directors Stock Option Agreement
(incorporated by reference from Exhibit 10.4 of the Company's
Registration Statement on
Form SB-2 (333-18967)).
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.
23.1 Consent of Moore Stephens, P.C. - Independent
Auditors.
23.2 Consent of Sheppard, Mullin, Richter & Hampton LLP is
contained in Exhibit 5.1.
24.1 Power of Attorney (included in the Signature
Page).
Item No. 9. UNDERTAKINGS
(1) The Registrant hereby undertakes:
(a) 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;
(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)
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which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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 (1)(a)(i) and (1)(a)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) 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.
(c) 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.
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(2) 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.
(3) 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
Securities Act of 1933 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 of 1933 and
will be governed by the final adjudication of such issue.
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 City of Hayward, State of California, on this
23rd day of December, 1997.
AMERICAN CHAMPION ENTERTAINMENT, INC.
By: /s/ Anthony K. Chan
-----------------------------------
Anthony K. Chan
Chief Executive Officer
and Chief Financial Officer
II-5
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of American Champion
Entertainment, Inc., a Delaware corporation, do hereby constitute and appoint
Anthony K. Chan the lawful attorney in-fact and agent with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorney and agent, shall do or cause to be done by virtue thereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ George Chung Chairman of the Board December 15, 1997
- ---------------- and Director
George Chung
/s/Anthony K. Chan Chief Executive Officer, December 15, 1997
- ----------------- Chief Financial Officer,
Anthony K. Chan Secretary and Director
(principal executive
officer and principal
financial officer)
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/s/ Don Berryessa Vice President, Assistant December 15, 1997
- ----------------- Secretary and Director
Don Berryessa
/s/ Mae Lyn Woo Controller (principal December 15, 1997
- --------------- accounting officer)
Mae Lyn Woo
/s/ Jan Hutchins Director December 15, 1997
- ----------------
Jan Hutchins
/s/ William Duffy Director December 15, 1997
- -----------------
William Duffy
/s/ Alan Elks Director December 15, 1997
- ----------------
Alan Elks
/s/ Ronnie Lott Director December 15, 1997
- ----------------
Ronnie Lott
II-7
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EXHIBIT INDEX
Exhibit
Number Exhibit Page
- --------------------------------------------------------------------------------
4.1 Amended and Restated Certificate of
Incorporation of the Registrant (incorporated
by reference from Exhibit 3.1 of the Company's
Registration Statement on Form SB-2, as
amended (333-18967)).
4.2 Bylaws of the Registrant (incorporated by
reference from Exhibit 3.2 of the Company's
Registration Statement on Form SB-2 (333-18967)).
4.3 1997 Stock Plan (incorporated by reference from
Exhibit 10.1 of the Company's Registration
Statement on Form SB-2 (333-18967)).
4.3.1 First Amendment to 1997 Stock Plan 11
4.4 Form of Employee Stock Purchase Plan Stock
Purchase Agreement (incorporated by reference
from Exhibit 10.2 of the Company's Registration
Statement on Form SB-2 (333-18967)).
4.5 1997 Non-employee Directors Stock Option Plan
(incorporated by reference from Exhibit 10.3
of the Company's Registration Statement on
Form SB-2 (333-18967)).
4.6 Form of 1997 Non-Employee Directors Stock
Option Agreement (incorporated by reference from
Exhibit 10.4 of the Company's Registration
Statement on Form SB-2 (333-18967)).
5.1 Opinion of Sheppard, Mullin, Richter &
Hampton LLP. 12
23.1 Consent of Moore Stephens, P.C. - Independent
Auditors. 14
23.2 Consent of Sheppard, Mullin, Richter & Hampton
is contained in Exhibit 5.1
24.1 Power of Attorney (included in the Signature
Page).
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EXHIBIT 4.3.1
FIRST AMENDMENT TO
THE 1997 STOCK PLAN OF
AMERICAN CHAMPION ENTERTAINMENT, INC.
Effective as of December 15, 1997, American Champion Entertainment,
Inc.'s (the "Company") 1997 Stock Plan is amended by deleting paragraph 11,
which states:
"11. Change of Control. Upon the occurrence of an event constituting
a Change of Control, the following transactions, in the sole
discretion of the Committee, may be triggered: (i) all Options and
Stock Appreciation Rights shall become immediately exercisable in
full for the remainder of their term; and (ii) restrictions on
alienation or hypothecation of Stock granted pursuant to a
Restricted Stock Award shall lapse and in such case the Participant
shall be issued Stock certificates free of any such restrictions."
Such provision is replaced with:
"11. INTENTIONALLY OMITTED."
Except as expressly provided for in this Amendment, the Company's
1997 Stock Plan remains in full force and effect.
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EXHIBIT 5.1
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
Attorneys At Law
Forty-Eighth Floor
333 South Hope Street
Los Angeles, California 90071-1448
Telephone (213) 620-1780
---
Facsimile (213) 620-1398
December 23, 1997
American Champion Entertainment, Inc.
26203 Production Ave., Suite 5
Hayward, CA 94545
Ladies and Gentlemen:
We have acted as counsel to American Champion Entertainment, Inc. (the
"Company"). This opinion is rendered in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the offer of up to 400,000
shares of Common Stock of the Company, to be issued pursuant to the Company's
Employee 1997 Stock Plan (the "Plan") and 1997 Non-Employee Director Stock
Option Plan ("Non-Employee Plan" and collectively, the "Plans").
In the preparation of this opinion, we have examined originals or copies
of such documents as we have deemed necessary or advisable in order to render
the opinion set forth below. In rendering the opinion set forth below, we have
assumed:
a. The genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies, and the authenticity of all such originals.
b. The due authorization, execution and delivery of the Registration
Statement and the documents and instruments referred to therein by and on behalf
of all parties thereto.
c. The issuance of Common Stock in accordance with the terms of the Plans
and agreements thereunder.
On the basis of the foregoing and subject to the qualifications and
limitations set forth below, it is our opinion that the Common Stock covered by
the Registration Statement to be issued by the Company, when issued and paid for
in accordance with the Plans, will be legally issued, fully paid and
nonassessable.
Page 1 of Exh. 5.1
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This opinion speaks only as of the date hereof and is based solely upon
the existing laws of the United States and the State of California, and the
General Corporation Law of the State of Delaware, and we express no opinion, and
none should be inferred, as to any other laws.
This opinion may not be relied upon by any other person or for any other
purpose, nor may it be quoted from or referred to, or copies delivered to any
other person, without our prior written consent. We hereby consent to the
inclusion of this opinion as an exhibit in the Registration Statement.
Respectfully submitted,
/s/Sheppard, Mullin, Richter & Hampton LLP
Page 2 of Exh. 5.1
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EXHIBIT 23.1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of American Champion Entertainment, Inc. on Form S-8 of our report
dated February 5, 1997, on our audit of the balance sheet of American Champion
Entertainment, Inc. and of our report dated January 31, 1997 of our audits of
the financial statements of America's Best Karate.
/s/ Moore Stephens, P.C.
MOORE STEPHENS, P.C.
Certified Public Accountants
Cranford, New Jersey
December 23, 1997
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