<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 1996
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. INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
A.J. SCHELL
AUDIO COMMUNICATIONS NETWORK, INC.
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:
FRANCIS X. GALLAGHER, JR., ESQ.
VENABLE, BAETJER AND HOWARD, LLP
2 HOPKINS PLAZA
1800 MERCANTILE BANK & TRUST BUILDING
BALTIMORE, MARYLAND 21201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount to Proposed maximum Proposed Amount of
Title of Securities be offering price maximum registration
to be registered registered per share offering price* fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 $3.13 $1,252,000 $432.00
$.25 Par Value Shares
=====================================================================================
</TABLE>
* 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 July 2, 1996.
<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, 1995;
(b) Quarterly Report on Form 10-QSB for the period ended
March 31, 1996;
(c) Current Report on Form 8-K dated March 15, 1996; and
(d) 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, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then 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 Registrant'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
<PAGE>
concerning, any claim asserted or proceeding brought against him by reason of
his being or having been a director or officer of the Registrant or of any
subsidiary of the Registrant, 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
-2-
<PAGE>
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, 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.
--------
4.1 Articles of Incorporation, as amended through September 17, 1982/1/
4.2 Amendment to Articles of Incorporation, effective June 11, 1991/2/
5 Opinion of Turnbull, Abner & Daniels/3/
23.1 Consent of Deloitte & Touche LLP/3/
23.2 Consent of Turnbull, Abner & Daniels (included in Exhibit 5)
24 Power of Attorney/3/
- -----------
1. Incorporated by reference to Exhibit 3.1 to Amendment No. 1 on Form 8
dated May 9, 1990 amending the Annual Report on Form 10-K for the year
ended December 31, 1991.
-3-
<PAGE>
2. Incorporated by reference to Exhibit 3.1(a) of the Annual Report on
Form 10-K for the year ended December 31, 1991.
3. Filed herewith.
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 periodic reports filed by the Registrant pursuant to
Sections 13 or 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
-4-
<PAGE>
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 public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-5-
<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 June 26, 1996.
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.
Name Capacity Date
- ---- -------- ----
/s/ A.J. Schell Chairman of the Board, June 26, 1996
- ------------------------- President and Chief -------
A.J. Schell Executive Officer (Principal
Executive Officer), Director
-6-
<PAGE>
/s/ Doris K. Krummenacker Vice President, Secretary June 26, 1996
- ------------------------- -------
Doris K. Krummenacker and Treasurer (Principal
Accounting Officer), Director
/s/ Doris K. Krummenacker Vice President, Secretary June 26, 1996
- ------------------------- -------
Doris K. Krummenacker and Treasurer (Principal
Financial Officer), Director
/s/ Ralph L. Weber Director June 26, 1996
- ------------------------- -------
Ralph L. Weber
/s/ Nat M. Turnbull Director June 26, 1996
- ------------------------- -------
Nat M. Turnbull
Director , 1996
- -------------------------- -------
Patrick J. Dougherty
/s/ Ben B. Moss Director June 26, 1996
- ------------------------- -------
Ben B. Moss
/s/ Robert Dyer Director June 26, 1996
- ------------------------ -------
Robert Dyer
/s/ C. Lee Maynard Director June 26, 1996
- ------------------------ -------
C. Lee Maynard
-7-
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
5 Opinion of Turnbull, Abner &
Daniels
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Turnbull, Abner &
Daniels (included in Exhibit 5)
24 Power of Attorney (included in
signature page)
-8-
<PAGE>
Exhibit 5
TURNBULL, ABNER & DANIELS
147 WEST LYMAN AVENUE, SUITE 100
P.O. BOX 100
WINTER PARK, FLORIDA 32790-0100
(407) 647-2590
FAX (407) 628-1319
June 28, 1996
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 400,000 shares of Common Stock (par value $.25 per
share) of the Corporation (the "Shares") for issuance and sale pursuant to the
Corporation's Incentive Option Plan (the "Plan").
We have examined the Corporation's charter, its bylaws, 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.
<PAGE>
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
<PAGE>
Exhibit 23.1
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 February 16,
1996, appearing in the Annual Report on Form 10-KSB of Audio Communications
Network, Inc. for the year ended December 31, 1995, and to the reference to us
under the heading "Experts" in such Registration Statement.
June 28, 1996
Orlando, Florida
/s/ DELOITTE & TOUCHE, LLP
