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As filed with the Securities and Exchange Commission on January 12, 2001
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CRAIG CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 95-1620188
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
550 South Hope Street, Suite 1825
Los Angeles, CA 90071
(213) 239-0555
(Address of principal executive offices) (Zip code)
Craig Corporation 1999 Stock Option Plan
(Full title of the plan)
Mr. Andrzej Matyczynski
Chief Financial Officer
Craig Corporation
550 South Hope Street, Suite 1825
Los Angeles, CA 90071
(213) 239-0555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Michael H. Margulis, Esq.
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
(212) 692-1000
_________________________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [x]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
========================================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate offering registration
registered per share (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.25 per
share 350,000 shares $2.8750 $1,006,250 $252
Class A Common
Preference
Stock, par value
$.01 per share 700,000 shares $2.5625 $1,793,750 $448
--------------------------------------------------------------------------------------------------------
Total 1,050,000 shares $2,800,000 $700
========================================================================================================
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based on the average of the
high and low prices of the Registrant's Common Stock and Class A Common
Preference Stock as reported on the New York Stock Exchange on January 8,
2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
------ ---------------------------------------
The following documents filed with the Securities and Exchange Commission
by Craig Corporation, a Nevada corporation (the "Company"), are incorporated
herein by reference:
(1) the Company's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1999;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000, and September 30,
2000;
(3) the Company's Current Reports on Form 8-K dated January 20, 2000,
and January 12, 2001; and
(4) the description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K dated January 12, 2001.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered 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 such
documents.
Item 4. Description of Securities.
------ -------------------------
Not applicable
Item 5. Interest of Named Experts and Counsel.
------ -------------------------------------
Not applicable
Item 6. Indemnification of Directors and Officers.
------ -----------------------------------------
Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide for the
indemnification of the Company's officers, directors, employees and agents
against legal expenses and liabilities. These provisions are not exclusive and
permit the indemnification of such persons as may also be provided in a
corporation's articles of incorporation, bylaws, agreement, vote of the
stockholders or disinterested directors or otherwise. Article VII of the
Company's bylaws provides for the indemnification of the Company's officers,
directors, employees and agents to the extent and under the circumstances
permitted by Sections 78.7502 and 78.751 of the Nevada Revised Statutes.
Additionally, the Company maintains directors and officers liability insurance
on behalf of the Company's officers and directors insuring them against
liability that could be incurred in such capacities or arising out of such
status.
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Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not applicable.
Item 8. Exhibits.
------ --------
5 Opinion of Kummer Kaempfer Bonner & Renshaw
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Kummer Kaempfer Bonner & Renshaw (included in Exhibit 5)
24 Powers of Attorney (included on signature pages).
99 Craig Corporation 1999 Stock Option Plan (incorporated by reference
to Appendix A to the Company's Proxy Statement dated
August 30, 2000).
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, 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 the 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.
(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 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
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is 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, California, on January 12, 2001.
CRAIG CORPORATION
By: /s/ Andrzej Matyczynski
--------------------------
Andrzej Matyczynski
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints James J. Cotter, S. Craig Tompkins and Andrzej
Matyczynski, and each of them, his/her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to act, without the
other, 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 the
Registration Statement on Form S-8 of Craig Corporation relating to the offering
of shares of its Common Stock and Class A Common Preference Stock, 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 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 full 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
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
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<CAPTION>
Signatures Title Date
---------- ------ ----
<S> <C> <C>
/s/ James J. Cotter Chairman of the Board, Chief January 12, 2001
------------------------- Executive Officer, and Director
James J. Cotter
/s/ S. Craig Tompkins Vice Chairman and Director January 12, 2001
-------------------------
S. Craig Tompkins
/s/ Margaret Cotter Director January 12, 2001
-------------------------
Margaret Cotter
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<TABLE>
<S> <C> <C>
/s/ William D Gould Director January 12, 2001
-------------------------
William D. Gould
/s/ Gerard P. Laheney Director January 12, 2001
-------------------------
Gerard P. Laheney
/s/ Robert M. Loeffler Director January 12, 2001
-------------------------
Robert M. Loeffler
/s/ Andrzej Matyczynski Chief Financial Officer
------------------------- (Principal Financial and
Andrzej Matyczynski Accounting Officer) January 12, 2001
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