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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALL-COMM MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0085608
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
400 Corporate Pointe, Suite 780
Culver City, CA 90230
(310) 342-2800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Mr. Barry Peters
All-Comm Media Corporation
400 Corporate Pointe, Suite 780, Culver City, CA 90230
(310) 342-2800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Please send copies of communications to:
Alan I. Annex, Esq.
Camhy Karlinsky & Stein, L.L.P.
1740 Broadway, 16th Floor, New York, NY 10019-4315
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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, other than securities offered only in connection with
dividend or interest reinvestment plans, check to the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed maximum Proposed maximum Amount of
Securities Amount to offering price aggregate offering Registration
to be Registered be Registered per unit (1) price (1) Fee
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Common Stock, $.01 par value 9,312,117 $3.52 $32,812,441 $11,314.63
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, under the Securities Act of 1933, as amended.
Common and Convertible Preferred shares and Notes offered are valued
at the July 17, 1996 market price, and Warrants offered are valued at
their exercise price.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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ALL-COMM MEDIA CORPORATION
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
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REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION OR LOCATION
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1. Forepart of the Registration Statement and Outside Front Outside Front Cover Page of Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front and Outside Back Cover Pages of
Prospectus; Available Information
3. Summary Information, Risk Factors and Ratio of Earnings to Prospectus Summary; Risk Factors
Fixed Charges
4. Use of Proceeds Outside Front Cover Page of Prospectus, Prospectus
Summary; Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page of Prospectus; Prospectus
Summary
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Outside Front Cover Page of Prospectus; Prospectus
Summary
9. Description of Securities to be Registered Prospectus Summary; Description of Securities
10. Interests of Named Experts and Counsel Not applicable
11. Material Changes Prospectus Summary; The Company; Risk Factors;
Business; Lines of Business
12. Incorporation of Certain Information by Reference Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on Indemnification for Not Applicable
Securities Act Liabilities
</TABLE>
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
Subject to Completion, dated July 24, 1996
PROSPECTUS
ALL-COMM MEDIA CORPORATION
9,312,117 SHARES OF COMMON STOCK
_________________
This Prospectus relates to the 9,312,117 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock") of All- Comm Media
Corporation, a Nevada Corporation ("All-Comm" or the "Company"), which may be
offered for sale, from time to time, by or for the account of the Stockholders
named herein (the "Selling Stockholders"). See "SELLING STOCKHOLDERS". The
common stock is traded in the over-the-counter market and is quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") under the symbol "ALCM".
All-Comm has been advised that the Selling Stockholders expect to
offer the Shares on the NASDAQ over-the-counter market, or through negotiated
transactions or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at fixed prices, or at prices
otherwise negotiated. See "PLAN OF DISTRIBUTION". All-Comm will not receive
any proceeds from the sale of the Shares. The Selling Stockholders will bear
all commissions, discounts and other compensation paid to brokers or dealers in
connection with the sale of the Shares. See "SELLING STOCKHOLDERS".
The Shares have not been registered for sale under the securities laws
of any state or jurisdiction as of the date of this Prospectus. Brokers or
dealers effecting transactions in the Shares should confirm the registration
thereof under the securities laws of the state in which such transactions
occur, or the existence of an exemption from registration.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS", BEGINNING ON PAGE 7 HEREOF, FOR CERTAIN INFORMATION THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THIS COMMON STOCK.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ______________.
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THE SECURITIES DESCRIBED IN THIS PROSPECTUS HAVE NOT BEEN REGISTERED
UNDER ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH STATE
SECURITIES LAWS OR UNLESS EXEMPT THEREFROM.
AVAILABLE INFORMATION
This Prospectus is part of a Registration Statement on Form S-3 which
has been filed with the Securities and Exchange Commission (the "SEC"). This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the SEC. For further information
pertaining to the securities offered hereby and to the Company, reference is
made to the Registration Statement, including the exhibits filed as a part
thereof and the documents incorporated by reference therein. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
accordingly files reports, proxy statements and other information with the SEC.
Such reports, proxy statements and other information filed with the SEC are
available for inspection and copying at the public reference facilities
maintained by the SEC at Room 1025, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at certain regional offices of the SEC, located at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, IL
60621 and 7 World Trade Center, New York, NY 10048. Copies of such material
can be obtained from the Public Reference Section of the SEC, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon written or oral request of any such person, a copy of any or
all of the documents incorporated by reference herein, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE".
Such requests should be addressed to the Company at its principal executive
offices, All-Comm Media Corporation, 400 Corporate Pointe, Suite 780, Culver
City, CA 90230, (310) 342-2800.
Any statements contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein, or in any other subsequently filed document which
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified shall not be deemed a part of
this Prospectus, except as so modified, and any statement so superseded shall
not be deemed to constitute a part of this Prospectus.
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PROSPECTUS SUMMARY
The following contains a brief summary of certain information contained
elsewhere in this Prospectus or incorporated by reference herein. The summary
is necessarily selective and thus incomplete and is qualified in its entirety by
reference to the more detailed information included elsewhere in this Prospectus
or incorporated by reference herein. Certain capitalized terms used in the
Prospectus Summary are defined elsewhere in this Prospectus.
THE COMPANY
All-Comm Media Corporation ("All-Comm" or "the Company") provides
integrated direct marketing, information and media services for the arts,
educational and other tax-exempt organizations, through its sole operating
subsidiary, Stephen Dunn & Associates ("SD&A"). The business of All-Comm,
previously known as Sports-Tech, Inc., arises out of the merger (the "Merger")
between Alliance Media Corporation ("Alliance") and a wholly owned subsidiary of
the Company, and the concurrent acquisition of SD&A. On April 25, 1995, the
former management and directors of the Company resigned in connection with the
Merger with Alliance and the plan to build a specialized direct marketing,
information and media services company with a focus on providing integrated
marketing services through a single source organization.
The Company's strategy is to become an integrated direct marketing,
information and media services company. Direct marketing has become an
increasingly important advertising medium and an integral component of marketing
programs that combine multiple forms of communication, such as direct mail,
telemarketing, print, television, radio, electronic media, information kiosks,
CD-ROM and Internet World-Wide Web sites. Initially, the Company intends to
expand through the acquisition of companies in the direct marketing, information
and media services industry which can provide core capabilities for the direct
marketing process. However, as of the date hereof, such acquisitions have not
been negotiated and there can be no assurance that any such transactions will be
consummated. The Company believes that technological innovation will continue to
increase the effectiveness of direct marketing. As such, potential acquisitions
may include providers of information-based products and direct marketing
services companies that would enable the Company to deliver effective marketing
programs through electronic, telephonic and print mediums. A key element of the
Company's growth strategy is to target companies with a demonstrated record of
earnings and/or market penetration in these areas. Also of particular interest
are businesses which potentially increase market entry, access new channels of
distribution and are capable of providing additional direct marketing and
information management services that may be used to create customer lists with
specific, identifiable attributes and to facilitate the production and execution
of specialized marketing programs that statistically track and analyze market
responses.
The Company was originally incorporated in Nevada in 1919 under the name
Bristol Silver Mines Company and was engaged in the mining business until 1971.
The Company conducted minimal activity between 1971 and 1979, when it sold
substantially all of its assets. From 1979 until 1981, the Company did not
conduct any business. In 1981, it became a holding company and changed its name
to Bristol Gaming Corporation (subsequently changed to Bristol Holdings, Inc.)
and made investments in gaming industry securities. In conjunction with this
activity, the Company acquired undeveloped land in Nevada which was intended,
and subsequently became zoned, for the development of a gaming casino. Prior
to, and as a condition of the Merger with Alliance, the Company was required to
divest its securities investments in the gaming industry, which have since been
liquidated. The Company still owns the undeveloped parcel of land in Laughlin,
Nevada through its wholly-owned subsidiary, All-Comm Holdings, Inc. (formerly
Bullhead Casino Corporation).
During 1991, under the prior management, the Company acquired a 100%
interest in Sports-Tech International, Inc. ("STI") and changed its name to
Sports-Tech, Inc. In June 1993, the Company acquired the business of High
School Gridiron Report ("HSGR"). In November, 1994 the Company discontinued
these operations through the sale of STI and cessation of the HSGR operation.
STI and HSGR supplied information technology and services, as well as academic,
athletic and video data, to high school, professional and college coaches and
student athletes.
The Company's principal executive offices are located at 400 Corporate
Pointe, Suite 780, Culver City, CA 90230. Its telephone number is (310)
342-2800.
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THE OFFERING
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Common Stock
Offered . . . . . . 9,312,117 shares of Common Stock, par value $.01 per share, representing 563,595 shares owned by
the Selling Stockholders and 8,748,522 shares issuable upon conversion of preferred shares and
notes and exercise of warrants and options owned by the Selling Stockholders, of which 6,266,666
are contingent upon shareholder approval of an increase in authorized shares. See "SELLING
STOCKHOLDERS".
Common Stock
Outstanding . . . . . 3,186,734 shares of Common Stock (1)
Dividends . . . . . . The Company presently intends to retain future earnings to support the growth of its business and,
therefore, does not anticipate paying cash dividends on its Common Stock in the foreseeable future.
Voting . . . . . . Each share of Common Stock is entitled to one vote at all meetings of stockholders. The Common
Stock does not have cumulative voting rights. The approval of certain Business Combinations and
Reclassifications (as defined herein) and other related matters require the approval of a
supermajority of the outstanding shares of the Common Stock. See "DESCRIPTION OF COMMON STOCK".
Listing . . . . . . The Company's Common Stock is quoted and traded in the over-the-counter market on NASDAQ under the
symbol "ALCM".
</TABLE>
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH THE OFFERING.
(1) Does not include: (i) 6,200 shares of Series B Preferred Stock which are
convertible into 2,480,000 shares of common stock; (ii) convertible
notes which are convertible into 166,666 shares of common stock
exercisable subject to shareholder approval of additional authorized
shares; (iii) 568,915 shares of common stock which are currently
issuable upon exercise of outstanding options and warrants; (iv) 211,000
shares issuable on exercise of outstanding options and warrants subject
to shareholder approval of additional authorized shares; (v) warrants
issued to preferred shareholders for 3,100,000 shares of common stock
exercisable subject to shareholder approval of additional authorized
shares; and (vi) warrants issued to convertible note holders for
3,000,000 shares of common stock exercisable subject to shareholder
approval of additional authorized shares.
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RISK FACTORS
Limited Business History; Lack of Profitable Operations
In February, 1995, the Company sold its principal operating business,
Sports-Tech International, Inc. and, on April 25, 1995, completed the Merger
with Alliance and the acquisition of SD&A. SD&A provides telemarketing and
telefundraising services to clients in the tax exempt sector. From acquisition
date through June 30, 1995, consolidated losses incurred totaled approximately
$580,000. For the nine months ended March 31, 1996, the Company incurred
losses of approximately $1,328,000, and used net cash for operating activities
of approximately $118,000.
Competition
Many of the Company's services, and service capabilities that the Company may
acquire, are sold in highly competitive markets in the United States, including
the markets for planning and developing direct marketing strategies and the
implementation of various direct marketing programs that include gathering
information and tracking and analysis of direct marketing campaigns. In
addition, many formats, including television, radio and newspapers, compete for
the advertising dollars of the Company's clients. The Company competes with a
number of entities, or divisions of entities, which are larger in scope of
capabilities and assets and have greater resources than the Company. Some of
these entities have growth strategies that involve the acquisition of companies
which the Company may have identified as acquisition candidates. The Company
also experiences competition in its search for businesses to acquire.
Dependence upon Key Personnel
The Company's decentralized management philosophy delegates day-to-day
operating decisions to the subsidiary managers which makes the Company highly
dependent upon the effectiveness of a small group of people at the subsidiary
level and a small group of people at the corporate level. The loss of any key
person could have a significant bearing upon the Company's profitability, its
ability to consummate future acquisitions and its ability to finance, manage or
develop marketing programs. Operational success is contingent upon the ability
to retain and expand the staff of qualified personnel on a timely basis. There
can be no assurance that adequate replacements could be found if the Company
were to lose the services of any employees. The Company is also dependent upon
the specialized skills of certain other personnel and may need to hire
additional skilled personnel if it experiences growth in its business.
Competition for such personnel is intense and the inability to attract or
maintain qualified employees could materially and adversely affect the
Company's business, operating results and financial condition.
Rapid Technological Change
The market for the Company's services and products is characterized by
rapidly changing technology and frequent new and enhanced service and product
introduction. The Company believes that its future success will be highly
dependent upon its ability to enhance existing products and services and to
develop and introduce new products and services to respond to changing client
needs. There can be no assurance that the Company can successfully identify,
develop and bring new and enhanced services and products to market in a timely
manner, that such services or products will be commercially successful or that
services, products or technologies developed by others will not render the
Company's services and products noncompetitive or obsolete.
Cyclicality of Advertising/Direct Marketing Industry
The advertising/direct marketing services industry is dependent upon
advertising and marketing expenditures by its client. Such expenditures are
dependent upon the level of economic activity, in general, and the specific
industry of the client in respect of cyclical effects that may bear upon that
industry. Various segments of the direct
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marketing industry, such as business to business activity, or business to
consumer, may be affected by business cycle conditions. Insofar as advertising
and marketing budgets are related to availability of funds or general economic
conditions, product manufacturers or service providers may choose to reduce
expenditures for direct marketing services.
Risk of Significant Clients/Lack of Long Term Contracts
SD&A has an extensive client list of leading arts and cultural
institutions which has contributed to customer retention over the years.
Although no individual client accounts for more than ten percent of revenues,
and telemarketing or telefundraising programs tend to be repetitive, its
contracts with clients are limited to a project by project basis. However, no
assurance can be made that past practices will prevail in the future.
Moreover, replacing long-standing client relationships with comparable
institutions requires significant lead times, sometimes greater than one year.
Variability of Quarterly Operating Results
The Company's revenues and operating results are subject to
significant variation between quarters. A significant portion of the Company's
quarterly revenues is derived from new projects for direct marketing services
and new contracts for outsourcing services, the timing of which is subject to a
variety of factors, such as client marketing budgets and modifications in
client strategies, which are outside the Company's control. The variability in
revenues, combined with the relatively fixed cost nature of the Company's
business, can have a substantial impact on the Company's quarterly results of
operations and the results of any one period may not be indicative of the
operating results for future periods Additionally, the Company periodically
incurs cost increases due to both hiring of new employees and computer capacity
upgrades in anticipation of future revenue growth.
Government Regulation and Postal Rates
Congress and various state legislatures have considered legislation
which would restrict access to, and the use of, credit and other personal
information for direct marketing purposes. The direct marketing services
industry and, thus, the Company could be negatively impacted in the event this
type of legislation is enacted. In addition, certain aspects of the direct
marketing services industry depend upon the services provided by the United
States Postal Service ("USPS"). Any modifications by the USPS of its rate
structure or any increase in public postal rates could have an adverse affect
on the demand for direct marketing services. The direct marketing services
industry could also be adversely affected by postal strikes or other
interruption of service.
Effect of Substantial Leverage
All-Comm has, and will continue to have, substantial indebtedness and
will have significant debt service requirements. As of April 30, 1996 the
Company has outstanding indebtedness of approximately $4.8 million and
shareholders' equity of approximately $4.2 million. See "BUSINESS - Recent
Developments" for significant subsequent changes in debt and equity. There can
be no assurance that the Company's operations will generate sufficient cash
flows to pay its obligations.
Limited Proprietary Protection
The Company holds no registered patents, trademarks or copyrights.
The Company depends in part upon its know-how to differentiate its services
from those of its competitors. The Company also relies on a combination of
contracted rights (including non-competition agreements with key employees) and
trade secret laws to protect its know-how. There can be no assurance, however,
that competitors will not obtain unauthorized access to the Company's know-how
or that the Company's contractual or legal remedies will be sufficient to
protect the Company's interests.
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Certain Anti-Takeover Provisions
The Articles of Incorporation and by-laws of the Company, and certain
employment agreements between the Company, its subsidiaries and certain
executives may have the effect of hindering, delaying or deterring a third
party acquisition of the Company which may, in turn, adversely affect the
market price of the Common Stock. Pursuant to the terms of the Company's
Articles of Incorporation, certain business combinations and reclassifications
involving the Company require the approval of the holders of 75% of the
outstanding Common Stock and the holders of a majority of the shares not held
by the potential acquirer. See "DESCRIPTION OF COMMON STOCK - Change in
Control Provisions of the Company's Articles of Incorporation". In addition,
the Articles of Incorporation provide for a classified board of directors, and
directors may only be removed upon the vote of 75% of the outstanding Common
Stock. See "DESCRIPTION OF COMMON STOCK - Board of Directors". Furthermore,
upon a change in control of the Company, the employment agreements with the
Chief Executive Officer and the President stipulate that the employment
agreements will be terminated and severance payments equal to one year's salary
will become due and payable.
The Company has unissued preferred stock, which could be issued to a
third party selected by current management, or used as the basis for a
shareholders' rights plan, which could have the effect of deterring a potential
acquirer. Furthermore, certain provisions of the by-laws may have the effect
of limiting or delaying a change in control of the Company.
The Company has adopted the foregoing provisions to prevent the
acquisition of the Company by a third party, in a transaction in which holders
of the Common Stock would receive an inadequate price for their shares.
Nevertheless, the effect of such provisions, together with certain provisions
of Nevada law limiting the voting rights of an acquirer of a controlling
interest in a Nevada corporation (such as the Company), may be to reduce the
probability of, or the premiums that stockholders would receive in connection
with, an acquisition of the Company.
Risk of Dilution
The Company intends to continue its program of acquiring companies
whose selected specialization will serve to enhance its capabilities,
competitiveness and profitability. Future acquisitions may involve the
issuance of additional shares of common stock and/or payments based on earnings
formulas which could require the issuance of additional shares of Common Stock
of the Company. Moreover, certain key employees and directors of the Company
have received, and others may receive, stock options to purchase shares of
Common Stock in the Company and, at the discretion of the Board of Directors,
certain employees may receive additional bonuses or options to purchase
additional shares of Common Stock based upon their performance.
Shares Eligible for Future Sale
Sales of substantial amounts of Common Stock in the public market, or
the perception that such sales could occur, could adversely affect prevailing
market prices of the Common Stock. The Company is unable to make any
prediction as to the effect, if any, that future sales of Common Stock or the
availability of Common Stock for sale may have on the market price of the
Common Stock prevailing from time to time. As of June 7, 1996, the Company had
3,186,734 shares of Common Stock outstanding, as well as 6,200 convertible
preferred shares and $1,000,000 of convertible notes which are convertible into
2,460,000 and 166,666 shares of common stock, respectively. The notes are
convertible subject to shareholder approval of additional authorized shares.
Additionally, there were outstanding options currently exercisable for 453,338
shares of Common Stock, and warrants for 115,577 shares of Common Stock.
Furthermore, warrants were issued to preferred shareholders and convertible
noteholders for 6,100,000 shares of common stock and options and warrants have
been issued for 211,000 shares, which are exercisable subject to shareholder
approval of additional authorized shares.
Of the current common shares outstanding, the 563,595 shares
registered in the Offering and 1,889,359 shares previously outstanding will be
freely tradable without restriction under the Securities Act, except any shares
purchased by persons deemed to be "affiliates" of the company which will be
subject to certain resale limitation of
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Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").
The remaining 733,780 common shares outstanding will be "restricted securities"
within the meaning of Rule 144.
No prediction can be made as to the effect, if any, that future sales
of additional shares of Common Stock or the availability of such shares for
sale, either pursuant to exercised registration rights or under Rule 144, will
have on the market price of the Common Stock prevailing from time to time.
Nevertheless, the possibility that substantial amounts of Common Stock may be
sold in the public market may adversely affect prevailing market prices for the
Common Stock and the Warrants and could impair the ability of the Company to
raise capital through the sale of its equity securities.
Dividends on Common Stock Unlikely
The Company currently does not intend to pay any cash dividends on its
Common Stock. The Company has not paid cash dividends on its Common Stock and,
for the foreseeable future, it is anticipated that earnings, if any, will be
used to finance future growth of the Company. In addition, there can be no
assurance that operations will generate sufficient revenues to enable the
Company to declare or pay dividends.
Market for Common Stock; Possible Volatility of Stock Price
Although the Company's Common Stock is admitted for trading on NASDAQ,
such listing does not provide any assurance that an active public market for
the Common Stock will be sustained. If an active public market is not
sustained, the market price and liquidity of the Common Stock may be adversely
affected. No predictions can be made as to the effect, if any, that future
market sales of Common Stock or the availability of Common Stock for sale will
have on the prevailing market price of the Common Stock. In addition, the
stock market in recent years has experienced extreme price and volume
fluctuations that often have been unrelated or disproportionate to the
operating performance of companies. These fluctuations as well as general
economic and market conditions may adversely affect the market price of the
Common Stock.
Ability to Sustain Growth and Manage Operations
The Company's growth strategy includes the acquisition of companies in
the direct marketing, information and media services industries. The Company
acquired SD&A on April 25, 1995 and anticipates acquiring additional companies.
Execution of its growth strategy requires the Company's existing management to,
among other things, (i) identify new markets in which the Company can
successfully compete; (ii) identify acquisition candidates who are willing to
sell at reasonable prices; (iii) consummate identified acquisitions; and (iv)
obtain financing for future acquisitions. The Company's rapid growth could
strain the ability of existing management to accomplish these tasks and lessen
the effectiveness of management with respect to existing operations.
Furthermore, there is no assurance that the Company will successfully identify,
negotiate, finance, consummate or assimilate the acquisition of additional
companies after the offering. Continued substantial growth could have a
materially adverse effect on the Company's results of operations.
In addition to the management challenges presented by the continued
implementation of the Company's growth strategy, future growth will require
significant capital. In the past, acquisitions have been financed with equity
and debt offerings and seller financing. To maintain a significant growth
rate, the Company will need much greater amounts of capital than previously
required. The Company may also seek to raise debt or equity through public or
private sales of securities. Direct marketing, information and media services
companies may be acquired in exchange for Common Stock or securities
convertible into Common Stock. However, there can be no assurance that the
Company can obtain sufficient capital on reasonable terms to implement its
growth strategy. Further, the issuance of equity securities to raise capital
or acquire other businesses may have the effect of diluting the interests of
stockholders.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates into this Prospectus by reference the
following documents filed with the Commission (Commission File Number 0-16730):
1. Annual Report on Form 10-K/A-2 for the fiscal year ended June 30,
1995 and (filed with the SEC on July 24, 1996).
2. (a) Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1995; (b) Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1995; and (c) Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1996.
3. (a) Report on Form 8-K reporting an event which occurred on July
21, 1995, as amended on August 9, 1995; (b) Report on Form 8-K
reporting an event which occurred on August 22, 1995; (c) Report
on Form 8-K reporting an event which occurred on October 23, 1995;
(d) Report on Form 8-K reporting an event which occurred on April
25, 1995, as amended on June 26, 1995 and July 24, 1996; (e)
Report on Form 8-K, reporting an event which occurred on May 28,
1996; and (f) Report on Form 8-K reporting an event which
occurred on June 7, 1996.
4. (a) Report on Form 10-C reporting a change in the number of shares
outstanding on May 9, 1996; (b) Report on Form 10-C reporting a
change in the number of shares outstanding on June 7, 1996; (c)
Report on Form 10-C reporting a change in the number of shares
outstanding on June 7, 1996; and (d) Report on Form 10-C reporting
a change in name of issuer on August 22, 1995.
5. Schedule 14A Information - Preliminary Proxy Statement dated July
10, 1996.
In addition, all reports and other documents filed by the Company
pursuant to Section 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 the offering of the
Shares shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such reports and 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 Prospectus to the extend that a statement contained herein
or in any other subsequently filed document which also is incorporated or
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 Prospectus.
BUSINESS
General
All-Comm Media Corporation ("All-Comm" or "the Company") provides
integrated direct marketing, information and media services for the arts,
educational and other tax-exempt organizations, through its sole operating
subsidiary, Stephen Dunn & Associates ("SD&A"). The business of All-Comm,
previously known as Sports-Tech, Inc., arises out of the merger (the "Merger")
between Alliance Media Corporation ("Alliance") and a wholly owned subsidiary
of the Company, and the concurrent acquisition of SD&A. On April 25, 1995, the
former management and directors of the Company resigned in connection with the
Merger with Alliance and the plan to build a specialized direct marketing,
information and media services company with a focus on providing integrated
marketing services through a single source organization. The Company has
approximately 70 full-time employees and 1,000 part-time employees at its
facilities and on-site at clients' facilities.
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<PAGE> 12
History and Prior Activities
The Company was originally incorporated in Nevada in 1919 under the
name of Bristol Silver Mines Company and was engaged in the mining business
until 1971. The Company conducted minimal activity between 1971 and 1979, when
it sold substantially all of its assets. From 1979 until 1981, the Company did
not conduct any business. In 1981, it became a holding company named Bristol
Gaming Corporation (subsequently changed to Bristol Holdings, Inc.) and made
investments in gaming industry securities. In conjunction with this activity,
the Company acquired undeveloped land in Nevada which was intended, and
subsequently became zoned, for the development of a gaming casino. Prior to,
and as a condition of the merger with Alliance, the Company was required to
divest its securities investments in the gaming industry, which have since
been liquidated. The Company still owns the undeveloped parcel of land in
Laughlin, Nevada through its wholly-owned subsidiary, All-Comm Holdings, Inc.
(formerly Bullhead Casino Corporation).
During 1991, under the prior management, the Company acquired a 100%
interest in Sports-Tech International, Inc. ("STI") and changed its name to
Sports-Tech, Inc. In June 1993, the Company acquired the business of High
School Gridiron Report ("HSGR"). In November, 1994, the prior management of
the Company discontinued these operations through the sale of STI and the
cessation of the HSGR operation. STI and HSGR supplied information technology
and services as well as academic, athletic and video data to high school,
professional and college coaches and student athletes.
Recent Developments
Reference is made to Report on Form 8-K, dated June 7, 1996, regarding
the sale of $3,100,000 of Series B Convertible Preferred Stock and $1,000,000
of Convertible Notes, convertible into 2,480,000 and 166,666 shares of Common
Stock, respectively. In conjunction with the sale, the Company issued warrants
to purchase 3,100,000 shares at $2.50 per share to the preferred shareholders
and warrants to purchase 3,000,000 shares at $3.00 to the convertible note
holders, subject to certain restrictions. In connection with the transaction,
approximately $2.0 million of the SD&A seller debt was paid and the remaining
balance of approximately $2.1 million is payable in 36 monthly principal
payments of $58,333 plus interest at 8%, starting September 19, 1996. $800,000
was used to re-acquire 10,000 shares of Series A Convertible Preferred Stock
issued in a private placement on May 9, 1996, as referenced in Report on Form
10-C dated May 9, 1996 and Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996.
Reference is made to Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996 regarding prior restructuring of the SD&A seller
debt.
INDUSTRY OVERVIEW
Advances in communications technology and a growing availability of
complex consumer data are causing marketers to use the new information
technologies and media capabilities to more efficiently target their customers.
As a result, direct marketing has become an important advertising and selling
medium and is now incorporated as an integral component of many companies'
overall marketing programs. The use of direct marketing by businesses to
target and communicate with potential customers has steadily been increasing
due, in part, to the relative cost efficiency of direct marketing, as compared
to other advertising methods, as well as the rapid development of affordable
computer technology. Over the next decade, the impact of radio, television,
database and on-line or electronic marketing will have a significant effect on
marketing methodologies. Major corporations are beginning to invest in
distribution channels that provide direct access to their customers, providing
the most cost effective and efficient means for targeting specific audiences
and developing long term customer relationships. The shift from mass marketing
to personalized and targeted marketing enables advertising and marketing
programs to be evaluated and adjusted through measurable results. Prior to and
during much of the 1970's, the costs associated with selling products and
services, either through mass marketing or through personal sales calls, were
relatively low, while the costs of database development were prohibitive for
all but the largest businesses. In the 1980's the costs of
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<PAGE> 13
developing and implementing computer technologies to analyze and target
potential customers declined while the costs of traditional marketing increased
significantly. In addition, concerns have been raised about the efficacy of
traditional forms of marketing. Direct marketing remains one of the few
advertising media allowing an accurate measure of results through a review of
response rates thereby increasing the effectiveness of the selling effort.
Companies use direct marketing for a variety of purposes, including:
prospecting for new customers, enhancing existing customer relationships and
evaluating the potential for new products and services. Direct marketing
allows companies to interact with customers and accurately measure the response
to the message. This ability to measure responses allows direct marketing
campaigns to be continually refined to further enhance their effectiveness.
Such programs enhance a company's ability to generate revenues, directly and
indirectly, from specific audiences across a wider market and through more
personalized access to consumers.
The Company believes that technological innovation will continue to
increase the effectiveness of direct marketing. As a result, direct marketing
has become an increasingly important driver for integrated marketing programs
that combine multiple forms of communications such as direct mail,
telemarketing, print, television, radio, video, CD-ROM, educational symposia
and other interactive and multimedia formats.
LINES OF BUSINESS
The Company's sole operating subsidiary, SD&A, provides a variety of
telemarketing and telefundraising services to clients in the tax-exempt
sector. Since its inception in 1983, SD&A has worked with over 150 tax-exempt
organizations, located in over thirty states, and has developed expertise in
working with a broad range of tax-exempt organizations, including those which
support the arts, such as theaters, operas, symphonies and ballets, as well as
museums, colleges and universities, public television stations and advocacy
groups. Campaigns are conducted either "on-site" at, or near, the client's
premises or "off-site" at SD&A's full service calling center, located in
Berkeley, California (the "Berkeley Calling Center" or "BCC").
SD&A's revenues are derived primarily from fees and commissions for
telemarketing campaigns and telefundraising efforts.
Telemarketing Campaigns. Telemarketing campaigns are highly focused
marketing efforts designed to sell ticket series or subscriptions to patrons
for multiple performances or a portion of a season of performances at live
theatres, symphonies, operas, ballets, musical theatres and similar performing
arts venues. The campaigns are tailored to fit the clients' specific needs,
generally range from 8 to 26 weeks, and may be conducted at or near the
clients' premises or at the Berkeley Calling Center. The design of each
campaign includes evaluating and segmenting the target population using
database analysis programs, often in combination with demographic and
psychographic screening programs, to estimate the sales potential of different
groups. Management believes that this approach to telemarketing campaigns is
an efficient means to generate sales revenue for its clients and will
strengthen the contact and prospect base of the clients, enhance the
effectiveness of the clients' public relations as a fundraising tool to develop
valuable information-gathering sources, and expand the database of potential
patrons.
Telefundraising Efforts. The telefundraising efforts fall into three
groups: Annual Fund Campaigns, capital campaigns through the SD&A's CapiTEL
program and Special Gift Campaigns. While colleges and universities were
generally the first organizations to use telemarketing for capital and
endowment campaigns, SD&A pioneered the application of these techniques to the
performing arts through its CapiTEL program. SD&A provides both program design
and management, including personalized direct mail and telefundraising
solicitation. Four different types of telefundraising phone/mail campaigns
are conducted: Annual Fund Campaigns to renew and acquire donors and increase
the level of giving; Membership Campaigns to renew and acquire members to
increase the client's membership base; CapiTEL Campaigns designed to solicit
three to five-year gifts, typically used for an institutional client's physical
"brick and mortar" projects; and Special Gift Campaigns seeking large donations
often conducted in conjunction with Annual Fund Campaigns.
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<PAGE> 14
COMPANY STRATEGY
The Company's strategy is to become an integrated direct marketing,
information and media services company. Direct marketing has become an
increasingly important advertising medium and an integral component of
marketing programs that combine multiple forms of communication, such as direct
mail, telemarketing, print, television, radio, electronic media, information
kiosks, CD-ROM and Internet World-Wide Web sites. Initially, the Company
intends to expand through the acquisition of companies in the direct marketing
and media services industry which can provide core capabilities for the direct
marketing process. The Company believes that technological innovation will
continue to increase the effectiveness of direct marketing. As such, potential
acquisitions may include providers of information-based products and direct
marketing services companies that would enable the Company to deliver effective
marketing programs through electronic, telephonic and print mediums. A key
element of the Company's growth strategy is to target companies with a
demonstrated record of earnings and/or market penetration in these areas. Also
of particular interest are businesses which potentially increase market entry,
access new channels of distribution and are capable of providing additional
direct marketing and information management services that may be used to create
customer lists with specific, identifiable attributes and to facilitate the
production and execution of specialized marketing programs that statistically
track and analyze market responses. The Company is actively pursuing its
acquisition strategy and, in its ordinary course of business, has ongoing
discussions with various acquisition candidates. No assurance can be made that
any of these discussions will result in an agreement, nor that any agreements,
if entered into, will be consummated.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from any shares which may be sold (see "Plan of
Distribution") will be received by the Selling Stockholders.
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<PAGE> 15
SELLING STOCKHOLDERS
The following table provides certain information with respect to the
Common Stock beneficially owned by the Selling Stockholders and also the amount
offered hereunder. Because the Selling Stockholders may offer some or all of
the securities in an offering which is not underwritten on a firm commitment
basis, no estimate can be given as to the amount of securities that will be
held by the Selling Stockholders after completion of the sale of the securities
offered hereby. See "PLAN OF DISTRIBUTION". To the extent required, the
specific securities to be sold, the names of the Selling Stockholders effecting
such sale, the names of any agent, dealer or underwriter participating in such
sale, and any applicable commission or discount with respect to the sale will
be set forth in a supplement to this Prospectus. The securities offered by
means of this Prospectus may be offered from time to time by the Selling
Stockholders named below:
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Number of Shares
Names of Selling Stockholders(1) Prior to the Offering(2) Percent being Offered
- -------------------------------- ------------------------ ------- -------------
<S> <C> <C> <C>
Adams, John 36,968 36,968
Adams, Lane, SEP/IRA Pension Plan 1,597 1,597
Adams, Lane, Money Purchase Pension Plan 1,261 1,261
*Antine, Seth 360,000 2.8 360,000
*Bais Kaila Torah Preparatory HS for Girls 22,500 22,500
Berg, Kenneth 36,968 36,968
*Birdsall Corp. N.V. 45,000 45,000
*Birnbaum, Ezra 4,500 4,500
Bloome, Judith K. Family Trust 4,621 4,621
*Bodner, Naomi 1,800,000 14.2 1,800,000
*Cong. Ahavas Tzdokoh Vchesed Inc. 49,500 49,500
*Cong. Ahavas Tzdokoh Vchesed Inc. 18,000 18,000
Cooper, Stephen A. & Randy E. 9,242 9,242
*Englander, Israel A. (IRA) 180,000 1.4 180,000
*Finkel, Bryan I. 18,000 18,000
Finkel, Sheldon 6,722 6,722
*Fireman, Seth 90,000 90,000
Fishman, Arnold 9,242 9,242
Fishman, Arnold, Trustee 4,621 4,621
*Folger, Rita 45,000 45,000
Forwardissue, Ltd. 18,484 18,484
*Friends of Kiryat Meor Chaim 45,000 45,000
Gal, Juliet Y. 9,242 9,242
Ganer, Maxine 9,242 9,242
Gilman, Martin G. 9,242 9,242
*Gross, Irwin 270,000 2.1 270,000
*Hakodesh, Shekel 54,000 54,000
Henagan, Barbara M. 9,242 9,242
Herrick, Norton 110,902 110,902
</TABLE>
__________________________________
1 Unless otherwise noted, the address of the principal and selling
stockholders is: All-Comm Media Corporation, 400 Corporate Pointe, Suite 780,
Culver City, CA 90230
2 Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission that deem shares to be beneficially owned by
any person who has or shares voting or investment power with respect to such
shares. Unless otherwise indicated, the persons named in this table have such
voting and such investment power with respect to all shares shown as
beneficially owned, subject to community property laws where applicable. With
respect to each person, shares of Common Stock subject to options that are
currently exercisable or exercisable within 60-days of June 24, 1996, are
deemed to be outstanding and to be beneficially owned by the person holding
such option for the purpose of computing the percentage ownership of that
person.
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<PAGE> 16
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Number of Shares
Other Selling Stockholders Prior to the Offering Percent being Offered
- -------------------------- --------------------- ------- -------------
<S> <C> <C> <C>
*Huberfeld, Laura/Bodner, Naomi 211,500 1.7 211,500
*Huberfeld, Laura 1,800,000 14.2 1,800,000
*Huberfeld, Seymour 45,000 45,000
Jordan, Harold 18,484 18,484
Kalter, Eliot R.J. (3) 6,403 6,403
Karten, Harry 18,484 18,484
*Keren M.Y.C.B. Elias Foundation 45,000 45,000
Kerin, Ruth 4,621 4,621
Lederer Family Trust 9,242 9,242
*Lerner, Chanie 45,000 45,000
Liverman, Thierry 4,621 4,621
*Mayer, Jonathan 13,500 13,500
Membership Development, Inc. (4) 62,500 62,500
Miller, David 18,484 18,484
Morgan Gloria Lee 9,242 9,242
*Mueller, Moshe 54,000 54,000
*Nais Corp., The 45,000 45,000
*Namax Corp. 45,000 45,000
*Nebenzahl, Charles 45,000 45,000
Newark Sales Corp. (5) 1,583,333 12.5 1,583,333
*OHR Somayach Tanenbaum Education Center 45,000 45,000
Prinn Family Trust 9,242 9,242
Puschel, Philip 4,621 4,621
*Rudy, Fred 45,000 45,000
Saleslink Ltd. (5) 1,583,333 12.5 1,583,333
*Sand, Malca 45,000 45,000
Savage, Richard, Money Purchase Pension Plan 2,542 2,542
Savage, Richard, SEP/IRA Pension Plan 3,844 3,844
Savage, Richard and Lane Adams, J.T. 9,242 9,242
Schachner, Mark 18,484 18,484
*Schwartz, Joshua 4,500 4,500
*Stadtmauer, Richard 45,000 45,000
Van Mourik, G. & J. Revocable Trust 4,621 4,621
Walters, Claudia Kaufmann 9,242 9,242
Weekley, Robert 9,242 9,242
Welter, Brian K. 9,242 9,242
Welter, Gregory E. 9,242 9,242
Welter, Neil E. & Betty Joan, J.T. 9,242 9,242
*Yeshiva of Telshe Alumni 45,000 45,000
</TABLE>
* 5/9ths of this Selling Stockholder's total number of beneficially owned
shares are subject to warrants, exercisable subject to the availability of
shares following shareholder authorization of additional shares. The remaining
are convertible preferred shares.
__________________________________
3 Includes 1,856 shares subject to warrant currently exercisable.
4 Membership Development Inc. ("MDI") served as a consultant to the Company
from June 1992 to June 1994.
5 83,333 are convertible debentures and 1,500,000 are subject to warrants.
Both are exercisable subject to the availability of shares following
stockholder authorization of additional shares.
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<PAGE> 17
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Number of Shares
Other Selling Stockholders Prior to the Offering Percent being Offered
- -------------------------- --------------------- ------- -------------
<S> <C> <C> <C>
Zapco Holdings, Inc. 9,242 9,242
Zapco Holdings, Inc. Deferred
Compensation Plan Trust 9,242 9,242
Zborowski, Mark A. 18,484 18,484
--------- ---------
9,312,117 9,312,117
========= =========
</TABLE>
PLAN OF DISTRIBUTION
The securities offered hereby may, upon compliance with applicable
"Blue Sky" law, be sold from time to time to purchasers directly by the Selling
Stockholders or by pledgees, donees, transferees or other successors in
interest, or in negotiated transactions and in the over- the-counter market on
NASDAQ. The Shares may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker of dealer for its account pursuant to this
Prospectus; and (c) ordinary brokerage transactions in which the broker
solicits purchasers. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus.
Alternatively, the Selling Stockholders may from time to time offer
the securities offered hereby through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of securities
for whom they may act as agents. To the extent that any of the Shares are sold
by a pledgee, donee, transferee or other successor in interest, such person may
use this Prospectus to sell such shares.
The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of securities offered hereby may be deemed to
be underwriters, and any profit on the sale of such securities by them and any
discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular underwritten offer of
securities is made, to the extent required, a supplement to this Prospectus
will be distributed which will set forth the aggregate amount of securities
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, and discounts, commissions and other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The securities offered hereby may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed or at varying
prices determined at the time of sale or at negotiated prices.
The Selling Stockholders will pay the commissions and discounts of
underwriters, dealers or agents, if any, incurred in connection with the sale
of the Shares. The Company will pay all expenses incident to the offering and
sale of the Shares by the Selling Stockholders.
DESCRIPTION OF COMMON STOCK
The following is a summary of certain of the material terms of the
Common Stock which are contained in the Articles of Incorporation of the
Company, which are filed as an exhibit to the Registration Statement of which
this Prospectus is a part.
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<PAGE> 18
Quorum and Voting Rights
Each share of Common Stock is entitled to one vote on all matters as
to which the holders of Common Stock are entitled to vote. The affirmative
vote of a majority of the stock having voting power present or represented by a
proxy at a meeting at which a quorum is present is required as to any matter
which requires the approval of the holders of Common Stock, other than the
approval of certain Business Combinations, Reclassifications (as such terms are
defined below), the amendment of certain provisions of the Articles of
Incorporation, and the amendment of certain provisions of the by-laws, which
require the approval of 75% of the outstanding shares of stock entitled to vote
for the election of Directors and, in the case of certain Business Combinations
and Reclassifications, requires the approval of a majority of the outstanding
shares of stock entitled to vote for the election of directors other than that
beneficially owned by the other party to the Business Combination.
At any meeting of the stockholders of the Company at which the holders
of Common Stock are entitled to vote, the presence, in person or by proxy, of a
majority of the stock issued and outstanding, and entitled to vote thereat,
constitutes a quorum. No action may be taken at any meeting, other than to
adjourn such meeting, unless a quorum of each class entitled to vote is
present.
Dividends
The Board of Directors of the Company may cause dividends to be paid
to the holders of Common Stock from time to time out of funds legally
available therefor. When and as dividends are declared, they may be payable in
cash, in property or in shares of Common Stock. See "RISK FACTORS Dividends
on Common Stock Unlikely".
Board of Directors
The Board of Directors of the Company is divided into three classes,
each class serving for three years. One class is elected at each annual
meeting of the holders of Common Stock to serve for a three year period. The
Board of Directors is currently composed of three directors, which number may
be increased up to fifteen upon the resolution of a majority of the current
directors. The Articles of Incorporation provide that the vote of the holders
of at least 75% of the voting power of all the outstanding voting equity
securities, voting as a single class, is required to remove a director, either
with or without cause.
Indemnification of Officers and Directors
The Articles of Incorporation of the Company provide that directors
and officers of the Company shall not be personally liable to the Company or
its stockholders for damages for breach of fiduciary duty as a director or
officer, except for (i) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law; or (ii) the payment of dividends in
violation of the provisions of Chapter 78 of the Nevada Revised Statutes. The
Articles of Incorporation further provide that, if the Nevada Revised Statutes
are amended to authorize corporate action further eliminating or limiting the
personal liability of directors and officers, then the liability of a director
or officer of the Company shall be eliminated or limited to the full extend
permitted by the Nevada Revised Statutes, as so amended. Any repeal or
modification of all or any portion of the limitation on liability contained in
the Company Articles of Incorporation by the stockholders of the Company shall
not adversely effect any right or protection of a director of officer of the
Corporation with respect to any acts or omissions occurring prior to the time
of such repeal or modification.
The Company's by-laws provide for indemnification of the officers and
directors of the Company, as the case may be, against any liability, cost or
expense incurred by such director or officer by reason of the fact that such
person is or was a director, officer, employee or agent of the Company, except
to the extent that such indemnification is prohibited by Chapter 78 of the
Nevada Revised Statutes.
Section 78.751 of the Nevada Revised Statutes provides that a
corporation may indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action, suit or
18
<PAGE> 19
proceeding, including any action or suit by or in the right of the Corporation,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement, actually and reasonably incurred by him, in
connection with the action, suit or proceeding, if he acted in good faith and
in a manner which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
Indemnification may not be made for any claim, issue or matter as to
which such a person had been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the Corporation, or
for amounts paid in settlement to the Corporation, unless, and only to the
extent that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Unless ordered by a court or advanced, pursuant to an agreement made
by the Corporation allowing the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding to be paid by the
Corporation as they are incurred, and in advance of the final disposition of
the action, upon receipt of an undertaking by, or on behalf of, the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation any indemnification must be made by the Corporation, only as
authorized in the specific case, upon a determination that the indemnification
of the director, officer, employee or agent is proper in the circumstances.
The determination must be made either by the stockholders, or by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding. If a majority vote of a quorum
consisting of directors who were not parties to the act, suite or proceeding so
orders, by independent legal counsel in a written opinion, or if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, the determination must be made by independent legal counsel
in a written opinion.
Insofar as indemnification for liabilities arising under the
Securities act may be permitted to directors, officers and controlling persons
of the Company, pursuant to the provisions described above, or otherwise, the
Company 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.
Change in Control Provisions of the Company's Articles of Incorporation
The Articles of Incorporation require certain specified shareholder
approvals (the "Business Combination Special Vote") for "Business Combinations"
with an "Other Entity", which is defined generally as any corporation, person
or other entity, excluding certain employee plans. Such Business Combinations
include (i) any merger or consolidation of the Company, or any of its
affiliates, with or into any other corporation, (ii) any sale, lease, exchange,
loan, distribution, dividend or other disposition of all, or a substantial
part, of the assets of the Company or (iii) any sale, lease, exchange, loan,
distribution, dividend or other disposition of all, or a substantial part, of
the assets of another entity in exchange for equity securities of the Company
or its affiliates. The Business Combination Special Vote required to approve a
Business Combination is the affirmative vote of both (i) the holders of 75% of
the outstanding shares of stock entitled to vote for the election of directors,
and (ii) the holders of a majority of the outstanding shares of stock entitled
to vote for the election of directors, other than those beneficially owned by
the Other Entity.
A Business Combination Special Vote is not required to approve a
Business Combination, if certain conditions are met which include, but are not
limited to: (i) that the consideration to be received by the holders of
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<PAGE> 20
the Common Stock is not less than (a) the highest per share price paid by such
Other Entity in acquiring any shares of Common Stock and (b) the highest market
price of the Common Stock (I) during the thirty trading days immediately prior
to the public announcement of such Business Combination and (II) during the
thirty trading days immediately prior to the public announcement or the
commencement, whichever occurs first, of the acquisition of any Common Stock by
such Other Entity; (ii) that after such Other Entity has acquired 10% of the
Common Stock, and prior to the consummation of such Business Combination, the
Board of Directors shall have included at all time representation by a director
of the Company on October 1, 1988 (a "Continuing Director"), or a director
designated as a Continuing Director by such director of other Continuing
Directors; (iii) that after such Other Entity has acquired 10% of the Common
Stock, the Other Entity has not (a) received the benefit, directly or
indirectly (except proportionately, as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by the Company or (b) received the benefit, directly or
indirectly, or the extension of trade terms by the Company, which are less
favorable to the Company than those made available to a majority of the Company
customers for similar products; and (iv) except as may have been approved by a
unanimous vote of the entire Board of Directors, made any major change in the
Company's business or equity capital structure.
The Articles of Incorporation further provide that certain
"Reclassifications" require the affirmative vote (the "Reclassification Special
Vote") of both (i) the holders of 75% of the outstanding shares of stock
entitled to vote for the election of directors and (ii) the holders of a
majority of the outstanding shares of stock entitled to vote for the election
of directors other than those beneficially owned by any Other Entity. Such
Reclassifications include (a) any reclassification of securities (including any
reverse stock split), reverse capitalization, reorganization, issuer tender
offer, purchase of shares by the Company or by its affiliates, exchange offer
by the Corporation or by any of its affiliates, or any other transaction
designed to reduce materially, or having the effect of reducing materially, the
percentage of Common Stock which is not held by affiliates or (b) the adoption
of any plan or proposal for the liquidation or dissolution of the Corporation.
The Reclassification Special Vote is only required if there is an Other Entity
for which a Business Combination Special Vote would be required in the event of
a Business Combination.
Other provisions of the Company's Articles of Incorporation and
by-laws may have the effect of limiting, or delaying, a change in control of
the Company. These provisions include: provisions of the Company's by-laws
which provide for sixty days' notice by the stockholders of any business they
wish to conduct at a shareholders' meeting, a prohibition of stockholder action
by written consent, and provisions of the Company's Articles of Incorporation,
which limit the ability to remove directors. See "Board of Directors", above.
Listing
The Common Stock is quoted and traded over-the-counter on NASDAQ,
under the symbol "ALCM".
Preferred Stock
The Company has authorized 50,000 shares of Preferred Stock, 16,200 of
which have been issued and 6,200 which are currently outstanding.
LEGAL MATTERS
Certain legal matters regarding the securities offered hereby are
being passed upon for the Company by Lionel Sawyer & Collins, Las Vegas, NV.
20
<PAGE> 21
EXPERTS
The consolidated balance sheets as of June 30, 1995 and 1994, the
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended June 30, 1995, and the financial
statement schedule listed in Items 8 and 14(a) of the Company's Annual Report
on Form 10-K/A-2 for the year ended June 30, 1995, have been incorporated
herein by reference in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing. The balance sheets of Stephen Dunn & Associates, Inc.
as of December 31, 1994 and 1993, and the statements of income, shareholder's
equity and cash flows for each of the three years in the period ended December
31, 1994 included in Form 8-K/A-2, dated July 24, 1996, have been incorporated
herein by reference in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
21
<PAGE> 22
<TABLE>
<S> <C>
=============================================================================================================
No dealer, salesperson or other person has been ALL-COMM MEDIA
authorized to give any information or to make any CORPORATION
representations in connection with the offer made
by this Prospectus and, if given or made, such
information or representation must not be relied
upon as having been authorized by the Company.
This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any
of these securities in any jurisdiction to any
person to whom it is unlawful to make such offer
or solicitation in such jurisdiction. The 9,312,117 Shares of
delivery of this Prospectus shall not, under any Common Stock
circumstances, create any implication that the
information herein is correct at any time
subsequent to its date.
_____________________________
-------------------
PROSPECTUS
-------------------
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . 4
Prospectus Summary . . . . . . . . . . . 5
The Offering . . . . . . . . . . . . . . 6
Risk Factors . . . . . . . . . . . . . . 7
Incorporation of Certain Documents __________, 1996
by Reference . . . . . . . . . . . . . 11
Business . . . . . . . . . . . . . . . . 11
Use of Proceeds . . . . . . . . . . . . . 14
Selling Stockholders . . . . . . . . . . 15
Plan of Distribution . . . . . . . . . . 17
Description of Common Stock . . . . . . . 17
Legal Matters . . . . . . . . . . . . . . 20
Experts . . . . . . . . . . . . . . . . . 21
=============================================================================================================
</TABLE>
22
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14
Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities being registered hereby.
The Selling Stockholders will pay the commissions and discounts of
underwriters, dealers of agents, if any, incurred in connection with the sale
of the Shares. The Company will pay all other expenses incident to the
offering and sale of the Shares.
<TABLE>
<CAPTION>
Total*
-------
<S> <C>
SEC Registration Fee $11,315
Accountants' Fees and Expenses 12,500
Legal Fees and Expenses 7,500
Printing Expenses 1,000
Miscellaneous 100
-------
TOTAL $32,415
=======
</TABLE>
ITEM 15
Indemnification of Directors and Officers
See "DESCRIPTION OF COMMON STOCK Indemnification of Officers and
Directors".
23
<PAGE> 24
Exhibits
<TABLE>
<CAPTION>
Exhibit # Description
--------- -----------
<S> <C>
3(i)(a)* Amended and Restated Articles of Incorporation of the Company.
3(i)(b)* Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company.
3(ii)* By-laws of the Company
3(iii)** Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company.
5 Opinion of Lionel Sawyer & Collins, including consent.
23(a) Consent of Lionel Sawyer & Collins, included in Exhibit 5.
23(b) Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney, (included on the signature page).
</TABLE>
* Incorporated by reference to the Company's Registration of Form S-4 No.
33-45192 declared effective by the SEC on February 12, 1992.
** Incorporated by reference to the Company's Annual Report on form 10-K for
the year ended June 30, 1995, Commission File Number 0-16730.
24
<PAGE> 25
Undertakings
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 foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, 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 counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by them
is against public policy, as expressed in the Securities Act, and will be
governed by the final adjudication of such issue.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to 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 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 12(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.
25
<PAGE> 26
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 the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Culver City, State of California, on
the 24th day of July, 1996.
ALL-COMM MEDIA CORPORATION
/s/ Barry Peters
------------------------------------------
By: Barry Peters
Title: Chief Executive Officer
Each of the undersigned officers and directors of All-Comm Media
Corporation hereby severally constitutes and appoints each of E. William
Savage and Barry Peters, individually, as attorney-in-fact for the undersigned,
in any and all capacities, with full power of substitution, to sign any further
amendments to this Registration Statement (including post-effective amendments)
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact 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 to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact may lawfully do, or
cause to be done, by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Culver City, State of California, on the 24th day of July, 1996.
ALL-COMM MEDIA CORPORATION
/s/ Barry Peters
---------------------------------------------------
By: Barry Peters
Title: Chief Executive Officer
/s/ E. William Savage
---------------------------------------------------
By: E. William Savage
Title: Chief Operating Officer
/s/ Scott Anderson
---------------------------------------------------
By: Scott Anderson
Title: Chief Financial Officer
/s/ S. James Coppersmith
---------------------------------------------------
By: S. James Coppersmith, Director
/s/ Seymour Jones
---------------------------------------------------
By: Seymour Jones, Director
26
<PAGE> 1
EXHIBITS 5 AND 23 (A)
July 24, 1996
Board of Directors
All-Comm Media Corporation
400 Corporate Pointe, Suite 780
Culver City, CA 90230
Re: All-Comm Media Corporation
Registration Statement on Form S-3
Dear Sirs:
You have requested our opinion as counsel for All-Comm Media
Corporation, a Nevada corporation (the "Company"), in connection with the
amended Registration Statement on Form S-3 ("Registration Statement"), being
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), with
respect to the registration by the Company of 9,312,117 shares of common stock,
par value $.01 per share, of the Company (the "Shares"), representing (i)
563,595 shares owned by certain selling shareholders, and (ii) 8,748,522 shares
(the "Conversion Shares") issuable upon conversion of preferred shares, notes,
warrants and options, pursuant to the terms and conditions of such securities
(the "Conversion Provisions"); 6,266,666 of the Conversion Shares are
contingent (the "Contingent Shares") upon shareholder approval of an amendment
to the Company's articles of incorporation (the "Articles") to increase the
Company's authorized common stock.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents and
corporate records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein, including, without limitation, the Registration
Statement, the Articles and Bylaws of the Company, as currently in effect, a
specimen stock certificate representing the Shares and copies of certain
resolutions adopted by the Board of Directors of the Company relating to, among
other things, the issuance of the Shares and related matters.
In rendering the opinions hereafter, we have relied upon the
certificates of all public officials and corporate officers with respect to the
accuracy of all matters contained therein, and such documents and instruments
as we have deemed appropriate, including, but not limited to, the officer's
certificate attached hereto as Exhibit A.
In conducting our examination, we have assumed, without investigation,
the genuineness of all signatures, the legal capacity of natural persons, the
correctness of all certificates, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified or photostat copies and the authenticity of the
original of such copies, and the accuracy and completeness of all records made
available to us by the Company.
The opinions hereinafter expressed are subject to the following
qualifications:
a. Our opinion in paragraph 1 below as to the good standing of the
Company is based solely upon a certificate from public officials.
b. Our opinions below are limited to the matters expressly set forth
in this opinion letter, and no opinion is to be implied or may be inferred
beyond the matters expressly so stated.
c. We disclaim any obligation to update this opinion letter for
events occurring after the date of this opinion letter.
27
<PAGE> 2
d. We are members of the Bar of the State of Nevada. Our opinions
below are limited to the laws of the State of Nevada.
Based upon and subject to the foregoing, and subject to the
qualifications, limitations, restrictions and assumptions set forth below, we
are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of Nevada.
2. Assuming (i) the conformity of the certificates representing the
Conversion Shares to the form of the specimen thereof examined by us, (ii) the
due execution and delivery of such certificates, and with respect to the
Contingent Shares, assuming (a) an amendment to the Company's Articles
increasing the amount of shares of common stock the Company is authorized to
issue in an amount sufficient to satisfy the Conversion Provisions has been
duly approved by the shareholders, and a certificate of amendment reflecting
the same and meeting the requirements of Nev. Rev. Stat. Section 78.390 has
been duly filed with the Nevada Secretary of State ("Amendment"), and (b)
concurrently with the approval of the Amendment, a resolution reserving an
identical amount of such shares for issuance pursuant to the terms of the
Conversion Provisions is duly made effective, then upon issuance and delivery
of the conversion Shares pursuant to the Conversion Provisions, the Shares will
be duly authorized and legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in a category of persons whose consent is required pursuant to Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
This opinion letter is rendered solely for the benefit of the
addressee. Without our prior written consent, this opinion letter may not be:
(i) relied upon by any other party of for any other purpose; (ii) quoted in
whole or in part or otherwise referred to in any report or document; or (iii)
furnished (the original or copies thereof) to any other party.
Very truly yours,
/s/ Lionel Sawyer & Collins
----------------------------------
LIONEL SAWYER & COLLINS
28
<PAGE> 1
EXHIBIT 23 (B)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 (File No. 0-16730) Amendment No. 1 of our report
dated July 23, 1996 included in the All-Comm Media Corporation Form
10-K/A-2 for the three years ended June 30, 1995, and of our report
dated June 2, 1995, of our audits of the financial statements of
Stephen Dunn & Associates, Inc. for the three years ended December 31,
1994 included in Form 8-K/A-2, dated July 24, 1996. We also consent
to the reference to our Firm under the heading "Experts" in this
Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
July 24, 1996
29
