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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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TEAM COMMUNICATIONS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization)
95-5419215
(I.R.S. Employer Identification No.)
12300 Wilshire Boulevard, Suite 400
Los Angeles, California 90025
(Address of Principal Executive Offices) (Zip Code)
TEAM COMMUNICATIONS GROUP, INC.
1999 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN
(Full Title of the Plan)
Drew S. Levin, Chairman of the Board and Chief Executive Officer
TEAM COMMUNICATIONS GROUP, INC.
12300 Wilshire Boulevard, Suite 400
Los Angeles, California 90025
(Name and Address of Agent for Service)
(310) 442-3500
(Telephone Number, Including Area Code, of Agent for Service)
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Copies To:
Bruce P. Vann, Esq.
Kelly Lytton Mintz & Vann LLP
1900 Avenue of The Stars, Suite 1450
Los Angeles, California 90067
(310) 277-5333
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AMOUNT OF
REGISTERED REGISTERED PER SHARE REGISTRATION FEE(1)
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<S> <C> <C> <C>
Common Stock 1,100,000 $5.91 $1807.28
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, and based upon the average
of the high and low prices of the Common Stock on the NASDAQ SmallCap Market on
October 14, 1999.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by referenced into this
Registration Statement.
(a) Registrant's Registration Statement on Form SB-2, as amended,
File No. 333-83217; and
(b) Pages 37-41 from Registrant's Amendment No. 1 to Registration
Statement on Form SB-2, File No. 333-83217, containing the
discussion set forth under the caption "Description of
Securities."
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment to this Registration Statement 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 in this Registration Statement and to be 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.
The validity of the Common Stock offered hereby will be passed upon for
the Registrant by the law firm of Kelly Lytton Mintz & Vann LLP. Bruce P. Vann,
Esq., a partner at Kelly Lytton Mintz & Vann LLP owns 4,273 shares of Common
Stock and an option to purchase 10,000 shares of Common Stock at $1.00 per
share.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are presently entitled to
indemnification as expressly authorized under Section 317 of the California
General Corporation Law ("Section 317") and the Bylaws of the Registrant (which
generally authorize the Registrant to indemnify its agents where such
indemnification is authorized by Section 317) . Section 317 provides a detailed
statutory framework covering indemnification of any agent of a corporation who
is threatened to be made a party to any legal proceeding by reason of his or her
actions on behalf of the corporation.
Article IV of the Registrant's Amended and Restated Articles of
Incorporation state that the liability of the directors for monetary damages
shall be eliminated to the fullest extent permissible under California law.
Article V of the Registrant's Amended and Restated Articles of Incorporation
provides that the Registrant is authorized to indemnify the directors and
officers to the fullest extent permissible under California law.
The Registrant has entered into indemnification agreements with each of
the directors that attempt to provide the maximum indemnification allowed under
the California law. The indemnification agreements make mandatory
indemnification which is permitted by California law in situations in which the
indemnitee would otherwise be entitled to indemnification only if the Board of
Directors, the shareholders, independent legal counsel retained by the
Registrant or a court in which an action was or is pending made a discretionary
determination in a specific case to award such indemnification. However, in part
because the California law was only recently enacted, the extent to which the
indemnification permitted by the California law may be expanded by
indemnification agreements is unsettled and has yet to be the subject of any
judicial interpretation.
The Registrant carries directors' and officers' liability insurance
covering its directors and officers against liability asserted against or
incurred by the person arising out of his or her capacity as an officer or
director, including any liability for violations of the Securities Act of 1933
or the Securities Exchange Act of 1934, subject to some exclusions and coverage
limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Team Communications Group, Inc., 1999 Stock Option, Deferred Stock
and Restricted Stock Plan. (1)
5.1 Opinion of Kelly Lytton Mintz & Vann LLP regarding validity of
securities.
23.1 Consent of Kelly Lytton Mintz & Vann LLP (included in Exhibit
5.1).
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23.2 Consent of Stonefield Josephson, Inc.
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
(1) Incorporated by reference to the Registrant's Definitive Proxy
Statement on Form 14A dated May 28, 1999.
ITEM 9. UNDERTAKINGS.
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 and to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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.
(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.
(4) 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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.
(5) 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,
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 the 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, Registrant will, unless in the opinion of the
counsel the matter has been settled by controlling precedent, submit to the
appropriate jurisdiction the question of 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.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 19th day
of October 1999.
Team Communications Group, Inc.
By: /s/ DREW S. LEVIN
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Name: Drew S. Levin
Title: Chairman of the Board and
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Drew
S. Levin and Jonathan D. Shapiro, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and 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 to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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SIGNATURE CAPACITY DATE
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/s/ DREW LEVIN Chairman of the Board, October 19, 1999
- --------------------------------- Chief Executive Officer
DREW LEVIN and Director
/s/ JONATHAN D. SHAPIRO President and Director October 19, 1999
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JONATHAN D. SHAPIRO
/s/ TIMOTHY A. HILL Senior Vice President, October 19, 1999
- --------------------------------- Chief Financial Officer
TIMOTHY A. HILL and Secretary
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/s/ STUART GRUCA Controller October 19,1999
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STUART GRUCA
Director October ,1999
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MICHAEL JAY SOLOMON
/s/ W. RUSSELL BARRY Director October 19, 1999
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W. RUSSELL BARRY
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT DESCRIPTION
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4.1 Team Communications Group, Inc., 1999 Stock Option, Deferred
Stock and Restricted Stock Plan. (1)
5.1 Opinion of Kelly Lytton Mintz & Vann LLP regarding validity of
securities.
23.1 Consent of Kelly Lytton Mintz & Vann LLP (included in Exhibit
5.1).
23.2 Consent of Stonefield Josephson, Inc.
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
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(1) Incorporated by reference to the Registrant's Definitive Proxy
Statement on Form 14A dated May 28, 1999.
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Exhibit 5.1
[LETTERHEAD OF KELLY LYTTON MINTZ & VANN LLP]
October 19, 1999
Team Communication Group, Inc.
12300 Wilshire Blvd., Suite 400
Los Angeles, CA 90025
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to which this letter is attached as Exhibit
5.1 filed by Team Communications Group, Inc., a California corporation (the
"Company"), in order to register under the Securities Act of 1933, as amended
(the "Act"), 1,100,000 shares of Common Stock, no par value per share (the
"Shares"), of the Company issuable pursuant to the Company's 1999 Stock Option,
Deferred Stock and Restricted Stock Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the Shares
will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Respectfully submitted,
/s/ KELLY LYTTON MINTZ & VANN LLP
KELLY LYTTON MINTZ & VANN LLP
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Exhibit 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement on Form S-8 dated October 19, 1999 pertaining to the 1999 Stock
Option, Deferred Stock and Restricted Stock Plan of Team Communications Group,
Inc., of our report dated April 15, 1999 with respect to the consolidated
financial statements of Team Communications Group, Inc., included in its
Registration Statement on Form SB-2 dated August 26, 1999, filed with the
Securities and Exchange Commission.
/s/ STONEFIELD JOSEPHSON, INC.
STONEFIELD JOSEPHSON, INC.
October 19, 1999
Los Angeles, California
