<PAGE> 1
As filed with the Securities and Exchange Commission on January 22, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement Under the Securities Act of 1933
STUART ENTERTAINMENT, INC
(Exact name of registrant as specified in its charter)
Delaware 84-0402207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3211 Nebraska Avenue
Council Bluffs, Iowa 51501
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(Address of principal executive offices) (Zip code)
STUART ENTERTAINMENT, INC AMENDED AND RESTATED 1994 PERFORMANCE STOCK OPTION
PLAN
(Full title of the plan)
Michael A. Schalk
Corporate Secretary
3211 Nebraska Avenue
Council Bluffs, Iowa 51501 (712) 323-1488
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(Name and address of agent for service) (Telephone number, including area
code, of agent for service)
Copies to:
Warren L. Troupe, Esq.
Kutak Rock
Suite 2900
717 17th Street
Denver, Colorado 80202-3329
(303) 297-2400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per unit(1) offering price(1) fee
------------------- -------------- ------------------- ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 $5.25 $2,625,000 $820.31
$.01 par value
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration
fee pursuant to the Rule 457(h).
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH RULE 462 UNDER THE SECURITIES ACT OF 1933.
<PAGE> 2
Information Required Pursuant to General Instruction E to Form S-8
On May 20, 1996, the Board of Directors of the Registrant unanimously
voted to amend its Performance Stock Option Plan (the "Plan") to increase the
number of shares of common stock reserved for issuance under the Plan from
2,000,000 to 2,500,000 shares. The amendment to the Plan was submitted for
approval and approved by the Registrant's shareholders at the Registrant's
Annual Meeting of Shareholders held on July 17, 1996. This Registration
Statement of the Registrant on Form S-8 is being filed to register the
additional 500,000 shares reserved for issuance under the Plan.
The Registrant's original Registration Statement on Form S-8, which
became effective upon filing in accordance with Rule 462 under the Securities
Act of 1933, as amended, on March 3, 1995, File No. 33-89962, is hereby
incorporated by reference.
Exhibits:
Exhibit Number Description
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5 Opinion of Kutak Rock
23.1 Consent of Kutak Rock (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney, included herein at page S-2 of the
Registration Statement, are incorporated herein by reference
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Council Bluffs, State of
Iowa, on this 20th day of January, 1997.
STUART ENTERTAINMENT, INC
BY /s/ Timothy R. Stuart
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Timothy R. Stuart, President
S-1
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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-8 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sangwoo Ahn Director January 20, 1997
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Sangwoo Ahn
/s/ Albert F. Barber Vice Chairman of the Board and Chief January 20, 1997
- -------------------------------- Executive Officer
Albert F. Barber
/s/ Perry J. Lewis Director January 20, 1997
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Perry J. Lewis
/s/ Harry Poll Director January 20, 1997
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Harry Poll
/s/ Ronald G. Rudy Director January 20, 1997
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Ronald G. Rudy
/s/ Richard D. Spizzirri Director January 20, 1997
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Richard D. Spizzirri
/s/ Ira Starr Director January 20, 1997
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Ira Starr
/s/ Leonard A. Stuart Chairman of the Board January 20, 1997
- --------------------------------
Leonard A. Stuart
/s/ Timothy R. Stuart President, Chief Operating Officer and January 20, 1997
- -------------------------------- Director
Timothy R. Stuart
</TABLE>
S-2
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ Stanley M. Taube Director January 20, 1997
- --------------------------------
Stanley M. Taube
/s/ Paul C. Tunink Vice President Finance, Treasurer and Chief January 20, 1997
- -------------------------------- Financial Officer
Paul C. Tunink
</TABLE>
S-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Kutak Rock
23.1 Consent of Kutak Rock (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney, included at page S-2 of
the Registration Statement, are incorporated herein
by reference
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION OF KUTAK ROCK
<PAGE> 2
January 20, 1997
Board of Directors
Stuart Entertainment, Inc.
3211 Nebraska Avenue
Council Bluffs, Iowa 51501
Re: Registration Statement of Form S-8
Gentlemen:
We have acted as counsel to Stuart Entertainment, Inc. (the "Company")
in connection with the filing of a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the additional 500,000 shares of
common stock, $.01 par value per share (the "Common Stock"), issuable pursuant
to the Amended and Restated 1994 Performance Stock Option Plan of the Company
(the "Plan").
In connection with this opinion, we have made such investigations and
examined such records, including the Company's Certificate of Incorporation,
Bylaws and corporate minutes as we deemed necessary to the performance of our
services and to give this opinion. We have also examined and are familiar with
the originals or copies, certified or otherwise identified to our satisfaction,
of such other documents, corporate records and other instruments as we have
deemed necessary for the preparation of this opinion. In expressing this
opinion, we have relied, as to any questions of fact upon which our opinion is
predicated, upon representations and certificates of the officers of the
Company.
In giving this opinion we assumed:
(a) the genuineness of all signatures and the
authenticity and completeness of all documents submitted to us as
originals;
(b) the conformity to originals and the authenticity of
all documents supplied to us as certified, photocopied, conformed or
facsimile copies and the authenticity and completeness of the
originals of any such documents; and
(c) the proper, genuine and due execution and delivery of
all documents by all parties to them and that there has been no breach
of the terms thereof.
<PAGE> 3
Based upon the foregoing and subject to the qualifications set forth
above, and assuming (i) that the Registration Statement has become effective
under the Act and (ii) that the full amount of consideration is received for
the Common Stock, we are of the opinion that at the time the Common Stock, when
issued in accordance with the Plan, will be 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 thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Act, or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Kutak Rock
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EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Stuart Entertainment, Inc. on Form S-8 of our report dated March
25, 1996, appearing in the Annual Report on Form 10-K of Stuart Entertainment,
Inc. for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Omaha, Nebraska
January 17, 1997
