Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410)244-7400, Fax (410)244-7742
May 17, 1995
VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Audio Communications Network, Inc.
Registration Statement on Form S-8
(Commission File No. 0-7762)
(Registrant CIK No. 0000053678)
Ladies and Gentlemen:
On behalf of Audio Communications Network, Inc., a
Florida corporation ("Audio") and pursuant to Section 6 of
the Securities Act of 1933, as amended (the "Securities
Act"), the rules and regulations promulgated thereunder and
Item 101 of Regulation S-T, attached for filing with the
Securities and Exchange Commission (the "SEC") is Audio's
Registration Statement on Form S-8 covering the issuance of
500,000 shares of Audio's Common Stock pursuant to its 1993
Employee Stock Purchase and Stock Bonus Plan.
The required fee in the amount of $241.38 has been
remitted by wire to the SEC pursuant to Rule 457 under the
Securities Act and Regulation 202.3a of the SEC's Rules
Relating to Informal and Other Procedures.
If you have any questions or comments with regard
to the enclosed, please call Alan Yarbro at (410) 244-7640
or the undersigned at (410) 244-7893.
Very truly yours,
Francis X. Gallagher, Jr.
Enclosure
cc: Mr. A.J. Schell
Alan D. Yarbro, Esq.
<PAGE>
As filed with the Securities and Exchange Commission on May
17, 1995
Registration
No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AUDIO COMMUNICATIONS NETWORK, INC.
(Exact name of registrant as specified in its charter)
Florida 52-0690530
(State or other jurisdiction of (I.R.S. employer
identification no.)
incorporation or organization)
1000 Legion Place, Suite 1515
Orlando, Florida 32801
(Address of Principal Executive Offices)
(Zip Code)
Audio Communications Network, Inc. 1993 Employee Stock
Purchase and
Stock Bonus Plan
(Full title of the plan)
A.J. Schell
1000 Legion Place, Suite 1515
Orlando, Florida 32801
(Name and address of agent for service)
(407) 649-8877
(Telephone number, including area code, of agent for
service)
Copy to:
Alan D. Yarbro, Esquire
Venable, Baetjer and Howard, LLP
2 Hopkins Plaza
1800 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
CALCULATION OF REGISTRATION FEE
Amount to Proposed maximum
Proposed Amount of
Title of Securities be offering price
maximum registration
to be registered registered per share
offering price* fee
Common Stock, 500,000 $1.40
$700,000 $241.38
$.25 Par Value Shares
* Calculated solely for the purpose of computing the
registration fee pursuant to Rules 457(c) and (h), based
upon the average of the bid and asked price as of May 15,
1995.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by
the Registrant, Audio Communications Network, Inc., with the
Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994;
(b) Quarterly Report on Form 10-QSB for the
period ended March 31, 1995; and
(c) Description of Common Stock of the Registrant
contained or incorporated in the Registration
Statement filed by the Registrant under the
Securities Exchange Act of 1934, including
any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference into this Registration
Statement and to be a part of the Registration Statement
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.
Article Eleven of the Company's Certificate of
Incorporation provides that each director and officer, in
consideration of his services, shall be indemnified, whether
then in office or not, for the reasonable costs and expenses
incurred by him in connection with the defense of, or for
advice concerning, any claim asserted or proceeding brought
against him by reason of his being or having been a director
<PAGE>
or officer of the Corporation or of any subsidiary of the
Corporation, whether or not wholly owned, or by reason of
any act or omission to act as such Director or officer,
provided that he shall not have been derelict in the
performance of his duty as to the matter or matters in
respect of which such claim is asserted or proceeding
brought. The Certificate of Incorporation also states that
the right of indemnification granted shall not be exclusive
of any other rights to which any director or officer may be
entitled as a matter of law.
Section 607.0850 of the Florida Business
Corporation Act provides that (1) A corporation shall have
power to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the
corporation), 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 liability incurred in connection with
such proceeding, including any appeal thereof, if he acted
in good faith and in a manner 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 proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere
or its equivalent shall 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 or, with respect to
any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. (2) A corporation
shall have power to indemnify any person, who was or is a
party to any proceeding by or in the right of the
corporation to procure a judgment in its favor 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 and amounts
paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred
in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in
good faith and in a manner he reasonably believed to be in,
<PAGE>
or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this
subsection in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable
unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite
the adjudication of liability but in view of all
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which
such court shall deem proper. (3) To the extent that a
director, officer, employee, or agent of a corporation has
been successful on the merits or otherwise in defense of any
proceeding (other than an action by, or in the right of the
corporation), or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses actually
and reasonably incurred by him in connection therewith.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits are listed in the Exhibit Index
included herein.
Item 9. Undertakings.
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;
(ii) To reflect in the prospectus any
facts or events which, individually or together, represent a
fundamental change in the information in the Registration
Statement;
(iii) To include any additional or
changed material information on the plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
<PAGE>
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.
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Sections 13(a) or 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 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.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of 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 of whether such indemnification by it is against
<PAGE>
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant, Audio Communications Network, Inc.
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 Orlando, State of Florida, on May 17, 1995.
AUDIO COMMUNICATIONS NETWORK, INC.
By:/s/ A.J. Schell
A.J. Schell, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned hereby constitutes and appoints A.J. Schell and
Doris K. Krummenacker, or any one of them acting singly, his
or her true and lawful agents and attorneys-in-fact with
full power and authority in said agents and attorneys-in-
fact, or any of them, to sign for the undersigned and in his
or her name, in the capacity indicated opposite his or her
name, this Registration Statement of Audio Communications
Network, Inc. on Form S-8 (and any pre-effective or post-
effective amendment or supplement to such Registration
Statement) to be filed under the Securities Act of 1933,
with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
The signing persons include a majority of the
Registrant's Board of Directors.
<TABLE>
<CAPTION>
Name Capacity Date
<S> <C> <C>
/s/ A.J. Schell Chairman of
the Board, May 17, 1995
A.J. Schell President and Chief
Executive Officer (Principal
Executive Officer), Director
<PAGE>
/s/ Doris K. Krummenacker Vice
President, Secretary May 17, 1995
Doris K. Krummenacker and Treasurer (Principal
Accounting Officer), Director
/s/ Doris K. Krummenacker Vice
President, Secretary May 17, 1995
Doris K. Krummenacker and Treasurer (Principal
Financial Officer), Director
/s/ Ralph L. Weber Director
May 17, 1995
Ralph L. Weber
/s/ Nat M. Turnbull Director
May 17, 1995
Nat M. Turnbull
Director May __, 1995
Patrick J. Dougherty
/s/ Ben B. Moss Director
May 17, 1995
Ben B. Moss
Director May __, 1995
Robert Dyer
Director May __, 1995
C. Lee Maynard
</TABLE>
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description Page
<S> <C> <C>
5 Opinion of Turnbull, Abner,
Daniels & Rooks 8
23.1 Consent of Deloitte & Touche LLP 9
23.2 Consent of Turnbull, Abner,
Daniels & Rooks (included in
Exhibit 5) 8
24 Power of Attorney (included in
signature page) 5
</TABLE>
<PAGE>
Turnbull, Abner & Daniels
May 17, 1995
Audio Communications Network, Inc.
1000 Legion Place, Suite 1515
Orlando, Florida 32801
Gentlemen:
We have acted as counsel for Audio Communications
Network, Inc. (the "Corporation") in connection with a
registration statement on Form S-8 being filed with the
Securities and Exchange Commission (the "Registration
Statement"), registering 500,000 shares of Common Stock (par
value $.25 per share) of the Corporation (the "Shares") for
issuance and sale pursuant to the Corporation's 1993
Employee Stock Purchase and Bonus Plan (the "Plan").
We have examined the Corporation's charter, its by-
laws, the Registration Statement, the Plan and such records
of the Corporation as we have deemed to be necessary to
render the opinion set forth herein.
Based on such examination, we are of the opinion
that:
1. The Corporation is duly organized and validly
existing as a corporation in good standing under the laws of
the State of Florida.
2. All of the Shares have been duly authorized
for issuance and when sold, issued and paid for as
contemplated in the Registration Statement, will have been
validly issued and will be fully paid and nonassessable
shares of Common Stock of the Corporation under the laws of
the State of Florida.
We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Turnbull, Abner & Daniels
TURNBULL, ABNER & DANIELS
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of Audio Communications Network, Inc.
on Form S-8 of our report dated March 23, 1995, appearing in
the Annual Report on Form 10-KSB of Audio Communications
Network, Inc. for the year ended December 31, 1994, and to
the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Deloitte & Touche LLP
May 17, 1995
Orlando, Florida
BA3DOCS1\0014582.01
