<PAGE> 1
As filed with the Securities and Exchange Commission on May 5, 1995
Registration No. 33-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
STUART ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0402207
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3211 NEBRASKA AVENUE
COUNCIL BLUFFS, IOWA 51501
(712) 323-1488
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MICHAEL A. SCHALK
3211 NEBRASKA AVENUE
COUNCIL BLUFFS, IOWA 51501
(712) 323-1488
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies sent to:
Warren L. Troupe, Esq.
Deborah A. Hogan, Esq.
Kutak Rock
717 17th Street, Suite 2900
Denver, Colorado 80202
Approximate date of commencement of the proposed sale to the public: From time
to time after this Registration Statement becomes effective.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to to be price offering registration
be registered registered per share(1) price(1) fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value . . 55,652 Shares $4.25 $236,521 $100.00
=============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on
the average of the high and low prices of the Registrant's Common Stock on May
2, 1995.
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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
STUART ENTERTAINMENT, INC.
55,652 SHARES OF COMMON STOCK
$.01 PAR VALUE
All of the 55,652 shares (the "Shares") of common stock, par value
$.01 per share (the "Common Stock") of Stuart Entertainment, Inc., a Delaware
corporation (the "Company"), offered hereby are being sold by The Reliable
Corporation of America, Inc. (the "Selling Stockholder") from time to time
pursuant to this Prospectus through any of several methods, including ordinary
brokerage transactions in the over-the-counter market at market prices, or in
privately negotiated transactions at prices agreed upon by the parties.
Brokers or dealers acting as agents for the Selling Stockholder in connection
with the sale of the Shares will receive the usual and customary brokerage
commissions in connection with such sale. See "PLAN OF DISTRIBUTION." The
Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholder.
The Company's Common Stock trades on The NASDAQ Stock Market under the
symbol "STUA."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------
THE COMMON STOCK OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS."
--------------------
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN
THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING OR SOLICITATION IN ANY JURISDICTION IN
WHICH SUCH OFFERING OR SOLICITATION MAY
NOT LAWFULLY BE MADE.
--------------------
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
--------------------
THE DATE OF THIS PROSPECTUS IS ________ __, 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the Commission located
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 75
Park Place, New York, New York 10007. Copies of such material may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
The Company's Common Stock trades on The NASDAQ Stock Market under the
symbol "STUA."
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference in this Prospectus
(not including exhibits to the documents that have been incorporated herein by
reference unless the exhibits are themselves specifically incorporated by
reference). Such written or oral request should be directed to the Corporate
Secretary at 3211 Nebraska Avenue, Council Bluffs, Iowa 51501, telephone number
(712) 323-1488.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 filed on April 17, 1995;
(ii) the Company's Current Report on Form 8-K dated January 13,
1995;
(iii) amendment to the Company's Current Report on Form 8-K dated
December 15, 1995 on Form 8-K/A-1;
(iv) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed October 28, 1982;
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference in this Prospectus from the
date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded to the extent that a statement contained in this Prospectus or in
any document filed after the date of this Prospectus which is deemed to be
incorporated by reference in this Prospectus 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.
2
<PAGE> 4
THE COMPANY
Stuart Entertainment, Inc., (the "Company") manufactures and
distributes a complete line of bingo supplies, equipment and accessories. The
Company's products are sold primarily to distributors, who resell them to
fraternal, charitable, religious and social organizations, lodges, hospitals,
nursing homes, PTA groups, military clubs and other similar organizations,
primarily non-profit, which use such products to raise money and provide
entertainment. To a lesser extent the Company's products are also sold
directly to user organizations not serviced by its distributors through mail
order catalogs and retail branches.
On December 13, 1994, the Company completed the acquisition (the
"Acquisition") of Len Stuart & Associates Limited, an Ontario, Canada
corporation, the parent of Bingo Press and Specialty Limited, an Ontario,
Canada corporation doing business as Bazaar & Novelty ("Bazaar"). Bazaar is
the largest manufacturer of bingo supplies and accessories in Canada.
A wholly-owned subsidiary, Video King Gaming Systems, Inc. ("Video
King"), has developed and is currently manufacturing a line of electronic
gaming products, a comprehensive gaming management tracking system and video
lottery terminals and slot machines. Video King markets its products within
the bingo industry, as well as the domestic and international for-profit gaming
market.
The Company was reincorporated in Delaware in 1986, and is a
successor, by merger effective as of January 21, 1987, to a business founded in
1948. The Company's principal executive officers are located at 3211 Nebraska
Avenue, Council Bluffs, Iowa 51501 and its telephone number is (712) 323-1488.
RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should carefully consider the following risk factors in
evaluating the Company and its business prior to making an investment decision.
LEVERAGE. The Company incurred substantial long-term debt in
connection with the Acquisition. As a result, the Company's principal and
interest payments are substantial. The degree to which the Company is
leveraged could adversely affect the Company's ability to obtain additional
financing for working capital, acquisitions or other purposes and could make it
more vulnerable to economic downturns and competitive pressures. The Company's
leverage could also affect its liquidity, as a substantial portion of available
cash from operations may have to be applied to meet debt service requirements
and, in the event of a cash shortfall, the Company could be forced to reduce
other expenditures to meet such requirements. Any default in payment could
result in the acceleration of the Company's long-term debt obligations and a
substantial impairment of the Company's ability to continue to operate some or
all of its business.
3
<PAGE> 5
COMPETITION. The bingo supply and equipment industry is competitive
and the Company faces competition in all areas of its business. The Company
believes it is currently the largest manufacturer of bingo supplies and
accessories in North America. The principal competitive forces in the industry
are service and price and the Company believes that it is competitive in both
these areas. However, there can be no assurances that the Company will
continue to remain competitive. In addition, the electronic gaming industry is
highly competitive and the Company's subsidiary, Video King, competes with a
number of manufacturers of electronic gaming equipment. There can be no
assurances that competitors with greater financial resources and/or superior
technology will not preclude the Company from penetrating the electronic gaming
market.
NO DIVIDENDS. The Company has never paid any cash dividends on its
Common Stock and does not anticipate paying any dividends in the foreseeable
future; further, the payment of cash dividends is restricted by the Company's
credit agreements. Earnings, if any, will be retained to fund operations of
the Company. There is no assurance that the Company will pay dividends at any
time.
AMORTIZATION OF GOODWILL. On the date of the Acquisition, goodwill
was recorded on the books of the Company in the amount of $27,316,000.
Although the amount of the goodwill is recorded as an asset of the Company, it
is expected to be amortized over forty years and until fully amortized could
result in a significant annual accounting charge against revenues of the
Company.
CONCENTRATION OF OWNERSHIP. The Acquisition resulted in a change in
control of the Company. In connection with the Acquisition, MLGA Fund II, L.P.
and its affiliates ("MLGA") acquired approximately 48% of the outstanding stock
of the Company (and would own approximately 53% after giving effect to the
exercise of warrants acquired by MLGA in the Acquisition). In addition,
Leonard A. Stuart, Chairman of the Board of Directors of the Company, owns
approximately 19% (and would own approximately 20% of the outstanding stock of
the Company after giving effect to the exercise of the warrants acquired by him
in the Acquisition). Therefore, MLGA and Mr. Stuart will continue to be in
control of the Company's affairs, including without limitation the election of
the entire Board of Directors. Moreover, such a high level of ownership by
officers, directors and their affiliates may discourage takeovers and make
removal of management difficult, even if such removal would be in the interest
of non-affiliated shareholders.
DILUTION. There are currently outstanding warrants to purchase
875,000 shares of Common Stock and options to purchase 1,520,000 shares of
Common Stock. Upon the exercise of some or all of these warrants and/or
options and the resulting issuance of additional shares, the earnings per share
of the Company would be diluted. The effect of the dilution would be more
significant to the extent that earnings of the Company are less than that
anticipated by the Company.
4
<PAGE> 6
RISK OF OBSOLESCENCE. The market for the Company's products is
characterized by changing technology, new legislation and evolving industry
standards. The introduction of products embodying new technology, the adoption
of new legislation, or the emergence of new industry standards could render
existing products obsolete and unmarketable. The Company's ability to
anticipate changes in technology, law and industry standards and to
successfully develop and introduce new and enhanced products on a timely basis
will be crucial in its ability to grow and remain competitive.
GOVERNMENT REGULATION. The sale and use of many of the Company's
bingo products are governed by federal, state and local gaming laws imposing
various licensing, reporting and operating requirements which generally have
been implemented by the Company, where appropriate, and which are being
monitored on an ongoing basis in an effort to comply in all material respects
with all applicable laws, regulations, directives and standards recommended by
the National Association of Fundraising Ticket Manufacturers and the North
American Gaming Regulators Association. In addition, the sale and use of many
of Bazaar's bingo products are governed by federal, provincial and municipal
laws in Canada.
The manufacturing and distribution of electronic gaming equipment is
also subject to extensive federal, state and local regulations which vary
significantly by jurisdiction. Video King is currently licensed or has applied
for a license in every jurisdiction required for its current marketing plans.
The loss of a license in a particular jurisdiction may prohibit the
Company and/or Bazaar from selling into that jurisdiction during the period
that it does not have a license. Loss of one or more licenses for an extended
period may have an adverse effect on the Company's business.
Additionally, state and local laws in the United States, and
provincial laws in Canada, which govern the sale and use of gaming products,
are widely disparate and continually changing due to legislative and
administrative actions and court interpretations. If any changes occur in
gaming laws through statutory enactment or amendment, court interpretation or
administrative action so as to restrict the manufacture, distribution or use of
some or all of the Company's or Bazaar's products, the Company could experience
a decline in sales and earnings.
USE OF PROCEEDS
Proceeds from any sales of Common Stock by the Selling Stockholder
will be for the account of the Selling Stockholder. The Company will not
receive any proceeds from the sale of the Shares by the Selling Stockholder.
5
<PAGE> 7
THE SELLING STOCKHOLDER
The Shares offered by this Prospectus have previously been issued to
the Selling Stockholder by the Company. The Shares were issued by the Company
to the Selling Stockholder as partial consideration for the purchase by the
Company of substantially all of the net operating assets of the Selling
Stockholder for a total purchase price of approximately $1.3 million (the
"Transaction"). In connection with the Transaction, the Company entered into
employment and non-competition agreements with two shareholders of the Selling
Stockholder.
The following table sets forth (i) the identity of the Selling
Stockholder, (ii) the nature of any position or other material relationship, if
any, that the Selling Stockholder has had with the Company, its predecessors or
affiliates during the past three years (iii) the amount of Common Stock owned
by the Selling Stockholder prior to the offering, (iv) the amount of Common
Stock offered by the Selling Stockholder, and (v) the amount and (if one
percent or more) the percentage of shares of the outstanding Common Stock that
will be owned by the Selling Stockholder after the offering is complete:
<TABLE>
<CAPTION>
AMOUNT OF SHARES TO BE OWNED AFTER
POSITION OR SHARES OWNED AMOUNT OF THE OFFERING
NAME OF SELLING RELATIONSHIPS WITH THE PRIOR TO SHARES ------------
SHAREHOLDER COMPANY OFFERING OFFERED AMOUNT(1) PERCENTAGE
--------------- ------------- ------------ ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
The Reliable Corporation of None 55,652 55,652 0 *
America
</TABLE>
_______________
(1) Assumes that all of the shares of Common Stock being offered hereby are
sold by the Selling Stockholder.
* Indicates less than 1%.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, in negotiated transactions or a
combination of such methods of sale, at fixed prices, at market prices
prevailing at the time of sale, at prices related to prevailing market prices
or at negotiated prices. The Selling Stockholder may effect such transactions
by selling Shares directly to purchasers or to or through broker-dealers which
may act as agents or principals. Such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commission from the
Selling Stockholder and/or the purchasers of the Shares for whom broker-dealers
may act as agent or to whom they may sell as principal or both (which
compensation as to a particular broker-dealer may be less than or in excess of
customary commissions). Rule 10b-6 under the Exchange Act prohibits
participants in a distribution from
6
<PAGE> 8
bidding for or purchasing, for an account in which the participant has a
beneficial interest in any of the securities that are the subject of the
distribution.
There is no assurance that the Selling Stockholder will sell any or
all of the Shares offered pursuant to this Prospectus.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933, as
amended. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement for further information
with respect to the Company and the securities offered hereby. Any statements
contained herein concerning the provisions of any document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of
such document so filed. Each such statement is qualified in its entirety by
such reference.
LEGAL MATTERS
Certain legal matters relating to the Common Stock to be offered
hereby will be passed upon for the Company by Kutak Rock, 717 Seventeenth
Street, Suite 2900, Denver, Colorado 80202.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
7
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses in connection with the
registration and distribution of the Common Stock (other than underwriting
discounts and commissions, if any):
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . $ 100.00
Fees of Transfer Agent . . . . . . . . . . . . . . . . 500.00*
Accounting Fees and Expenses . . . . . . . . . . . . . 1,000.00*
Legal Fees and Expenses . . . . . . . . . . . . . . . 10,000.00*
Miscellaneous . . . . . . . . . . . . . . . . . . . . 250.00*
Total . . . . . . . . . . . . $11,850.00*
==========
</TABLE>
These expenses are borne by the Registrant.
__________
*Estimated.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides generally
and in pertinent part that a Delaware corporation may indemnify its directors
and officers against expenses, judgements, fines and settlements actually and
reasonably incurred by them in connection with any civil suit or action, except
actions by or in the right of the corporation, or any administrative or
investigative proceeding if, in connection with the matters in issue, they
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation, and in connection with any
criminal suit or proceeding, if in connection with the matters in issue, they
had no reasonable cause to believe their conduct was unlawful. Section 145
further provides that in connection with the defense or settlement of any
action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
believed to be in, or not opposed to, the best interests of the corporation.
Section 145 permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through bylaw provisions and otherwise and
to purchase indemnity insurance on behalf of its directors and officers.
Article Eight of the Certificate of Incorporation of the Registrant
requires the Registrant to indemnify, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, all directors and officers
of the Registrant, which it has the power to indemnify, from and against any
and all expenses, liabilities or other matters referred to in Section 145.
II-1
<PAGE> 10
The Registrant's Certificate of Incorporation also provides in Article
Seven that directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of a director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
Article III, Section 16 of the Registrant's By-laws provides, in
general, that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by the Delaware General Corporation Law.
The Registrant maintains liability insurance coverage for its
directors and officers.
Item 16. EXHIBITS.
The following is a complete list of Exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 Form of Common Stock Certificate
5 Opinion and Consent of Kutak Rock
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel is contained in Opinion of Counsel
filed as Exhibit 5.
24 Powers of Attorney, included at Page II-5 of the
Registration Statement, are incorporated herein by
reference.
</TABLE>
Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective
II-2
<PAGE> 11
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement; provided, however,
that paragraphs (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Council Bluffs, State of
Iowa, on April 28, 1995.
STUART ENTERTAINMENT, INC
By: /s/ Timothy R. Stuart
----------------------------
Timothy R. Stuart, President
II-4
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy R. Stuart, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all amendments to this Registration Statement on Form S-3 and file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorney-in-fact and agent 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, to all intents and purposes and as full as they might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Leonard A. Stuart Chairman of the Board April 28, 1995
----------------------------------
Leonard A. Stuart
/s/ Albert F. Barber Vice Chairman of the Board and April 28, 1995
---------------------------------- Chief Executive Officer
Albert F. Barber
/s/ Timothy R. Stuart President, Chief Operating Officer April 28, 1995
---------------------------------- and Director
Timothy R. Stuart
/s/ Frank Fish Acting Chief Financial Officer April 28, 1995
----------------------------------
Frank Fish
/s/ John A. McCray Director of Finance and Assistant April 28, 1995
---------------------------------- Secretary
John A. McCray
</TABLE>
II-5
<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ Perry J. Lewis Director April 28, 1995
----------------------------------
Perry J. Lewis
/s/ Ira Starr Director April 28, 1995
----------------------------------
Ira Starr
/s/ Sangwoo Ahn Director April 28, 1995
----------------------------------
Sangwoo Ahn
</TABLE>
II-6
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 Form of Common Stock Certificate(1)
5 Opinion and Consent of Kutak Rock*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Counsel is contained in Opinion of Counsel
filed as Exhibit 5.
24 Powers of Attorney, included at Page II-5 of the
Registration Statement, are incorporated herein by
reference.
</TABLE>
__________________
* Filed herewith.
(1) Filed with the Company's Registration Statement on Form S-8, File No.
33-89962 and incorporated herein by reference.
II-7
<PAGE> 1
May 5, 1995
Stuart Entertainment, Inc.
3211 Nebraska Avenue
Council Bluffs, Iowa 51501
Ladies and Gentlemen:
We have acted as your counsel in connection with the filing of the
Registration Statement on Form S-3 (the "Registration Statement") and related
prospectus (the "Prospectus") under the Securities Act of 1933, as amended (the
"Act"), relating to 55,652 shares of your common stock, $.01 par value per share
(the "Shares"). In connection therewith, we have reviewed such Registration
Statement, certain of your corporate records and proceedings taken in
connection with the authorization and issuance of the Shares, and such other
factual and legal matters as we have considered necessary for purposes of this
opinion.
Based on and subject to the foregoing, we are of the opinion that the
Shares will, when sold, be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in such Registration Statement. This consent does not
constitute a consent under Section 7 of the Act, and in consenting to the
reference to our firm under such heading we have not certified and part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ KUTAK ROCK
KUTAK ROCK
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Stuart Entertainment, Inc. on Form S-3 of our report dated March 30, 1995,
appearing in the Annual Report on Form 10-K of Stuart Entertainment, Inc. for
the year ended December 31, 1994 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 5, 1995
