As filed with the Securities and Exchange Commission on November 28, 2000
Reg. No. 33
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
FAMILY ROOM ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
New Mexico 85-0206160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
1041 N. Formosa Ave.
Mary Pickford Bldg., Ste 101
Los Angeles, California 90046
(323) 850-2800
(Address of principal executive offices)
________________________________________________
2000 EMPLOYEE COMPENSATION PLAN
(Full title of plan)
________________________________
George Furla
President
1041 N. Formosa Ave.
Mary Pickford Bldg., Ste 101
Los Angeles, California 90046
(Name and address of agent for service)
(323) 850-2800
(Telephone number, including area code of agent for service)
Copy to:
Owen Naccarato, Esq.
19600 Fairchild, Suite 260
Irvine, CA 92612
(949) 300-2487
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered per share Price Registration fee
-------------------- ------------ ----------------- ------------------- -----------------
Common Stock
($.01 par value) 1, 500,000 $ 1.00 $ 1,500,000 $ 396.00
-------------------- ------------ ----------------- ------------------- -----------------
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For shares issuable upon the exercise of stock options granted under the Family
Room Entertainment 2000 Employee Stock Compensation Plan (the "2000 Plan")
outstanding as of November 13, 2000, estimated pursuant to Rule 457(h) based on
the weighted average exercise price of such options.
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PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Family Room Entertainment Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's annual report on Form 10-K for the fiscal year ended June
30, 2000;
(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since June 30, 2000 through the date hereof;
(c) the Registrant's Form S-2 filed on April 3, 1987, pursuant to Section
12 of the Exchange Act, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock, and
(d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 53-12-2E of the New Mexico Statutes Annotated 1978 provides in
general that a company's articles of incorporation may provide that a director
shall not be personally liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director unless:
(1) the director has breached or failed to perform the duties of the director's
office in compliance with Subsection B of Section 53-11-35 NMSA 1978; and
(2) the breach or failure to perform constitutes:
(a) negligence, willful misconduct or recklessness in the case of a director who
has either an ownership interest in the corporation or receives in his capacity
as a director or as an employee of the corporation compensation of more than two
thousand dollars ($2,000) from the corporation in any calendar year; or
(b) willful misconduct or recklessness in the case of a director who does not
have an ownership interest in the corporation and does not receive in his
capacity as director or as an employee of the corporation compensation of more
than two thousand dollars ($2,000) from the corporation in any calendar year.
Such a provision in the articles of incorporation shall, however, only eliminate
the liability of a director for action taken as a director or any failure to
take action as a director at meetings of the board of directors or of a
committee of the board of directors or by virtue of action of the directors
without a meeting pursuant to Section 53-11-43 NMSA 1978, on or after the date
when such provision in the articles of incorporation becomes effective.
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Article XVI of the Company's Article of Incorporation provide that the
Company shall indemnify each director and each officer, his heirs, executors and
administrators, against expenses reasonably incurred or liability incurred by
him in connection with any action, suite or proceeding to which ha may be made a
party by reason of his being or having been a Director or officer of the
corporation, except in relation (i) to matters as to which he shall be finally
adjudged in such action, suit or proceeding to be liable for fraud or
misconduct, and (ii) to liabilities under the Securities Act of 19333, as
amended, or other applicable securities laws. In the event of a settlement
before or after action or suite, indemnification shall be provided only in
connection with such matters covered by the settlement as to which the
corporation is advised by counsel that the person to be indemnified was not
guilty of such fraud or misconduct. The foregoing right of indemnification
shall not exclude other rights to which he may be entitled.
Commission Policy
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company, the Company
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
Experts
The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-K) for the year ended June 30, 2000 have been
audited by Ham, Langston & Bregena, L.L.P, independent public accounts, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein in reliance upon
the reports of Ham, Langston & Bregena, L.L.P, pertaining to such financial
statements (to the extent filed with the Commission) given upon the authority of
such firm as experts in giving such reports.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 9.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes::
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
securities Act 1933:
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions 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 of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on November 28,
2000.
By /s/ George Furla
------------------------
George Furla, President, Chief Executive Officer,
Chief Accounting Officer and Director
By /s/ Randell Emmett
----------------------------
Randall Emmett, Chief Operating Officer,
And Director
By /s/ Peter Benz
------------------------
Peter Benz, Secretary, Treasurer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
------------------ ---------------------------------- ------------------
/s/ George Furla Chairman of the Board of Directors November 28, 2000
------------------ President and Chief Executive
George Furla Officer and Director
/s/ Randell Emmett Chief Operating Officer and November 28, 2000
------------------ Director
Randell Emmett
/s/ Peter Benz Secretary, Treasurer and November 28, 2000
------------------ Director
Peter Benz
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGES
------- ---------------------------------------------------- --------------
5.1 Opinion of Counsel, regarding the legality
of the securities registered hereunder.
10.30 2000 STOCK COMPENSATION PLAN
23.1 Consent of Ham, Langston & Bregena, L.L.P
23.2 Consent of Counsel (included as part of Exhibit 5.1)
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